STATE OF NEW YORK
________________________________________________________________________
10768
IN ASSEMBLY
July 9, 2020
___________
Introduced by COMMITTEE ON RULES -- (at request of M. of A. Paulin) --
read once and referred to the Committee on Corporations, Authorities
and Commissions
AN ACT to amend the business corporation law, the not-for-profit corpo-
ration law, and the religious corporations law, in relation to provid-
ing for the remote conduct of certain practices and procedures relat-
ing to board meetings; and to amend chapter 122 of the laws of 2020,
amending the business corporation law, the not-for-profit corporation
law, and the religious corporations law relating to providing for the
remote conduct of certain practices and procedures relating to board
meetings, in relation to the effectiveness thereof
The People of the State of New York, represented in Senate and Assem-
bly, do enact as follows:
1 Section 1. Paragraph (b) of section 708 of the business corporation
2 law, as amended by chapter 122 of the laws of 2020, is amended to read
3 as follows:
4 (b) Unless otherwise restricted by the certificate of incorporation or
5 the by-laws, any action required or permitted to be taken by the board
6 or any committee thereof may be taken without a meeting if all members
7 of the board or the committee consent in writing to the adoption of a
8 resolution authorizing the action. The resolution and the written
9 consents thereto by the members of the board or committee shall be filed
10 with the minutes of the proceedings of the board or committee. [For the
11 duration of the state disaster emergency declared by executive order two
12 hundred two that began on March seventh, two thousand twenty, notwith-
13 standing] Notwithstanding any provision of law to the contrary, the
14 written consent of a member may be made electronically, where such
15 consent is submitted via electronic mail, text, or other secured plat-
16 form for electronic communications, along with information from which it
17 can be reasonably determined that the transmission was authorized by
18 such member.
19 § 2. Paragraph (a) of section 602 of the business corporation law, as
20 amended by chapter 122 of the laws of 2020, is amended to read as
21 follows:
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD16887-01-0
A. 10768 2
1 (a) Meetings of shareholders may be held at such place, within or
2 without this state, as may be fixed by or under the by-laws, or if not
3 so fixed, as determined by the board of directors. [For the duration of
4 the state disaster emergency declared by executive order two hundred two
5 that began on March seventh, two thousand twenty, if] If, pursuant to
6 this paragraph or the by-laws of the corporation, the board of directors
7 is authorized to determine the place of a meeting of shareholders, the
8 board of directors may, in its sole discretion, determine that the meet-
9 ing be held solely by means of electronic communication, the
10 platform/service of which shall be the place of the meeting for purpose
11 of this article.
12 § 3. Paragraph (a) of section 603 of the not-for-profit corporation
13 law, as amended by chapter 122 of the laws of 2020, is amended to read
14 as follows:
15 (a) Meetings of members may be held at such place, within or without
16 this state, as may be fixed by or under the by-laws or, if not so fixed,
17 as determined by the board of directors. [For the duration of the state
18 disaster emergency declared by executive order two hundred two that
19 began on March seventh, two thousand twenty, the] The board of directors
20 may, unless otherwise restricted by the certificate of incorporation or
21 the by-laws, in its sole discretion, determine that meetings of members
22 be held partially or solely by means of electronic communication, the
23 electronic service and/or platform by which the meeting is held shall be
24 the place of the meeting for purposes of this article if a meeting is
25 held solely by means of electronic communication. Meetings conducted
26 partially or solely by means of electronic communications in reliance
27 upon this paragraph and any member's electronic participation in such
28 meetings shall be subject to those guidelines and procedures as the
29 board adopts, provided the board shall implement reasonable measures to:
30 (1) verify that each person participating electronically is a member or
31 a proxy of a member; (2) provide each member participating electron-
32 ically with a reasonable opportunity to participate in the meeting,
33 including an opportunity to propose, object to, and vote upon a specific
34 action to be taken by the members, and to see, read or hear the
35 proceedings of the meeting substantially concurrently with those
36 proceedings; and (3) record and maintain a record of any votes or other
37 actions taken by electronic communication at the meeting.
38 § 4. Section 605 of the not-for-profit corporation law, as amended by
39 chapter 122 of the laws of 2020, is amended to read as follows:
40 § 605. Notice of meeting of members.
41 (a) Whenever under the provisions of this chapter members are required
42 or permitted to take any action at a meeting, written notice shall state
43 the place, date and hour of the meeting, [for the duration of the state
44 disaster emergency declared by executive order two hundred two that
45 began on March seventh, two thousand twenty,] the means of electronic
46 communication, if any, by which members may participate in the
47 proceedings of the meeting pursuant to paragraph (a) of section six
48 hundred three of this article and, unless it is an annual meeting, indi-
49 cate that it is being issued by or at the direction of the person or
50 persons calling the meeting. Notice of a special meeting shall also
51 state the purpose or purposes for which the meeting is called. A copy of
52 the notice of any meeting shall be given, personally, by mail, or by
53 facsimile telecommunications or by electronic mail, to each member enti-
54 tled to vote at such meeting. If the notice is given personally, by
55 first class mail or by facsimile telecommunications or by electronic
56 mail, it shall be given not less than ten nor more than fifty days
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1 before the date of the meeting; if mailed by any other class of mail, it
2 shall be given not less than thirty nor more than sixty days before such
3 date. If mailed, such notice is given when deposited in the United
4 States mail, with postage thereon prepaid, directed to the member at his
5 address as it appears on the record of members, or, if he shall have
6 filed with the secretary of the corporation a written request that
7 notices to him be mailed to some other address, then directed to him at
8 such other address. If sent by facsimile telecommunication or mailed
9 electronically, such notice is given when directed to the member's fax
10 number or electronic mail address as it appears on the record of
11 members, or, to such fax number or other electronic mail address as
12 filed with the secretary of the corporation. Notwithstanding the forego-
13 ing, such notice shall not be deemed to have been given electronically
14 (1) if the corporation is unable to deliver two consecutive notices to
15 the member by facsimile telecommunication or electronic mail; or (2) the
16 corporation otherwise becomes aware that notice cannot be delivered to
17 the member by facsimile telecommunication or electronic mail. An affida-
18 vit of the secretary or other person giving the notice or of a transfer
19 agent of the corporation that the notice required by this section has
20 been given shall, in the absence of fraud, be prima facie evidence of
21 the facts therein stated. Whenever a corporation has more than five
22 hundred members, the notice may be served by publication in a newspaper
23 published in the county in the state in which the principal office of
24 the corporation is located, once a week for three successive weeks next
25 preceding the date of the meeting, provided that the corporation shall
26 also prominently post notice of such meeting on the homepage of any
27 website maintained by the corporation continuously from the date of
28 publication through the date of the meeting. A corporation shall send
29 notice of meetings by first class mail to any member who requests in
30 writing that such notices be delivered by such method.
31 (b) When a meeting is adjourned to another time or place, it shall not
32 be necessary, unless the by-laws require otherwise, to give any notice
33 of the adjourned meeting if the time and place to which the meeting is
34 adjourned and[, for the duration of the state disaster emergency
35 declared by executive order two hundred two that began on March seventh,
36 two thousand twenty,] the means of electronic communications, if any, by
37 which members may participate in the proceedings of the meeting pursuant
38 to paragraph (a) of section six hundred three of this article are
39 announced at the meeting at which the adjournment is taken, and at the
40 adjourned meeting any business may be transacted that might have been
41 transacted on the original date of the meeting. However, if after the
42 adjournment the board fixes a new record date for the adjourned meeting,
43 a notice of the adjourned meeting shall be given to each member of
44 record on the new record date entitled to notice under paragraph (a) of
45 this section.
46 (c) Nothing required in paragraphs (a) or (b) of this section shall
47 limit, restrict or supersede other forms of voting and participation.
48 § 5. Section 28 of the religious corporations law, as added by chapter
49 122 of the laws of 2020, is amended read as follows:
50 § 28. [Meetings for the duration of the state disaster emergency
51 declared by executive order two hundred two that began on March seventh,
52 two thousand twenty; electronic communication. For the duration of the
53 state disaster emergency declared by executive order two hundred two
54 that began on March seventh, two thousand twenty, notwithstanding] Elec-
55 tronic meetings. Notwithstanding any provision of law, certificate of
56 incorporation or by-laws to the contrary, if the board of trustees of a
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1 religious corporation is authorized to determine the place of trustee
2 meetings [or], corporate meetings, congregant or membership meetings,
3 the board of trustees may, in its sole discretion, determine that the
4 meeting shall be held solely by means of electronic communication, the
5 electronic service and/or platform through which the meeting is held
6 shall be the place of the meeting for purposes of this chapter.
7 § 6. Section 6 of chapter 122 of the laws of 2020, amending the busi-
8 ness corporation law, the not-for-profit corporation law, and the reli-
9 gious corporations law relating to providing for the remote conduct of
10 certain practices and procedures relating to board meetings, is amended
11 to read as follows:
12 § 6. This act shall take effect immediately [and shall expire and be
13 deemed repealed December 31, 2021].
14 § 7. This act shall take effect immediately.