Bill Text: NY S04011 | 2019-2020 | General Assembly | Introduced


Bill Title: Relates to the number of female directors required to serve on the board of directors of publicly traded domestic and authorized foreign corporations whose principal executive office according to the corporation's Form 10-K filed with the Securities and Exchange Commission is located within New York state; requires any such corporation to have a minimum of one female director on its board no later than December 31, 2020 and sets higher requirements to be implemented no later than December 31, 2023; requires corporations to report certain compliance information to the secretary of state and the secretary of state to disclose certain related information to the public via its website.

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Introduced) 2019-02-25 - REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS [S04011 Detail]

Download: New_York-2019-S04011-Introduced.html


                STATE OF NEW YORK
        ________________________________________________________________________
                                          4011
                               2019-2020 Regular Sessions
                    IN SENATE
                                    February 25, 2019
                                       ___________
        Introduced  by Sen. CARLUCCI -- read twice and ordered printed, and when
          printed to be committed to the Committee on Corporations,  Authorities
          and Commissions
        AN  ACT to amend the business corporation law, in relation to the number
          of female directors required to serve on the  board  of  directors  of
          certain publicly held corporations
          The  People of the State of New York, represented in Senate and Assem-
        bly, do enact as follows:
     1    Section 1. The business corporation law is amended  by  adding  a  new
     2  section 702-a to read as follows:
     3  § 702-a. Appointment of female directors.
     4    (a)  Definitions.  For  purposes  of this section, the following terms
     5  shall have the following meanings:
     6    (1) "Female" means an individual who self-identifies her gender  as  a
     7  woman, without regard to the individual's designated sex at birth.
     8    (2)  "Principal executive office" means the principal executive office
     9  according to the corporation's Form 10-K filed with the  Securities  and
    10  Exchange Commission.
    11    (3)  "Publicly  held domestic or foreign corporation" means a domestic
    12  corporation or an authorized foreign  corporation,  as  such  terms  are
    13  defined  in  subparagraphs  (a)  (4)  and  (a) (7) of section 102 (Defi-
    14  nitions), respectively, with outstanding shares  listed  on  a  national
    15  securities exchange.
    16    (b)(1)  No  later  than December 31, 2020, a publicly held domestic or
    17  foreign corporation whose principal executive office is  located  within
    18  this  state  shall have a minimum of one female director on its board. A
    19  corporation subject to this section may increase the number of directors
    20  on its board, pursuant to section 702 (Number of directors),  to  comply
    21  with this section.
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD10051-01-9

        S. 4011                             2
     1    (2)  No  later  than  December  31,  2023, a publicly held domestic or
     2  foreign corporation whose principal executive office is  located  within
     3  this state shall comply, as applicable, with the following:
     4    A. For a corporation with six or more directors, at least three female
     5  directors shall serve on its board.
     6    B.  For  a corporation with five directors, at least two female direc-
     7  tors shall serve on its board.
     8    C. For a corporation with four directors or less, at least one  female
     9  director shall serve on its board.
    10    (3)  A  publicly  held domestic or foreign corporation whose principal
    11  executive office is located within this state shall file with the secre-
    12  tary of state, on an annual basis, a list  of  all  directors  and  each
    13  director's  term  of  service,  and  shall identify the number of female
    14  directors serving on the board.
    15    (c) No later than July 1, 2020, the secretary of state shall publish a
    16  report on its website documenting the number  of  domestic  and  foreign
    17  corporations  whose  principal executive office is located in this state
    18  and the number of female directors on each corporation's board.
    19    (d) No later than March 1, 2021, and on an  annual  basis  thereafter,
    20  the  secretary of state shall publish a report on its website regarding,
    21  at minimum, all of the following:
    22    (1) The number of corporations subject to this section  that  were  in
    23  compliance  with  the  requirements  of  this  section during at least a
    24  portion of the preceding calendar year;
    25    (2) The number of publicly held corporations that moved  their  United
    26  States  headquarters  to  New York from another state or out of New York
    27  into another state during the preceding calendar year; and
    28    (3) The number of publicly held domestic or foreign corporations  that
    29  were subject to this section during the preceding year, but are no long-
    30  er publicly traded.
    31    (e)  The  secretary of state may adopt rules and regulations to imple-
    32  ment  this  section.  The  secretary  of  state  may  impose  fines  for
    33  violations of this section as follows:
    34    (1) For each director seat required to be held by a female pursuant to
    35  subparagraphs (b) (1) or (b) (2) of this section, which is not held by a
    36  female during at least a portion of a calendar year, a corporation shall
    37  be  subject  to  a  civil  penalty of one hundred thousand dollars for a
    38  first violation and three hundred thousand dollars for  each  subsequent
    39  violation. For purposes of this subparagraph, a female director who held
    40  a  director  seat  for  at  least  a  portion of the year shall not be a
    41  violation.
    42    (2) Failure to file board member information in a timely  manner  with
    43  the secretary of state pursuant to subparagraph (b) (3) of this section,
    44  a  corporation  shall be subject to a civil penalty of one hundred thou-
    45  sand dollars.
    46    (3) Any fine collected by the secretary  of  state  pursuant  to  this
    47  section  shall  be  used by the secretary of state to offset the cost of
    48  administering this section.
    49    § 2. Paragraph (a) of section 1319 of the business corporation law  is
    50  amended by adding a new subparagraph 4-a to read as follows:
    51    (4-a) Section 702-a (Appointment of female directors).
    52    § 3. This act shall take effect immediately.
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