Bill Text: NY S09110 | 2019-2020 | General Assembly | Introduced
Bill Title: Provides for the remote conduct of certain practices and procedures relating to board meetings for the duration of the state disaster emergency declared by executive order two hundred two that began on March seventh, two thousand twenty, or until December thirty-first, two thousand twenty-one, whichever is later.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2020-12-02 - REFERRED TO RULES [S09110 Detail]
Download: New_York-2019-S09110-Introduced.html
STATE OF NEW YORK ________________________________________________________________________ 9110 IN SENATE December 2, 2020 ___________ Introduced by Sen. BENJAMIN -- read twice and ordered printed, and when printed to be committed to the Committee on Rules 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 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, or until 13 December thirty-first, two thousand twenty-one, whichever is later, 14 notwithstanding any provision of law to the contrary, the written 15 consent of a member may be made electronically, where such consent is 16 submitted via electronic mail along with information from which it can 17 be reasonably determined that the transmission was authorized by such 18 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: 22 (a) Meetings of shareholders may be held at such place, within or 23 without this state, as may be fixed by or under the by-laws, or if not 24 so fixed, as determined by the board of directors. For the duration of 25 the state disaster emergency declared by executive order two hundred two 26 that began on March seventh, two thousand twenty, or until December EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD17585-01-0S. 9110 2 1 thirty-first, two thousand twenty-one, whichever is later, if, pursuant 2 to this paragraph or the by-laws of the corporation, the board of direc- 3 tors is authorized to determine the place of a meeting of shareholders, 4 the board of directors may, in its sole discretion, determine that the 5 meeting be held solely by means of electronic communication, the 6 platform/service of which shall be the place of the meeting for purpose 7 of this article. 8 § 3. Paragraph (a) of section 603 of the not-for-profit corporation 9 law, as amended by chapter 122 of the laws of 2020, is amended to read 10 as follows: 11 (a) Meetings of members may be held at such place, within or without 12 this state, as may be fixed by or under the by-laws or, if not so fixed, 13 as determined by the board of directors. For the duration of the state 14 disaster emergency declared by executive order two hundred two that 15 began on March seventh, two thousand twenty, or until December thirty- 16 first, two thousand twenty-one, whichever is later, the board of direc- 17 tors may, in its sole discretion, determine that meetings of members be 18 held partially or solely by means of electronic communication, the elec- 19 tronic service and/or platform by which the meeting is held shall be the 20 place of the meeting for purposes of this article if a meeting is held 21 solely by means of electronic communication. Meetings conducted partial- 22 ly or solely by means of electronic communications in reliance upon this 23 paragraph and any member's electronic participation in such meetings 24 shall be subject to those guidelines and procedures as the board adopts, 25 provided the board shall implement reasonable measures to: (1) verify 26 that each person participating electronically is a member or a proxy of 27 a member; (2) provide each member participating electronically with a 28 reasonable opportunity to participate in the meeting, including an 29 opportunity to propose, object to, and vote upon a specific action to be 30 taken by the members, and to see, read or hear the proceedings of the 31 meeting substantially concurrently with those proceedings; and (3) 32 record and maintain a record of any votes or other actions taken by 33 electronic communication at the meeting. 34 § 4. Paragraphs (a) and (b) of section 605 of the not-for-profit 35 corporation law, as amended by chapter 122 of the laws of 2020, are 36 amended to read as follows: 37 (a) Whenever under the provisions of this chapter members are required 38 or permitted to take any action at a meeting, written notice shall state 39 the place, date and hour of the meeting, for the duration of the state 40 disaster emergency declared by executive order two hundred two that 41 began on March seventh, two thousand twenty, or until December thirty- 42 first, two thousand twenty-one, whichever is later, the means of elec- 43 tronic communication, if any, by which members may participate in the 44 proceedings of the meeting pursuant to paragraph (a) of section six 45 hundred three of this article and, unless it is an annual meeting, indi- 46 cate that it is being issued by or at the direction of the person or 47 persons calling the meeting. Notice of a special meeting shall also 48 state the purpose or purposes for which the meeting is called. A copy of 49 the notice of any meeting shall be given, personally, by mail, or by 50 facsimile telecommunications or by electronic mail, to each member enti- 51 tled to vote at such meeting. If the notice is given personally, by 52 first class mail or by facsimile telecommunications or by electronic 53 mail, it shall be given not less than ten nor more than fifty days 54 before the date of the meeting; if mailed by any other class of mail, it 55 shall be given not less than thirty nor more than sixty days before such 56 date. If mailed, such notice is given when deposited in the UnitedS. 9110 3 1 States mail, with postage thereon prepaid, directed to the member at his 2 address as it appears on the record of members, or, if he shall have 3 filed with the secretary of the corporation a written request that 4 notices to him be mailed to some other address, then directed to him at 5 such other address. If sent by facsimile telecommunication or mailed 6 electronically, such notice is given when directed to the member's fax 7 number or electronic mail address as it appears on the record of 8 members, or, to such fax number or other electronic mail address as 9 filed with the secretary of the corporation. Notwithstanding the forego- 10 ing, such notice shall not be deemed to have been given electronically 11 (1) if the corporation is unable to deliver two consecutive notices to 12 the member by facsimile telecommunication or electronic mail; or (2) the 13 corporation otherwise becomes aware that notice cannot be delivered to 14 the member by facsimile telecommunication or electronic mail. An affida- 15 vit of the secretary or other person giving the notice or of a transfer 16 agent of the corporation that the notice required by this section has 17 been given shall, in the absence of fraud, be prima facie evidence of 18 the facts therein stated. Whenever a corporation has more than five 19 hundred members, the notice may be served by publication in a newspaper 20 published in the county in the state in which the principal office of 21 the corporation is located, once a week for three successive weeks next 22 preceding the date of the meeting, provided that the corporation shall 23 also prominently post notice of such meeting on the homepage of any 24 website maintained by the corporation continuously from the date of 25 publication through the date of the meeting. A corporation shall send 26 notice of meetings by first class mail to any member who requests in 27 writing that such notices be delivered by such method. 28 (b) When a meeting is adjourned to another time or place, it shall not 29 be necessary, unless the by-laws require otherwise, to give any notice 30 of the adjourned meeting if the time and place to which the meeting is 31 adjourned and, for the duration of the state disaster emergency declared 32 by executive order two hundred two that began on March seventh, two 33 thousand twenty, or until December thirty-first, two thousand twenty- 34 one, whichever is later, the means of electronic communications, if any, 35 by which members may participate in the proceedings of the meeting 36 pursuant to paragraph (a) of section six hundred three of this article 37 are announced at the meeting at which the adjournment is taken, and at 38 the adjourned meeting any business may be transacted that might have 39 been transacted on the original date of the meeting. However, if after 40 the adjournment the board fixes a new record date for the adjourned 41 meeting, a notice of the adjourned meeting shall be given to each member 42 of record on the new record date entitled to notice under paragraph (a) 43 of this section. 44 § 5. Section 28 of the religious corporations law, as amended by chap- 45 ter 122 of the laws of 2020, is amended to read as follows: 46 § 28. Meetings for the duration of the state disaster emergency 47 declared by executive order two hundred two that began on March seventh, 48 two thousand twenty; electronic communication. For the duration of the 49 state disaster emergency declared by executive order two hundred two 50 that began on March seventh, two thousand twenty, or until December 51 thirty-first, two thousand twenty-one, whichever is later, notwithstand- 52 ing any provision of law, certificate of incorporation or by-laws to the 53 contrary, if the board of trustees of a religious corporation is author- 54 ized to determine the place of trustee meetings or corporate meetings, 55 the board of trustees may, in its sole discretion, determine that the 56 meeting shall be held solely by means of electronic communication, theS. 9110 4 1 electronic service and/or platform through which the meeting is held 2 shall be the place of the meeting for purposes of this chapter. 3 § 6. This act shall take effect immediately, provided, however, that 4 the amendments to paragraph (b) of section 708 of the business corpo- 5 ration law made by section one of this act, paragraph (a) of section 602 6 of the business corporation law made by section two of this act, para- 7 graph (a) of section 603 of the not-for-profit corporation law made by 8 section three of this act, paragraphs (a) and (b) of section 605 of the 9 not-for-profit corporation law made by section four of this act, and 10 section 28 of the religious corporations law made by section five of 11 this act, shall not affect the expiration or repeal of such paragraphs 12 or such section and shall be deemed to expire or repeal therewith.
