Bill Text: NY A04485 | 2011-2012 | General Assembly | Introduced
Bill Title: Enacts the "shareholders remote voting act".
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2011-04-18 - enacting clause stricken [A04485 Detail]
Download: New_York-2011-A04485-Introduced.html
S T A T E O F N E W Y O R K
________________________________________________________________________
4485
2011-2012 Regular Sessions
I N A S S E M B L Y
February 3, 2011
___________
Introduced by M. of A. LANCMAN -- read once and referred to the Commit-
tee on Energy
AN ACT to amend the business corporation law, in relation to enacting
the "shareholders remote voting act"
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
1 Section 1. Short title. This act shall be known and may be cited as
2 the "shareholders remote voting act".
3 S 2. Paragraphs (b), (c) and (d) of section 602 of the business corpo-
4 ration law are relettered paragraphs (c), (d) and (e) and a new para-
5 graph (b) is added to read as follows:
6 (B)(I) EVERY CORPORATION WHOSE SHARES ARE TRADED ON A STOCK EXCHANGE
7 OR IN THE OVER-THE-COUNTER MARKET SHALL: (1) IMPLEMENT REASONABLE MEAS-
8 URES TO PROVIDE SHAREHOLDERS NOT PHYSICALLY PRESENT AT A SHAREHOLDERS'
9 MEETING A REASONABLE OPPORTUNITY TO WITNESS THE PROCEEDINGS OF THE MEET-
10 ING SUBSTANTIALLY CONCURRENTLY WITH SUCH PROCEEDINGS; AND (2) PROVIDE
11 REASONABLE MEANS TO ENABLE SHAREHOLDERS TO VOTE OR CAST PROXIES WITH
12 RESPECT TO MATTERS SUBMITTED TO THE SHAREHOLDERS AT A SHAREHOLDERS'
13 MEETING BY MEANS OF ELECTRONIC COMMUNICATION.
14 (II) THIS PARAGRAPH MAY ALSO APPLY TO OTHER CORPORATIONS IF THE BOARD
15 OF DIRECTORS HAS ELECTED TO BE SUBJECT TO THIS PARAGRAPH.
16 (III) NOTHING REQUIRED IN SUBPARAGRAPHS (I) AND (II) OF THIS PARAGRAPH
17 SHALL LIMIT, RESTRICT OR SUPERSEDE OTHER FORMS OF VOTING AND PARTIC-
18 IPATION.
19 (IV) FOR PURPOSES OF THIS PARAGRAPH, "REASONABLE MEASURES" WITH
20 RESPECT TO WITNESSING PROCEEDINGS SHALL INCLUDE, BUT NOT BE LIMITED TO
21 AUDIO WEBCAST OR OTHER BROADCAST OF THE MEETING AND FOR VOTING SHALL
22 INCLUDE BUT NOT BE LIMITED TO TELEPHONIC AND INTERNET VOTING.
23 S 3. Section 605 of the business corporation law, as amended by chap-
24 ter 746 of the laws of 1963, paragraph (a) as amended by chapter 498 of
25 the laws of 1998, is amended to read as follows:
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD04132-03-1
A. 4485 2
1 S 605. Notice of meetings of shareholders.
2 (a) Whenever under the provisions of this chapter shareholders are
3 required or permitted to take any action at a meeting, notice shall be
4 given stating the place, date and hour of the meeting, THE MEANS OF
5 REMOTE COMMUNICATIONS, IF ANY, BY WHICH SHAREHOLDERS AND PROXYHOLDERS
6 MAY WITNESS THE PROCEEDINGS OF THE MEETING AND VOTE OR CAST PROXIES AT
7 SUCH MEETING and, unless it is the annual meeting, indicating that it is
8 being issued by or at the direction of the person or persons calling the
9 meeting. Notice of a special meeting shall also state the purpose or
10 purposes for which the meeting is called. Notice of any meeting of
11 shareholders may be written or electronic. If, at any meeting, action is
12 proposed to be taken which would, if taken, entitle shareholders
13 fulfilling the requirements of section 623 OF THIS CHAPTER (Procedure to
14 enforce shareholder's right to receive payment for shares) to receive
15 payment for their shares, the notice of such meeting shall include a
16 statement of that purpose and to that effect and shall be accompanied by
17 a copy of section 623 OF THIS CHAPTER or an outline of its material
18 terms. Notice of any meeting shall be given not fewer than ten nor more
19 than sixty days before the date of the meeting, provided, however, that
20 such notice may be given by third class mail not fewer than twenty-four
21 nor more than sixty days before the date of the meeting, to each share-
22 holder entitled to vote at such meeting. If mailed, such notice is given
23 when deposited in the United States mail, with postage thereon prepaid,
24 directed to the shareholder at the shareholder's address as it appears
25 on the record of shareholders, or, if the shareholder shall have filed
26 with the secretary of the corporation a request that notices to the
27 shareholder be mailed to some other address, then directed to him OR HER
28 at such other address. If transmitted electronically, such notice is
29 given when directed to the shareholder's electronic mail address as
30 supplied by the shareholder to the secretary of the corporation or as
31 otherwise directed pursuant to the shareholder's authorization or
32 instructions. An affidavit of the secretary or other person giving the
33 notice or of a transfer agent of the corporation that the notice
34 required by this section has been given shall, in the absence of fraud,
35 be prima facie evidence of the facts therein stated.
36 (b) When a meeting is adjourned to another time or place, it shall not
37 be necessary, unless the by-laws require otherwise, to give any notice
38 of the adjourned meeting if the time and place to which the meeting is
39 adjourned AND THE MEANS OF REMOTE COMMUNICATIONS, IF ANY, BY WHICH
40 SHAREHOLDERS AND PROXYHOLDERS MAY WITNESS THE PROCEEDINGS OF THE MEETING
41 AND VOTE OR CAST PROXIES AT THE MEETING are announced at the meeting at
42 which the adjournment is taken, and at the adjourned meeting any busi-
43 ness may be transacted that might have been transacted on the original
44 date of the meeting. However, if after the adjournment the board fixes a
45 new record date for the adjourned meeting, a notice of the adjourned
46 meeting shall be given to each shareholder of record on the new record
47 date entitled to notice under paragraph (a) OF THIS SECTION.
48 (C) NOTHING REQUIRED IN PARAGRAPHS (A) AND (B) OF THIS SECTION SHALL
49 LIMIT, RESTRICT OR SUPERSEDE OTHER FORMS OF VOTING AND PARTICIPATION.
50 S 4. This act shall take effect immediately.
