Bill Text: NY A10304 | 2017-2018 | General Assembly | Amended

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Bill Title: Relates to requiring a two-thirds vote of the board in certain circumstances.

Spectrum: Moderate Partisan Bill (Democrat 4-1)

Status: (Engrossed - Dead) 2018-06-19 - REFERRED TO RULES [A10304 Detail]

Download: New_York-2017-A10304-Amended.html

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                STATE OF NEW YORK
        ________________________________________________________________________
                                        10304--B
                   IN ASSEMBLY
                                     April 10, 2018
                                       ___________
        Introduced  by  M. of A. PAULIN, GALEF, RAIA, ABINANTI, BUCHWALD -- read
          once and referred to the Committee on  Corporations,  Authorities  and
          Commissions  --  committee discharged, bill amended, ordered reprinted
          as amended and recommitted to said committee -- reported and  referred
          to  the  Committee  on  Codes  --  committee discharged, bill amended,
          ordered reprinted as amended and recommitted to said committee
        AN ACT to amend the  not-for-profit  corporation  law,  in  relation  to
          voting requirements of the board of certain corporations
          The  People of the State of New York, represented in Senate and Assem-
        bly, do enact as follows:
     1    Section 1. The opening paragraph of paragraph (a) of  section  902  of
     2  the not-for-profit corporation law is amended to read as follows:
     3    The  board of each corporation proposing to participate in a merger or
     4  consolidation under section 901 (Power of merger or consolidation) shall
     5  adopt, by a vote of two-thirds of the directors present at the  time  of
     6  the  vote,  if  a  quorum  is  present at that time, or by a vote of the
     7  number of directors required under  the  certificate  of  incorporation,
     8  by-laws,  this chapter and any other applicable law, a plan of merger or
     9  consolidation, setting forth:
    10    § 2. Subparagraph 1 of paragraph (a) of section 1002 of  the  not-for-
    11  profit  corporation  law, as amended by chapter 549 of the laws of 2013,
    12  is amended to read as follows:
    13    (1) In the case of a vote by the board of directors: (i) the number of
    14  directors required under the certificate of incorporation, by-laws, this
    15  chapter and any other applicable law; [or]
    16    (ii) two-thirds of the directors present at the time of the vote, if a
    17  quorum is present at that time; or
    18    (iii) if the number of directors actually holding office  as  such  at
    19  the  time of the vote to adopt the plan is less than the number required
    20  to constitute a quorum of directors under the  certificate  of  incorpo-
    21  ration,  the  by-laws,  this  chapter  or  any other applicable law, the
    22  remaining directors unanimously;
    23    § 3. This act shall take effect on the ninetieth day  after  it  shall
    24  have become a law.
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD15253-05-8