Bill Text: NY S03917 | 2021-2022 | General Assembly | Amended
Bill Title: Allows corporations to conduct business and meetings electronically either for the duration of the state disaster emergency or until December 31, 2021, whichever is later.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Passed) 2021-04-06 - SIGNED CHAP.98 [S03917 Detail]
Download: New_York-2021-S03917-Amended.html
STATE OF NEW YORK ________________________________________________________________________ 3917--A Cal. No. 327 2021-2022 Regular Sessions IN SENATE February 1, 2021 ___________ Introduced by Sen. BENJAMIN -- read twice and ordered printed, and when printed to be committed to the Committee on Corporations, Authorities and Commissions -- reported favorably from said committee, ordered to first and second report, amended on second report, ordered to a third reading, and to be reprinted as amended, retaining its place in the order of third reading AN ACT to amend the business corporation law, the not-for-profit corpo- ration law and the religious corporations law, in relation to allowing corporations to conduct business and meetings electronically for a certain period of time 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. EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD05120-02-1S. 3917--A 2 1 § 2. Paragraph (a) of section 602 of the business corporation law, as 2 amended by chapter 122 of the laws of 2020, is amended to read as 3 follows: 4 (a) Meetings of shareholders may be held at such place, within or 5 without this state, as may be fixed by or under the by-laws, or if not 6 so fixed, as determined by the board of directors. For the duration of 7 the state disaster emergency declared by executive order two hundred two 8 that began on March seventh, two thousand twenty, or until December 9 thirty-first, two thousand twenty-one, whichever is later, if, pursuant 10 to this paragraph or the by-laws of the corporation, the board of direc- 11 tors is authorized to determine the place of a meeting of shareholders, 12 the board of directors may, in its sole discretion, determine that the 13 meeting be held solely by means of electronic communication, the 14 platform/service of which shall be the place of the meeting for purpose 15 of this article. 16 § 3. Paragraph (a) of section 603 of the not-for-profit corporation 17 law, as amended by chapter 122 of the laws of 2020, is amended to read 18 as follows: 19 (a) Meetings of members may be held at such place, within or without 20 this state, as may be fixed by or under the by-laws or, if not so fixed, 21 as determined by the board of directors. For the duration of the state 22 disaster emergency declared by executive order two hundred two that 23 began on March seventh, two thousand twenty, or until December thirty- 24 first, two thousand twenty-one, whichever is later, the board of direc- 25 tors may, in its sole discretion, determine that meetings of members be 26 held partially or solely by means of electronic communication, the elec- 27 tronic service and/or platform by which the meeting is held shall be the 28 place of the meeting for purposes of this article if a meeting is held 29 solely by means of electronic communication. Meetings conducted partial- 30 ly or solely by means of electronic communications in reliance upon this 31 paragraph and any member's electronic participation in such meetings 32 shall be subject to those guidelines and procedures as the board adopts, 33 provided the board shall implement reasonable measures to: (1) verify 34 that each person participating electronically is a member or a proxy of 35 a member; (2) provide each member participating electronically with a 36 reasonable opportunity to participate in the meeting, including an 37 opportunity to propose, object to, and vote upon a specific action to be 38 taken by the members, and to see, read or hear the proceedings of the 39 meeting substantially concurrently with those proceedings; and (3) 40 record and maintain a record of any votes or other actions taken by 41 electronic communication at the meeting. 42 § 4. Section 605 of the not-for-profit corporation law, as amended by 43 chapter 122 of the laws of 2020, is amended to read as follows: 44 § 605. Notice of meeting of members. 45 (a) Whenever under the provisions of this chapter members are required 46 or permitted to take any action at a meeting, written notice shall state 47 the place, date and hour of the meeting, for the duration of the state 48 disaster emergency declared by executive order two hundred two that 49 began on March seventh, two thousand twenty, or until December thirty- 50 first, two thousand twenty-one, whichever is later, the means of elec- 51 tronic communication, if any, by which members may participate in the 52 proceedings of the meeting pursuant to paragraph (a) of section six 53 hundred three of this article and, unless it is an annual meeting, indi- 54 cate that it is being issued by or at the direction of the person or 55 persons calling the meeting. Notice of a special meeting shall also 56 state the purpose or purposes for which the meeting is called. A copy ofS. 3917--A 3 1 the notice of any meeting shall be given, personally, by mail, or by 2 facsimile telecommunications or by electronic mail, to each member enti- 3 tled to vote at such meeting. If the notice is given personally, by 4 first class mail or by facsimile telecommunications or by electronic 5 mail, it shall be given not less than ten nor more than fifty days 6 before the date of the meeting; if mailed by any other class of mail, it 7 shall be given not less than thirty nor more than sixty days before such 8 date. If mailed, such notice is given when deposited in the United 9 States mail, with postage thereon prepaid, directed to the member at his 10 address as it appears on the record of members, or, if he shall have 11 filed with the secretary of the corporation a written request that 12 notices to him be mailed to some other address, then directed to him at 13 such other address. If sent by facsimile telecommunication or mailed 14 electronically, such notice is given when directed to the member's fax 15 number or electronic mail address as it appears on the record of 16 members, or, to such fax number or other electronic mail address as 17 filed with the secretary of the corporation. Notwithstanding the forego- 18 ing, such notice shall not be deemed to have been given electronically 19 (1) if the corporation is unable to deliver two consecutive notices to 20 the member by facsimile telecommunication or electronic mail; or (2) the 21 corporation otherwise becomes aware that notice cannot be delivered to 22 the member by facsimile telecommunication or electronic mail. An affida- 23 vit of the secretary or other person giving the notice or of a transfer 24 agent of the corporation that the notice required by this section has 25 been given shall, in the absence of fraud, be prima facie evidence of 26 the facts therein stated. Whenever a corporation has more than five 27 hundred members, the notice may be served by publication in a newspaper 28 published in the county in the state in which the principal office of 29 the corporation is located, once a week for three successive weeks next 30 preceding the date of the meeting, provided that the corporation shall 31 also prominently post notice of such meeting on the homepage of any 32 website maintained by the corporation continuously from the date of 33 publication through the date of the meeting. A corporation shall send 34 notice of meetings by first class mail to any member who requests in 35 writing that such notices be delivered by such method. 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, for the duration of the state disaster emergency declared 40 by executive order two hundred two that began on March seventh, two 41 thousand twenty, or until December thirty-first, two thousand twenty- 42 one, whichever is later, the means of electronic communications, if any, 43 by which members may participate in the proceedings of the meeting 44 pursuant to paragraph (a) of section six hundred three of this article 45 are announced at the meeting at which the adjournment is taken, and at 46 the adjourned meeting any business may be transacted that might have 47 been transacted on the original date of the meeting. However, if after 48 the adjournment the board fixes a new record date for the adjourned 49 meeting, a notice of the adjourned meeting shall be given to each member 50 of record on the new record date entitled to notice under paragraph (a) 51 of this section. 52 (c) Nothing required in paragraphs (a) or (b) of this section shall 53 limit, restrict or supersede other forms of voting and participation. 54 § 5. Section 28 of the religious corporations law, as added by chapter 55 122 of the laws of 2020, is amended to read as follows:S. 3917--A 4 1 § 28. Meetings for the duration of the state disaster emergency 2 declared by executive order two hundred two that began on March seventh, 3 two thousand twenty; electronic communication. For the duration of the 4 state disaster emergency declared by executive order two hundred two 5 that began on March seventh, two thousand twenty, or until December 6 thirty-first, two thousand twenty-one, whichever is later, notwithstand- 7 ing any provision of law, certificate of incorporation or by-laws to the 8 contrary, if the board of trustees of a religious corporation is author- 9 ized to determine the place of trustee meetings or corporate meetings, 10 the board of trustees may, in its sole discretion, determine that the 11 meeting shall be held solely by means of electronic communication, the 12 electronic service and/or platform through which the meeting is held 13 shall be the place of the meeting for purposes of this chapter. 14 § 6. This act shall take effect immediately, provided, however, that: 15 a. the amendments to paragraph (b) of section 708 of the business 16 corporation law made by section one of this act shall not affect the 17 expiration of such paragraph and shall be deemed to expire therewith; 18 b. the amendments to paragraph (a) of section 602 of the business 19 corporation law made by section two of this act shall not affect the 20 expiration of such paragraph and shall be deemed to expire therewith; 21 c. the amendments to paragraph (a) of section 603 of the not-for-pro- 22 fit corporation law made by section three of this act shall not affect 23 the expiration of such paragraph and shall be deemed to expire there- 24 with; 25 d. the amendments to section 605 of the not-for-profit corporation law 26 made by section four of this act shall not affect the expiration of such 27 section and shall be deemed to expire therewith; and 28 e. the amendments to section 28 of the religious corporations law made 29 by section five of this act shall not affect the repeal of such section 30 and shall be deemed repealed therewith.
