Bill Text: NY S07361 | 2019-2020 | General Assembly | Introduced

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

Spectrum: Bipartisan Bill

Status: (Introduced - Dead) 2020-01-21 - REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS [S07361 Detail]

Download: New_York-2019-S07361-Introduced.html

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                STATE OF NEW YORK
        ________________________________________________________________________

                                          7361

                    IN SENATE

                                    January 21, 2020
                                       ___________

        Introduced  by Sens. COMRIE, GALLIVAN -- read twice and ordered printed,
          and when printed to be committed to  the  Committee  on  Corporations,
          Authorities and Commissions

        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.
                                                                   LBD02091-01-9