Bill Text: NY S08412 | 2019-2020 | General Assembly | Introduced
Bill Title: Provides for the remote conduct of certain practices and procedures relating to board meetings utilizing electronic and/or audio-visual technologies.
Spectrum: Partisan Bill (Democrat 9-0)
Status: (Passed) 2020-06-17 - SIGNED CHAP.122 [S08412 Detail]
Download: New_York-2019-S08412-Introduced.html
STATE OF NEW YORK ________________________________________________________________________ 8412 IN SENATE May 24, 2020 ___________ Introduced by Sen. BENJAMIN -- read twice and ordered printed, and when printed to be committed to the Committee on Corporations, Authorities and Commissions 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; and providing for the repeal of such provisions upon the expiration thereof 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 296 of the laws of 1977, 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, notwith- 13 standing any provision of law to the contrary, the written consent of a 14 member may be made electronically, where such consent is submitted via 15 electronic mail along with information from which it can be reasonably 16 determined that the transmission was authorized by such member. 17 § 2. Paragraph (a) of section 602 of the business corporation law is 18 amended to read as follows: 19 (a) Meetings of shareholders may be held at such place, within or 20 without this state, as may be fixed by or under the by-laws, or if not 21 so fixed, [at the office of the corporation in this state] as determined 22 by the board of directors. For the duration of the state disaster emer- 23 gency declared by executive order two hundred two that began on March 24 seventh, two thousand twenty, if, pursuant to this paragraph or the EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD16465-03-0S. 8412 2 1 by-laws of the corporation, the board of directors is authorized to 2 determine the place of a meeting of shareholders, the board of directors 3 may, in its sole discretion, determine that the meeting be held solely 4 by means of electronic communication, the platform/service of which 5 shall be the place of the meeting for purpose of this article. 6 § 3. Paragraph (a) of section 603 of the not-for-profit corporation 7 law is amended to read as follows: 8 (a) Meetings of members may be held at such place, within or without 9 this state, as may be fixed by or under the by-laws or, if not so fixed, 10 [at the office of the corporation in this state] as determined by the 11 board of directors. For the duration of the state disaster emergency 12 declared by executive order two hundred two that began on March seventh, 13 two thousand twenty, the board of directors may, in its sole discretion, 14 determine that meetings of members be held partially or solely by means 15 of electronic communication, the electronic service and/or platform by 16 which the meeting is held shall be the place of the meeting for purposes 17 of this article if a meeting is held solely by means of electronic 18 communication. Meetings conducted partially or solely by means of elec- 19 tronic communications in reliance upon this paragraph and any member's 20 electronic participation in such meetings shall be subject to those 21 guidelines and procedures as the board adopts, provided the board shall 22 implement reasonable measures to: (1) verify that each person partic- 23 ipating electronically is a member or a proxy of a member; (2) provide 24 each member participating electronically with a reasonable opportunity 25 to participate in the meeting, including an opportunity to propose, 26 object to, and vote upon a specific action to be taken by the members, 27 and to see, read or hear the proceedings of the meeting substantially 28 concurrently with those proceedings; and (3) record and maintain a 29 record of any votes or other actions taken by electronic communication 30 at the meeting. 31 § 4. Section 605 of the not-for-profit corporation law, paragraph (a) 32 as amended by chapter 549 of the laws of 2013, is amended to read as 33 follows: 34 § 605. Notice of meeting of members. 35 (a) Whenever under the provisions of this chapter members are required 36 or permitted to take any action at a meeting, written notice shall state 37 the place, date and hour of the meeting, for the duration of the state 38 disaster emergency declared by executive order two hundred two that 39 began on March seventh, two thousand twenty, the means of electronic 40 communication, if any, by which members may participate in the 41 proceedings of the meeting pursuant to paragraph (a) of section six 42 hundred three of this article and, unless it is an annual meeting, indi- 43 cate that it is being issued by or at the direction of the person or 44 persons calling the meeting. Notice of a special meeting shall also 45 state the purpose or purposes for which the meeting is called. A copy of 46 the notice of any meeting shall be given, personally, by mail, or by 47 facsimile telecommunications or by electronic mail, to each member enti- 48 tled to vote at such meeting. If the notice is given personally, by 49 first class mail or by facsimile telecommunications or by electronic 50 mail, it shall be given not less than ten nor more than fifty days 51 before the date of the meeting; if mailed by any other class of mail, it 52 shall be given not less than thirty nor more than sixty days before such 53 date. If mailed, such notice is given when deposited in the United 54 States mail, with postage thereon prepaid, directed to the member at his 55 address as it appears on the record of members, or, if he shall have 56 filed with the secretary of the corporation a written request thatS. 8412 3 1 notices to him be mailed to some other address, then directed to him at 2 such other address. If sent by facsimile telecommunication or mailed 3 electronically, such notice is given when directed to the member's fax 4 number or electronic mail address as it appears on the record of 5 members, or, to such fax number or other electronic mail address as 6 filed with the secretary of the corporation. Notwithstanding the forego- 7 ing, such notice shall not be deemed to have been given electronically 8 (1) if the corporation is unable to deliver two consecutive notices to 9 the member by facsimile telecommunication or electronic mail; or (2) the 10 corporation otherwise becomes aware that notice cannot be delivered to 11 the member by facsimile telecommunication or electronic mail. An affida- 12 vit of the secretary or other person giving the notice or of a transfer 13 agent of the corporation that the notice required by this section has 14 been given shall, in the absence of fraud, be prima facie evidence of 15 the facts therein stated. Whenever a corporation has more than five 16 hundred members, the notice may be served by publication in a newspaper 17 published in the county in the state in which the principal office of 18 the corporation is located, once a week for three successive weeks next 19 preceding the date of the meeting, provided that the corporation shall 20 also prominently post notice of such meeting on the homepage of any 21 website maintained by the corporation continuously from the date of 22 publication through the date of the meeting. A corporation shall send 23 notice of meetings by first class mail to any member who requests in 24 writing that such notices be delivered by such method. 25 (b) When a meeting is adjourned to another time or place, it shall not 26 be necessary, unless the by-laws require otherwise, to give any notice 27 of the adjourned meeting if the time and place to which the meeting is 28 adjourned and, for the duration of the state disaster emergency declared 29 by executive order two hundred two that began on March seventh, two 30 thousand twenty, the means of electronic communications, if any, by 31 which members may participate in the proceedings of the meeting pursuant 32 to paragraph (a) of section six hundred three of this article are 33 announced at the meeting at which the adjournment is taken, and at the 34 adjourned meeting any business may be transacted that might have been 35 transacted on the original date of the meeting. However, if after the 36 adjournment the board fixes a new record date for the adjourned meeting, 37 a notice of the adjourned meeting shall be given to each member of 38 record on the new record date entitled to notice under paragraph (a) of 39 this section. 40 (c) Nothing required in paragraphs (a) or (b) of this section shall 41 limit, restrict or supersede other forms of voting and participation. 42 § 5. The religious corporations law is amended by adding a new section 43 28 to read as follows: 44 § 28. Meetings for the duration of the state disaster emergency 45 declared by executive order two hundred two that began on March seventh, 46 two thousand twenty; electronic communication. For the duration of the 47 state disaster emergency declared by executive order two hundred two 48 that began on March seventh, two thousand twenty, notwithstanding any 49 provision of law, certificate of incorporation or by-laws to the contra- 50 ry, if the board of trustees of a religious corporation is authorized to 51 determine the place of trustee meetings or corporate meetings, the board 52 of trustees may, in its sole discretion, determine that the meeting 53 shall be held solely by means of electronic communication, the electron- 54 ic service and/or platform through which the meeting is held shall be 55 the place of the meeting for purposes of this chapter.S. 8412 4 1 § 6. This act shall take effect immediately and shall expire and be 2 deemed repealed December 31, 2021.