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A00434 Summary:

Amd §§602 & 605, BC L
Requires certain corporations to permit shareholders to attend meetings via remote communication and to be deemed present for voting purposes.
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A00434 Text:

                STATE OF NEW YORK
                               2019-2020 Regular Sessions
                   IN ASSEMBLY
                                     January 9, 2019
        Introduced by M. of A. PAULIN -- read once and referred to the Committee
          on Corporations, Authorities and Commissions
        AN  ACT to amend the business corporation law, in relation to attendance
          of a meeting of shareholders by remote communication

          The People of the State of New York, represented in Senate and  Assem-
        bly, do enact as follows:
     1    Section  1. Paragraphs (b), (c) and (d) of section 602 of the business
     2  corporation law are relettered paragraphs (c), (d) and  (e)  and  a  new
     3  paragraph (b) is added to read as follows:
     4    (b)  (i)  A  corporation may, if authorized by the board of directors:
     5  (1) implement reasonable measures to provide shareholders not physically
     6  present at a shareholders' meeting a reasonable opportunity  to  partic-
     7  ipate  in the proceedings of the meeting substantially concurrently with
     8  such proceedings; and/or  (2)  provide  reasonable  measures  to  enable
     9  shareholders  to vote or grant proxies with respect to matters submitted
    10  to the shareholders at a shareholders' meeting by  means  of  electronic
    11  communication;  provided  that the corporation shall, if applicable, (A)
    12  implement reasonable measures to verify that each person deemed  present
    13  and  permitted  to  vote  at the meeting by means of electronic communi-
    14  cation is a shareholder of record and (B) keep a record of any  vote  or
    15  other action taken by a shareholder participating and voting by means of
    16  electronic  communications  at  a  shareholders'  meeting. A shareholder
    17  participating in a shareholders' meeting by this means is deemed  to  be
    18  present in person at the meeting.
    19    (ii)  Nothing  required  in  subparagraph  (i) of this paragraph shall
    20  limit, restrict or supersede other forms of voting and participation.
    21    (iii) For purposes  of  this  paragraph,  "reasonable  measures"  with
    22  respect to participating in proceedings shall include, but not be limit-
    23  ed  to,  audio  webcast or other broadcast of the meeting and for voting
    24  shall include but not be limited to telephonic and internet voting.
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.

        A. 434                              2
     1    § 2. Section 605 of the business corporation law, as amended by  chap-
     2  ter  746 of the laws of 1963, paragraph (a) as amended by chapter 498 of
     3  the laws of 1998, is amended to read as follows:
     4  § 605. Notice of meetings of shareholders.
     5    (a)  Whenever  under  the  provisions of this chapter shareholders are
     6  required or permitted to take any action at a meeting, notice  shall  be
     7  given  stating  the  place,  date  and hour of the meeting, the means of
     8  electronic communications, if any, by which shareholders and  proxyhold-
     9  ers  may participate in the proceedings of the meeting and vote or grant
    10  proxies at such meeting and, unless it is the annual meeting, indicating
    11  that it is being issued by or at the direction of the person or  persons
    12  calling  the  meeting.  Notice of a special meeting shall also state the
    13  purpose or purposes for which the meeting is called. Notice of any meet-
    14  ing of shareholders may be written or electronic. If,  at  any  meeting,
    15  action is proposed to be taken which would, if taken, entitle sharehold-
    16  ers  fulfilling  the  requirements  of section 623 (Procedure to enforce
    17  shareholder's right to receive payment for shares)  to  receive  payment
    18  for  their  shares, the notice of such meeting shall include a statement
    19  of that purpose and to that effect and shall be accompanied by a copy of
    20  section 623 or an outline of its material terms. Notice of  any  meeting
    21  shall  be  given  not fewer than ten nor more than sixty days before the
    22  date of the meeting, provided, however, that such notice may be given by
    23  third class mail not fewer than twenty-four nor  more  than  sixty  days
    24  before  the date of the meeting, to each shareholder entitled to vote at
    25  such meeting. If mailed, such notice is  given  when  deposited  in  the
    26  United States mail, with postage thereon prepaid, directed to the share-
    27  holder  at  the  shareholder's  address  as  it appears on the record of
    28  shareholders, or, if the shareholder shall have filed with the secretary
    29  of the corporation a request that notices to the shareholder  be  mailed
    30  to  some  other  address, then directed to him at such other address. If
    31  transmitted electronically, such notice is given when  directed  to  the
    32  shareholder's  electronic mail address as supplied by the shareholder to
    33  the secretary of the corporation or as otherwise  directed  pursuant  to
    34  the  shareholder's  authorization  or  instructions. An affidavit of the
    35  secretary or other person giving the notice or of a  transfer  agent  of
    36  the  corporation that the notice required by this section has been given
    37  shall, in the absence of fraud, be prima facie  evidence  of  the  facts
    38  therein stated.
    39    (b) When a meeting is adjourned to another time or place, it shall not
    40  be  necessary,  unless the by-laws require otherwise, to give any notice
    41  of the adjourned meeting if the time and place to which the  meeting  is
    42  adjourned  and  the means of electronic communications, if any, by which
    43  shareholders and proxyholders may participate in the proceedings of  the
    44  meeting and/or vote or grant proxies at the meeting are announced at the
    45  meeting  at which the adjournment is taken, and at the adjourned meeting
    46  any business may be transacted that might have been  transacted  on  the
    47  original  date  of  the  meeting.  However, if after the adjournment the
    48  board fixes a new record date for the adjourned meeting, a notice of the
    49  adjourned meeting shall be given to each shareholder of  record  on  the
    50  new record date entitled to notice under paragraph (a).
    51    (c)  Nothing  required in paragraphs (a) and (b) of this section shall
    52  limit, restrict or supersede other forms of voting and participation.
    53    § 3. This act shall take effect immediately.
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