|SAME AS||SAME AS S07073|
|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.|
|02/05/2018||referred to corporations, authorities and commissions|
|02/13/2018||reported referred to codes|
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NEW YORK STATE ASSEMBLY
MEMORANDUM IN SUPPORT OF LEGISLATION
submitted in accordance with Assembly Rule III, Sec 1(f)
BILL NUMBER: A9745 SPONSOR: Paulin
TITLE OF BILL: An act to amend the business corporation law, in relation to attendance of a meeting of shareholders by remote communi- cation   PURPOSE: This bill will offer business corporations the opportunity to authorize, by action of the board of directors, to implement reasonable measures to provide shareholders who are not physically present at shareholder meet- ings with an opportunity to participate long distance by electronic measures.   SUMMARY OF PROVISIONS: Section 1 - re-letters paragraphs (b), (c) and (d) of section 602 of the Business Corporation Law to (c), (d) and (e), while adding a new para- graph (b) which offers corporations as an option, but does not mandate, long distance participation of shareholders in shareholder meetings by electronic methods. Section 2 amends section 605 of the Business Corporation Law to provide notice of means of electronic participation to shareholders when such option is offered. Section 3 sets forth the effective date.   JUSTIFICATION: The bill recognizes the advances that have been made in teleconferencing technology and offers options to corporations to better facilitate shareholder meetings. Where the board of directors determines such meth- ods of participation are appropriate, permitting electronic partic- ipation by shareholders can provide greater convenience and flexibility, allowing long-distance shareholders to participate in meetings.   FISCAL IMPACT ON THE STATE: None.   LEGISLATIVE HISTORY: A.1012 of 2017 (Kavanagh), passed Assembly. Same-as S.6068 of 2017, referred to corporations. A.5781 of 2016 (Kavanagh), advanced to third reading.   EFFECTIVE DATE: This act shall take effect immediately.
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STATE OF NEW YORK ________________________________________________________________________ 9745 IN ASSEMBLY February 5, 2018 ___________ 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. 25 § 2. Section 605 of the business corporation law, as amended by chap- 26 ter 746 of the laws of 1963, paragraph (a) as amended by chapter 498 of 27 the laws of 1998, is amended to read as follows: 28 § 605. Notice of meetings of shareholders. EXPLANATION--Matter in italics (underscored) is new; matter in brackets [ ] is old law to be omitted. LBD02530-01-7A. 9745 2 1 (a) Whenever under the provisions of this chapter shareholders are 2 required or permitted to take any action at a meeting, notice shall be 3 given stating the place, date and hour of the meeting, the means of 4 electronic communications, if any, by which shareholders and proxyhold- 5 ers may participate in the proceedings of the meeting and vote or grant 6 proxies at such meeting and, unless it is the annual meeting, indicating 7 that it is being issued by or at the direction of the person or persons 8 calling the meeting. Notice of a special meeting shall also state the 9 purpose or purposes for which the meeting is called. Notice of any meet- 10 ing of shareholders may be written or electronic. If, at any meeting, 11 action is proposed to be taken which would, if taken, entitle sharehold- 12 ers fulfilling the requirements of section 623 (Procedure to enforce 13 shareholder's right to receive payment for shares) to receive payment 14 for their shares, the notice of such meeting shall include a statement 15 of that purpose and to that effect and shall be accompanied by a copy of 16 section 623 or an outline of its material terms. Notice of any meeting 17 shall be given not fewer than ten nor more than sixty days before the 18 date of the meeting, provided, however, that such notice may be given by 19 third class mail not fewer than twenty-four nor more than sixty days 20 before the date of the meeting, to each shareholder entitled to vote at 21 such meeting. If mailed, such notice is given when deposited in the 22 United States mail, with postage thereon prepaid, directed to the share- 23 holder at the shareholder's address as it appears on the record of 24 shareholders, or, if the shareholder shall have filed with the secretary 25 of the corporation a request that notices to the shareholder be mailed 26 to some other address, then directed to him at such other address. If 27 transmitted electronically, such notice is given when directed to the 28 shareholder's electronic mail address as supplied by the shareholder to 29 the secretary of the corporation or as otherwise directed pursuant to 30 the shareholder's authorization or instructions. An affidavit of the 31 secretary or other person giving the notice or of a transfer agent of 32 the corporation that the notice required by this section has been given 33 shall, in the absence of fraud, be prima facie evidence of the facts 34 therein stated. 35 (b) When a meeting is adjourned to another time or place, it shall not 36 be necessary, unless the by-laws require otherwise, to give any notice 37 of the adjourned meeting if the time and place to which the meeting is 38 adjourned and the means of electronic communications, if any, by which 39 shareholders and proxyholders may participate in the proceedings of the 40 meeting and/or vote or grant proxies at the meeting are announced at the 41 meeting at which the adjournment is taken, and at the adjourned meeting 42 any business may be transacted that might have been transacted on the 43 original date of the meeting. However, if after the adjournment the 44 board fixes a new record date for the adjourned meeting, a notice of the 45 adjourned meeting shall be given to each shareholder of record on the 46 new record date entitled to notice under paragraph (a). 47 (c) Nothing required in paragraphs (a) and (b) of this section shall 48 limit, restrict or supersede other forms of voting and participation. 49 § 3. This act shall take effect immediately.