•  Summary 
  •  
  •  Actions 
  •  
  •  Committee Votes 
  •  
  •  Floor Votes 
  •  
  •  Memo 
  •  
  •  Text 
  •  
  •  LFIN 
  •  
  •  Chamber Video/Transcript 

A09745 Summary:

BILL NOA09745
 
SAME ASSAME AS S07073
 
SPONSORPaulin
 
COSPNSR
 
MLTSPNSR
 
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.
Go to top    

A09745 Actions:

BILL NOA09745
 
02/05/2018referred to corporations, authorities and commissions
02/13/2018reported referred to codes
02/27/2018reported
03/01/2018advanced to third reading cal.704
03/06/2018passed assembly
03/06/2018delivered to senate
03/06/2018REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
Go to top

A09745 Memo:

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.
Go to top

A09745 Text:



 
                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.
                                                                   LBD02530-01-7

        A. 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.
Go to top