STATE OF NEW YORK
________________________________________________________________________
222
2019-2020 Regular Sessions
IN ASSEMBLY(Prefiled)
January 9, 2019
___________
Introduced by M. of A. PAULIN, GALEF, RAIA, ABINANTI, BUCHWALD -- read
once and referred 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
