S01897 Summary:

BILL NOS01897
 
SAME ASSAME AS A00222
 
SPONSORGALLIVAN
 
COSPNSR
 
MLTSPNSR
 
Amd §§902 & 1002, N-PC L
 
Relates to requiring a two-thirds vote of the board in certain circumstances.
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S01897 Actions:

BILL NOS01897
 
01/17/2019REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
01/08/2020REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
01/21/2020RECOMMIT, ENACTING CLAUSE STRICKEN
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S01897 Committee Votes:

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S01897 Floor Votes:

There are no votes for this bill in this legislative session.
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S01897 Text:



 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                          1897
 
                               2019-2020 Regular Sessions
 
                    IN SENATE
 
                                    January 17, 2019
                                       ___________
 
        Introduced  by Sen. GALLIVAN -- read twice and ordered printed, and when
          printed to be committed 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
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