Assembly Bill A4678

2011-2012 Legislative Session

Provides that any shareholder who owns 20% or more of a corporation's shares shall be entitled to elect a proportional share of the board of directors

download bill text pdf

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Archive: Last Bill Status - Stricken

  • Introduced
    • In Committee Assembly
    • In Committee Senate
    • On Floor Calendar Assembly
    • On Floor Calendar Senate
    • Passed Assembly
    • Passed Senate
  • Delivered to Governor
  • Signed By Governor

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2011-A4678 (ACTIVE) - Details

See Senate Version of this Bill:
S1387
Law Section:
Business Corporation Law
Laws Affected:
Amd §618, BC L
Versions Introduced in Other Legislative Sessions:
2009-2010: A4917, S5008
2013-2014: S1270

2011-A4678 (ACTIVE) - Summary

Provides that any shareholder who owns 20% or more of a corporation's shares shall be entitled to elect a proportional share of the board of directors.

2011-A4678 (ACTIVE) - Bill Text download pdf 

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  4678

                       2011-2012 Regular Sessions

                          I N  A S S E M B L Y

                            February 4, 2011
                               ___________

Introduced  by  M.  of  A.  P. RIVERA  --  read once and referred to the
  Committee on Corporations, Authorities and Commissions

AN ACT to amend the business corporation law, in relation to authorizing
  any shareholder owning twenty percent or more of the issued shares  to
  elect  that  proportion of the directors which is equal to such share-
  holder's ownership of corporate shares

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Section 618 of the business corporation law is amended to
read as follows:
S 618. Cumulative voting.
  (A) The certificate of incorporation of any  corporation  may  provide
that  in all elections of directors of such corporation each shareholder
shall be entitled to as many votes as shall equal the  number  of  votes
which,  except  for  such  provisions as to cumulative voting, he OR SHE
would be entitled to cast for the election of directors with respect  to
his  OR  HER shares multiplied by the number of directors to be elected,
and that he OR SHE may cast all of such votes for a single  director  or
may distribute them among the number to be voted for, or any two or more
of them, as he OR SHE may see fit, which right, when exercised, shall be
termed cumulative voting.
  (B)  IF  ANY SHAREHOLDER WHO OWNS TWENTY PERCENT OR MORE OF THE ISSUED
AND OUTSTANDING SHARES OF ANY CORPORATION SHALL PETITION  THE  BOARD  OF
DIRECTORS  OF SUCH CORPORATION TO CAUSE THE ARTICLES OF INCORPORATION OF
SUCH CORPORATION TO BE AMENDED  TO  PROVIDE  FOR  CUMULATIVE  VOTING  AS
PROVIDED  IN PARAGRAPH (A) OF THIS SECTION, THE BOARD OF DIRECTORS SHALL
PROMPTLY CAUSE SUCH ARTICLES OF INCORPORATION TO BE  SO  AMENDED  BEFORE
THE  NEXT  SCHEDULED MEETING OF SHAREHOLDERS FOR THE PURPOSE OF ELECTING
DIRECTORS, UNLESS SUCH NEXT MEETING WAS SCHEDULED AND NOTICED TO BE HELD
LESS THAN NINETY DAYS FROM THE DATE OF SUCH SHAREHOLDER PETITION.
  S 2. This act shall take effect on the first of January next  succeed-
ing  the  date  on  which it shall have become a law, and shall apply to
elections of directors occurring on or after such date.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets

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