S T A T E O F N E W Y O R K
2011-2012 Regular Sessions
I N S E N A T E
January 7, 2011
Introduced by Sen. PERKINS -- read twice and ordered printed, and when
printed to be committed to the Committee on Corporations, Authorities
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
[ ] is old law to be omitted.