Senate Bill S7328

2011-2012 Legislative Session

Authorizes corporation to allow attendance of a meeting of shareholders by remote communication

download bill text pdf

Sponsored By

Archive: Last Bill Status - In Senate Committee Rules Committee


  • 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-S7328 (ACTIVE) - Details

See Assembly Version of this Bill:
A1710
Current Committee:
Senate Rules
Law Section:
Business Corporation Law
Laws Affected:
Amd §§602 & 605, BC L
Versions Introduced in Other Legislative Sessions:
2009-2010: A1567
2013-2014: A4946
2015-2016: A5781
2017-2018: A1012, A9745
2019-2020: A434

2011-S7328 (ACTIVE) - Summary

Authorizes a corporation to allow attendance of a meeting of shareholders by remote communication.

2011-S7328 (ACTIVE) - Sponsor Memo

2011-S7328 (ACTIVE) - Bill Text download pdf

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

                                  7328

                            I N  S E N A T E

                               May 2, 2012
                               ___________

Introduced  by  Sen.  RANZENHOFER -- read twice and ordered printed, and
  when printed to be committed to the Committee on Corporations, Author-
  ities 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:

  Section 1. Paragraphs (b), (c) and (d) of section 602 of the  business
corporation  law  are  relettered  paragraphs (c), (d) and (e) and a new
paragraph (b) is added to read as follows:
  (B) (I) A CORPORATION MAY, IF AUTHORIZED BY THE  BOARD  OF  DIRECTORS:
(1) IMPLEMENT REASONABLE MEASURES TO PROVIDE SHAREHOLDERS NOT PHYSICALLY
PRESENT  AT  A SHAREHOLDERS' MEETING A REASONABLE OPPORTUNITY TO PARTIC-
IPATE IN THE PROCEEDINGS OF THE MEETING SUBSTANTIALLY CONCURRENTLY  WITH
SUCH  PROCEEDINGS;  AND/OR  (2)  PROVIDE  REASONABLE  MEASURES TO ENABLE
SHAREHOLDERS TO VOTE OR GRANT PROXIES WITH RESPECT TO MATTERS  SUBMITTED
TO  THE  SHAREHOLDERS  AT A SHAREHOLDERS' MEETING BY MEANS OF ELECTRONIC
COMMUNICATION; PROVIDED THAT THE CORPORATION SHALL, IF  APPLICABLE,  (A)
IMPLEMENT  REASONABLE MEASURES TO VERIFY THAT EACH PERSON DEEMED PRESENT
AND PERMITTED TO VOTE AT THE MEETING BY  MEANS  OF  ELECTRONIC  COMMUNI-
CATION  IS  A SHAREHOLDER OF RECORD AND (B) KEEP A RECORD OF ANY VOTE OR
OTHER ACTION TAKEN BY A SHAREHOLDER PARTICIPATING AND VOTING BY MEANS OF
ELECTRONIC COMMUNICATIONS AT  A  SHAREHOLDERS'  MEETING.  A  SHAREHOLDER
PARTICIPATING  IN  A SHAREHOLDERS' MEETING BY THIS MEANS IS DEEMED TO BE
PRESENT IN PERSON AT THE MEETING.
  (II) NOTHING REQUIRED IN SUBPARAGRAPH  (I)  OF  THIS  PARAGRAPH  SHALL
LIMIT, RESTRICT OR SUPERSEDE OTHER FORMS OF VOTING AND PARTICIPATION.
  (III)  FOR  PURPOSES  OF  THIS  PARAGRAPH,  "REASONABLE MEASURES" WITH
RESPECT TO PARTICIPATING IN PROCEEDINGS SHALL INCLUDE, BUT NOT BE LIMIT-
ED TO, AUDIO WEBCAST OR OTHER BROADCAST OF THE MEETING  AND  FOR  VOTING
SHALL INCLUDE BUT NOT BE LIMITED TO TELEPHONIC AND INTERNET VOTING.
  S  2. Section 605 of the business corporation law, as amended by chap-
ter 746 of the laws of 1963, paragraph (a) as amended by chapter 498  of
the laws of 1998, is amended to read as follows:

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
              

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