S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   1237
 
                        2021-2022 Regular Sessions
 
                           I N  A S S E M B L Y
 
                              January 7, 2021
                                ___________
 
 Introduced by M. of A. PAULIN -- read once and referred to the Committee
   on Corporations, Authorities and Commissions
 
 AN  ACT to amend the business corporation law, the not-for-profit corpo-
   ration law, and the religious corporations law, in relation to provid-
   ing for the remote conduct of certain practices and procedures  relat-
   ing  to  board meetings; and to amend chapter 122 of the laws of 2020,
   amending the business corporation law, the not-for-profit  corporation
   law,  and the religious corporations law relating to providing for the
   remote conduct of certain practices and procedures relating  to  board
   meetings, in relation to the effectiveness thereof
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Paragraph (b) of section 708 of  the  business  corporation
 law,  as  amended by chapter 122 of the laws of 2020, is amended to read
 as follows:
   (b) Unless otherwise restricted by the certificate of incorporation or
 the by-laws, any action required or permitted to be taken by  the  board
 or  any  committee thereof may be taken without a meeting if all members
 of the board or the committee consent in writing to the  adoption  of  a
 resolution  authorizing  the  action.  The  resolution  and  the written
 consents thereto by the members of the board or committee shall be filed
 with the minutes of the proceedings of the board or committee. [For  the
 duration of the state disaster emergency declared by executive order two
 hundred  two  that began on March seventh, two thousand twenty, notwith-
 standing] NOTWITHSTANDING any provision of  law  to  the  contrary,  the
 written  consent  of  a  member  may  be made electronically, where such
 consent is submitted via electronic mail, TEXT, OR OTHER  SECURED  PLAT-
 FORM FOR ELECTRONIC COMMUNICATIONS, along with information from which it
 can  be  reasonably  determined  that the transmission was authorized by
 such member.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD05075-01-1
              

 A. 1237                             2
 
   § 2. Paragraph (a) of section 602 of the business corporation law,  as
 amended  by  chapter  122  of  the  laws  of 2020, is amended to read as
 follows:
   (a)  Meetings  of  shareholders  may  be held at such place, within or
 without this state, as may be fixed by or under the by-laws, or  if  not
 so  fixed, as determined by the board of directors. [For the duration of
 the state disaster emergency declared by executive order two hundred two
 that began on March seventh, two thousand twenty, if]  IF,  pursuant  to
 this paragraph or the by-laws of the corporation, the board of directors
 is  authorized  to determine the place of a meeting of shareholders, the
 board of directors may, in its sole discretion, determine that the meet-
 ing  be  held  solely  by  means  of   electronic   communication,   the
 platform/service  of which shall be the place of the meeting for purpose
 of this article.
   § 3. Paragraph (a) of section 603 of  the  not-for-profit  corporation
 law,  as  amended by chapter 122 of the laws of 2020, is amended to read
 as follows:
   (a) Meetings of members may be held at such place, within  or  without
 this state, as may be fixed by or under the by-laws or, if not so fixed,
 as  determined by the board of directors. [For the duration of the state
 disaster emergency declared by executive  order  two  hundred  two  that
 began on March seventh, two thousand twenty, the] THE board of directors
 may,  UNLESS OTHERWISE RESTRICTED BY THE CERTIFICATE OF INCORPORATION OR
 THE BY-LAWS, in its sole discretion, determine that meetings of  members
 be  held  partially  or solely by means of electronic communication, the
 electronic service and/or platform by which the meeting is held shall be
 the place of the meeting for purposes of this article if  a  meeting  is
 held  solely  by  means  of electronic communication. Meetings conducted
 partially or solely by means of electronic  communications  in  reliance
 upon  this  paragraph  and any member's electronic participation in such
 meetings shall be subject to those  guidelines  and  procedures  as  the
 board adopts, provided the board shall implement reasonable measures to:
 (1)  verify that each person participating electronically is a member or
 a proxy of a member; (2) provide  each  member  participating  electron-
 ically  with  a  reasonable  opportunity  to participate in the meeting,
 including an opportunity to propose, object to, and vote upon a specific
 action to be taken by  the  members,  and  to  see,  read  or  hear  the
 proceedings   of  the  meeting  substantially  concurrently  with  those
 proceedings; and (3) record and maintain a record of any votes or  other
 actions taken by electronic communication at the meeting.
   §  4. Section 605 of the not-for-profit corporation law, as amended by
 chapter 122 of the laws of 2020, is amended to read as follows:
 § 605. Notice of meeting of members.
   (a) Whenever under the provisions of this chapter members are required
 or permitted to take any action at a meeting, written notice shall state
 the place, date and hour of the meeting, [for the duration of the  state
 disaster  emergency  declared  by  executive  order two hundred two that
 began on March seventh, two thousand twenty,] the  means  of  electronic
 communication,   if  any,  by  which  members  may  participate  in  the
 proceedings of the meeting pursuant to  paragraph  (a)  of  section  six
 hundred three of this article and, unless it is an annual meeting, indi-
 cate  that  it  is  being issued by or at the direction of the person or
 persons calling the meeting. Notice of  a  special  meeting  shall  also
 state the purpose or purposes for which the meeting is called. A copy of
 the  notice  of  any  meeting shall be given, personally, by mail, or by
 facsimile telecommunications or by electronic mail, to each member enti-

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 tled to vote at such meeting. If the  notice  is  given  personally,  by
 first  class  mail  or  by facsimile telecommunications or by electronic
 mail, it shall be given not less than  ten  nor  more  than  fifty  days
 before the date of the meeting; if mailed by any other class of mail, it
 shall be given not less than thirty nor more than sixty days before such
 date.  If  mailed,  such  notice  is  given when deposited in the United
 States mail, with postage thereon prepaid, directed to the member at his
 address as it appears on the record of members, or,  if  he  shall  have
 filed  with  the  secretary  of  the  corporation a written request that
 notices to him be mailed to some other address, then directed to him  at
 such  other  address.  If  sent by facsimile telecommunication or mailed
 electronically, such notice is given when directed to the  member's  fax
 number  or  electronic  mail  address  as  it  appears  on the record of
 members, or, to such fax number or  other  electronic  mail  address  as
 filed with the secretary of the corporation. Notwithstanding the forego-
 ing,  such  notice shall not be deemed to have been given electronically
 (1) if the corporation is unable to deliver two consecutive  notices  to
 the member by facsimile telecommunication or electronic mail; or (2) the
 corporation  otherwise  becomes aware that notice cannot be delivered to
 the member by facsimile telecommunication or electronic mail. An affida-
 vit of the secretary or other person giving the notice or of a  transfer
 agent  of  the  corporation that the notice required by this section has
 been given shall, in the absence of fraud, be prima  facie  evidence  of
 the  facts  therein  stated.  Whenever  a corporation has more than five
 hundred members, the notice may be served by publication in a  newspaper
 published  in  the  county in the state in which the principal office of
 the corporation is located, once a week for three successive weeks  next
 preceding  the  date of the meeting, provided that the corporation shall
 also prominently post notice of such meeting  on  the  homepage  of  any
 website  maintained  by  the  corporation  continuously from the date of
 publication through the date of the meeting. A  corporation  shall  send
 notice  of  meetings  by  first class mail to any member who requests in
 writing that such notices be delivered by such method.
   (b) When a meeting is adjourned to another time or place, it shall not
 be necessary, unless the by-laws require otherwise, to give  any  notice
 of  the  adjourned meeting if the time and place to which the meeting is
 adjourned and[,  for  the  duration  of  the  state  disaster  emergency
 declared by executive order two hundred two that began on March seventh,
 two thousand twenty,] the means of electronic communications, if any, by
 which members may participate in the proceedings of the meeting pursuant
 to  paragraph  (a)  of  section  six  hundred  three of this article are
 announced at the meeting at which the adjournment is taken, and  at  the
 adjourned  meeting  any  business may be transacted that might have been
 transacted on the original date of the meeting. However,  if  after  the
 adjournment the board fixes a new record date for the adjourned meeting,
 a  notice  of  the  adjourned  meeting  shall be given to each member of
 record on the new record date entitled to notice under paragraph (a)  of
 this section.
   (c)  Nothing  required  in paragraphs (a) or (b) of this section shall
 limit, restrict or supersede other forms of voting and participation.
   § 5. Section 28 of the religious corporations law, as added by chapter
 122 of the laws of 2020, is amended read as follows:
   § 28. [Meetings for the  duration  of  the  state  disaster  emergency
 declared by executive order two hundred two that began on March seventh,
 two  thousand  twenty; electronic communication. For the duration of the
 state disaster emergency declared by executive  order  two  hundred  two

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 that began on March seventh, two thousand twenty, notwithstanding] ELEC-
 TRONIC  MEETINGS.   NOTWITHSTANDING any provision of law, certificate of
 incorporation or by-laws to the contrary, if the board of trustees of  a
 religious  corporation  is  authorized to determine the place of trustee
 meetings [or], corporate meetings, CONGREGANT  OR  MEMBERSHIP  MEETINGS,
 the  board  of  trustees may, in its sole discretion, determine that the
 meeting shall be held solely by means of electronic  communication,  the
 electronic  service  and/or  platform  through which the meeting is held
 shall be the place of the meeting for purposes of this chapter.
   § 6. Section 6 of chapter 122 of the laws of 2020, amending the  busi-
 ness  corporation law, the not-for-profit corporation law, and the reli-
 gious corporations law relating to providing for the remote  conduct  of
 certain  practices and procedures relating to board meetings, is amended
 to read as follows:
   § 6. This act shall take effect immediately [and shall expire  and  be
 deemed repealed December 31, 2021].
   § 7. This act shall take effect immediately.