S T A T E O F N E W Y O R K
________________________________________________________________________
1567
2009-2010 Regular Sessions
I N A S S E M B L Y
(PREFILED)
January 7, 2009
___________
Introduced by M. of A. BRODSKY, KAVANAGH -- read once and referred to
the Committee on Corporations, Authorities 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) EVERY CORPORATION WHOSE SHARES ARE TRADED ON A STOCK EXCHANGE
OR IN THE OVER-THE-COUNTER MARKET SHALL: (1) IMPLEMENT REASONABLE MEAS-
URES TO PROVIDE SHAREHOLDERS NOT PHYSICALLY PRESENT AT A SHAREHOLDERS'
MEETING A REASONABLE OPPORTUNITY TO WITNESS THE PROCEEDINGS OF THE MEET-
ING SUBSTANTIALLY CONCURRENTLY WITH SUCH PROCEEDINGS; AND (2) PROVIDE
REASONABLE MEANS TO ENABLE SHAREHOLDERS TO VOTE OR CAST PROXIES WITH
RESPECT TO MATTERS SUBMITTED TO THE SHAREHOLDERS AT A SHAREHOLDERS'
MEETING BY MEANS OF ELECTRONIC COMMUNICATION.
(II) THIS PARAGRAPH MAY ALSO APPLY TO OTHER CORPORATIONS IF THE BOARD
OF DIRECTORS HAS ELECTED TO BE SUBJECT TO THIS PARAGRAPH.
(III) NOTHING REQUIRED IN SUBPARAGRAPHS (I) AND (II) OF THIS PARAGRAPH
SHALL LIMIT, RESTRICT OR SUPERSEDE OTHER FORMS OF VOTING AND PARTIC-
IPATION.
(IV) FOR PURPOSES OF THIS PARAGRAPH, "REASONABLE MEASURES" WITH
RESPECT TO WITNESSING PROCEEDINGS SHALL INCLUDE, BUT NOT BE LIMITED 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:
S 605. Notice of meetings of shareholders.
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD04811-02-9
A. 1567 2
(a) Whenever under the provisions of this chapter shareholders are
required or permitted to take any action at a meeting, notice shall be
given stating the place, date and hour of the meeting, THE MEANS OF
REMOTE COMMUNICATIONS, IF ANY, BY WHICH SHAREHOLDERS AND PROXYHOLDERS
MAY WITNESS THE PROCEEDINGS OF THE MEETING AND VOTE OR CAST PROXIES AT
SUCH MEETING and, unless it is the annual meeting, indicating 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. Notice of any meeting of
shareholders may be written or electronic. If, at any meeting, action is
proposed to be taken which would, if taken, entitle shareholders
fulfilling the requirements of section 623 (Procedure to enforce share-
holder's right to receive payment for shares) to receive payment for
their shares, the notice of such meeting shall include a statement of
that purpose and to that effect and shall be accompanied by a copy of
section 623 or an outline of its material terms. Notice of any meeting
shall be given not fewer than ten nor more than sixty days before the
date of the meeting, provided, however, that such notice may be given by
third class mail not fewer than twenty-four nor more than sixty days
before the date of the meeting, to each shareholder entitled to vote at
such meeting. If mailed, such notice is given when deposited in the
United States mail, with postage thereon prepaid, directed to the share-
holder at the shareholder's address as it appears on the record of
shareholders, or, if the shareholder shall have filed with the secretary
of the corporation a request that notices to the shareholder be mailed
to some other address, then directed to him at such other address. If
transmitted electronically, such notice is given when directed to the
shareholder's electronic mail address as supplied by the shareholder to
the secretary of the corporation or as otherwise directed pursuant to
the shareholder's authorization or instructions. An affidavit 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.
(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 THE MEANS OF REMOTE COMMUNICATIONS, IF ANY, BY WHICH
SHAREHOLDERS AND PROXYHOLDERS MAY WITNESS THE PROCEEDINGS OF THE MEETING
AND VOTE OR CAST PROXIES AT THE MEETING are announced at the meeting at
which the adjournment is taken, and at the adjourned meeting any busi-
ness 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 shareholder of record on the new record
date entitled to notice under paragraph (a).
(C) NOTHING REQUIRED IN PARAGRAPHS (A) AND (B) OF THIS SECTION SHALL
LIMIT, RESTRICT OR SUPERSEDE OTHER FORMS OF VOTING AND PARTICIPATION.
S 3. This act shall take effect immediately.