senate Bill S1387

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

Sponsored By

Archive: Last Bill Status - In Senate Committee


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor

do you support this legislation?

You must fill out the form below in order to support or oppose this bill. X

You must login or fill out the fields below for the senator to have an accurate account of the support or opposition to this bill.

Create an account. An account allows you to officially support or oppose key legislation, sign petitions with a single click, and follow issues, committees, and bills that matter to you. When you create an account, you agree to this platform's terms of participation.
Use this box to enter a message to your senator.

Actions

view actions (2)
Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jan 04, 2012 referred to corporations, authorities and commissions
Jan 07, 2011 referred to corporations, authorities and commissions

S1387 - Details

Law Section:
Business Corporation Law
Laws Affected:
Amd ยง618, BC L
Versions Introduced in 2009-2010 Legislative Session:
S5008

S1387 - 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.

S1387 - Sponsor Memo

S1387 - Bill Text download pdf

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

                                  1387

                       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
  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.

Comments

Open Legislation comments facilitate discussion of New York State legislation. All comments are subject to moderation. Comments deemed off-topic, commercial, campaign-related, self-promotional; or that contain profanity or hate speech; or that link to sites outside of the nysenate.gov domain are not permitted, and will not be published. Comment moderation is generally performed Monday through Friday.

By contributing or voting you agree to the Terms of Participation and verify you are over 13.