|Assembly Actions - Lowercase
Senate Actions - UPPERCASE
|Jun 21, 2012||committed to rules|
|Jun 04, 2012||advanced to third reading|
|May 31, 2012||2nd report cal.|
|May 30, 2012||1st report cal.945|
|May 02, 2012||referred to corporations, authorities and commissions|
senate Bill S7328
Archive: Last Bill Status -
- In Committee
- On Floor Calendar
- Passed Senate
- Passed Assembly
- Delivered to Governor
- Signed/Vetoed by Governor
S7328 - Details
- See Assembly Version of this Bill:
- Law Section:
- Business Corporation Law
- Laws Affected:
- Amd §§602 & 605, BC L
S7328 - Sponsor Memo
BILL NUMBER:S7328 TITLE OF BILL: An act to amend the business corporation law, in relation to attendance of a meeting of shareholders by remote communication PURPOSE: This bill will offer the option to business corporations to authorize, by action of the board of directors, to implement reasonable measures to provide shareholders who are not physically present at shareholder meetings with an opportunity to participate long distance by electronic measures. SUMMARY OF PROVISIONS: Section 1 - amends paragraphs (b), (c) and (d) of section 602 of the Business Corporation Law to offer as an option, but not a mandate, the ability of corporations to have long distance participation of shareholders in shareholder meetings by electronic methods. Section 2 - amends section 605 of the Business Corporation Law to provide notice of means of electronic participation to shareholders when such option is offered. Section 3 - provides that this act shall take effect immediately.
S7328 - 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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