S T A T E O F N E W Y O R K
________________________________________________________________________
1710--A
2011-2012 Regular Sessions
I N A S S E M B L Y
January 11, 2011
___________
Introduced by M. of A. KAVANAGH, ROSENTHAL, P. RIVERA, REILLY -- Multi-
Sponsored by -- M. of A. BRENNAN, GOTTFRIED, SIMOTAS -- read once and
referred to the Committee on Corporations, Authorities and Commissions
-- recommitted to the Committee on Corporations, Authorities and
Commissions in accordance with Assembly Rule 3, sec. 2 -- committee
discharged, bill amended, ordered reprinted as amended and recommitted
to said committee
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-
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD00841-05-2
A. 1710--A 2
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:
S 605. Notice of meetings of shareholders.
(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
ELECTRONIC COMMUNICATIONS, IF ANY, BY WHICH SHAREHOLDERS AND PROXYHOLD-
ERS MAY PARTICIPATE IN THE PROCEEDINGS OF THE MEETING AND VOTE OR GRANT
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 meet-
ing of shareholders may be written or electronic. If, at any meeting,
action is proposed to be taken which would, if taken, entitle sharehold-
ers fulfilling the requirements of section 623 (Procedure to enforce
shareholder'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 ELECTRONIC COMMUNICATIONS, IF ANY, BY WHICH
SHAREHOLDERS AND PROXYHOLDERS MAY PARTICIPATE IN THE PROCEEDINGS OF THE
MEETING AND/OR VOTE OR GRANT PROXIES AT THE MEETING 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 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.