senate Bill S1270

2013-2014 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 -


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

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Actions

view actions (2)
Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jan 08, 2014 referred to corporations, authorities and commissions
Jan 09, 2013 referred to corporations, authorities and commissions

S1270 - Details

Law Section:
Business Corporation Law
Laws Affected:
Amd ยง618, BC L
Versions Introduced in Previous Legislative Sessions:
2011-2012: S1387
2009-2010: S5008

S1270 - 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.

S1270 - Sponsor Memo

S1270 - Bill Text download pdf

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

                                  1270

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                               (PREFILED)

                             January 9, 2013
                               ___________

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

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD02698-01-3

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