senate Bill S5744

2013-2014 Legislative Session

Authorizes shareholders to attend meetings via remote communication and to be deemed present for voting purposes

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
Jun 11, 2013 referred to corporations, authorities and commissions

S5744 - Details

See Assembly Version of this Bill:
A4946
Law Section:
Business Corporation Law
Laws Affected:
Amd ยงยง602 & 605, BC L
Versions Introduced in Previous Legislative Sessions:
2011-2012: A1710A
2009-2010: A1567

S5744 - Summary

Requires certain corporations to permit shareholders to attend meetings via remote communication and to be deemed present for voting purposes.

S5744 - Sponsor Memo

S5744 - Bill Text download pdf

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

                                  5744

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                              June 11, 2013
                               ___________

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.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD08804-01-3

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