Assembly Actions -
Lowercase Senate Actions - UPPERCASE |
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---|---|
Jun 04, 2018 |
referred to corporations, authorities and commissions delivered to assembly passed senate |
Mar 13, 2018 |
advanced to third reading |
Mar 12, 2018 |
2nd report cal. |
Mar 06, 2018 |
1st report cal.588 |
Jan 03, 2018 |
referred to corporations, authorities and commissions returned to senate died in assembly |
Jun 15, 2017 |
referred to corporations, authorities and commissions delivered to assembly passed senate |
Jun 14, 2017 |
ordered to third reading cal.1743 |
Jun 06, 2017 |
reported and committed to rules |
May 26, 2017 |
referred to corporations, authorities and commissions |
Senate Bill S6506
2017-2018 Legislative Session
Relates to shareholder meetings
download bill text pdfSponsored By
(R, C, IP) Senate District
Archive: Last Bill Status - In Assembly Committee
- Introduced
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- In Committee Assembly
- In Committee Senate
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- On Floor Calendar Assembly
- On Floor Calendar Senate
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- Passed Assembly
- Passed Senate
- Delivered to Governor
- Signed By Governor
Actions
Votes
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Floor Vote: Jun 4, 2018
aye (62)- Addabbo Jr.
- Akshar
- Alcantara
- Amedore
- Avella
- Bailey
- Benjamin
- Bonacic
- Boyle
- Breslin
- Brooks
- Carlucci
- Comrie
- DeFrancisco
- Dilan
- Felder
- Flanagan
- Funke
- Gallivan
- Gianaris
- Golden
- Griffo
- Hamilton
- Hannon
- Helming
- Hoylman-Sigal
- Jacobs
- Kaminsky
- Kavanagh
- Kennedy
- Klein
- Krueger
- LaValle
- Lanza
- Larkin
- Little
- Marcellino
- Marchione
- Mayer
- Montgomery
- Murphy
- O'Mara
- Ortt
- Parker
- Peralta
- Persaud
- Phillips
- Ranzenhofer
- Ritchie
- Rivera
- Robach
- Sanders Jr.
- Savino
- Sepúlveda
- Serino
- Serrano
- Seward
- Stavisky
- Stewart-Cousins
- Tedisco
- Valesky
- Young
excused (1)
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Floor Vote: Jun 15, 2017
aye (59)- Addabbo Jr.
- Akshar
- Alcantara
- Amedore
- Avella
- Benjamin
- Bonacic
- Boyle
- Breslin
- Brooks
- Carlucci
- Comrie
- Croci
- DeFrancisco
- Dilan
- Felder
- Flanagan
- Funke
- Gallivan
- Gianaris
- Golden
- Griffo
- Hamilton
- Hannon
- Helming
- Hoylman-Sigal
- Jacobs
- Kaminsky
- Kennedy
- Klein
- Krueger
- LaValle
- Lanza
- Larkin
- Latimer
- Little
- Marchione
- Montgomery
- Murphy
- O'Mara
- Ortt
- Parker
- Peralta
- Persaud
- Phillips
- Ranzenhofer
- Ritchie
- Robach
- Sanders Jr.
- Savino
- Serino
- Serrano
- Seward
- Squadron
- Stavisky
- Stewart-Cousins
- Tedisco
- Valesky
- Young
nay (1)excused (3)
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Jun 14, 2017 - Rules Committee Vote
S650624Aye0Nay0Aye with Reservations1Absent0Excused0Abstained-
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Rules Committee Vote: Jun 14, 2017
aye (24)absent (1)
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Mar 6, 2018 - Corporations, Authorities And Commissions Committee Vote
S65067Aye0Nay0Aye with Reservations0Absent0Excused0Abstained -
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2017-S6506 (ACTIVE) - Details
2017-S6506 (ACTIVE) - Sponsor Memo
BILL NUMBER: S6506 TITLE OF BILL : An act to amend the business corporation law, in relation to shareholder meetings PURPOSE OR GENERAL IDEA OF BILL : This bill will modernize New York Business Corporation Law (NYBCL) provisions regarding shareholder meetings to permit participation by remote communication technology, including the ability to hold meetings solely by remote communication technology. SUMMARY OF SPECIFIC PROVISIONS : SECTION 1 : This bill amends § 602 paragraphs (a) through (e) of the NYBCL to permit at the determination of the board of directors that participation at shareholder meetings may be conducted by remote communication. SECTION 2 : This bill amends § 605 paragraphs (a) and (b) of the NYBCL to give notice of location, time, and means of remote communication by which shareholders and proxyholders may be deemed to be present in person and vote at such meeting or adjourned meeting.
SECTION 3 : This bill amends § 607 paragraph (a) of the NYBCL to require a list that must be open to any shareholder entitled to vote, either in person if the meeting is held at a physical location or electronically accessible means if held remotely, in said meeting. SECTION 4 : This bill amends § 611 paragraph (b) of the NYBCL to require records of all ballots as specified in clause 1 and 3 in subparagraph (ii) of paragraph (b) of § 602 for determination of validity by inspectors. SECTION 5 : Sets the effective date. JUSTIFICATION : This bill would allow corporations in New York State to hold "virtual shareholder meetings to provide greater access to a shareholder meeting held by a corporate entity. These meetings can incorporate remote participation in a physical, in-person meeting with other shareholders, or can be held exclusively via online platforms or other forms of remote communications. This will allow greater and more diverse representation of shareholders and proxyholders during such meetings compared to traditional in-person shareholder meetings, which can be costly for participants to attend. Virtual meetings can also reduce costs and expenses for hosting in-person meetings that are typically attended by a fraction of shareholders. PRIOR LEGISLATIVE HISTORY : New Bill. FISCAL IMPLICATIONS : None to the State. EFFECTIVE DATE : This act shall take effect immediately.
2017-S6506 (ACTIVE) - Bill Text download pdf
S T A T E O F N E W Y O R K ________________________________________________________________________ 6506 2017-2018 Regular Sessions I N S E N A T E May 26, 2017 ___________ 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 shareholder meetings THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM- BLY, DO ENACT AS FOLLOWS: Section 1. Section 602 of the business corporation law, paragraph (c) as amended by chapter 803 of the laws of 1965 and paragraph (d) as added by chapter 449 of the laws of 1997, is amended to read as follows: § 602. Meetings of shareholders. (a) Meetings of shareholders may be held at such place, within or without this state, as may be fixed by or under the by-laws, or if not so fixed, [at the office of the corporation in this state] AS DETERMINED BY THE BOARD OF DIRECTORS. IF, PURSUANT TO THIS PARAGRAPH OR THE BYLAWS OF THE CORPORATION, THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PLACE OF A MEETING OF SHAREHOLDERS, THE BOARD OF DIRECTORS MAY, IN ITS SOLE DISCRETION, DETERMINE THAT THE MEETING SHALL NOT BE HELD AT ANY PLACE, BUT MAY INSTEAD BE HELD SOLELY BY MEANS OF REMOTE COMMUNICATION AS AUTHORIZED BY PARAGRAPH (B). (b) IF AUTHORIZED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION, AND SUBJECT TO SUCH GUIDELINES AND PROCEDURES AS THE BOARD OF DIRECTORS MAY ADOPT, SHAREHOLDERS AND PROXYHOLDERS NOT PHYSICALLY PRESENT AT A MEETING OF SHAREHOLDERS MAY, BY MEANS OF REMOTE COMMUNICATION: (I) PARTICIPATE IN A MEETING OF SHAREHOLDERS; AND (II) BE DEEMED PRESENT IN PERSON AND VOTE AT A MEETING OF SHAREHOLD- ERS, WHETHER SUCH MEETING IS TO BE HELD AT A DESIGNATED PLACE OR SOLELY BY MEANS OF REMOTE COMMUNICATION, PROVIDED THAT: (1) THE CORPORATION SHALL IMPLEMENT REASONABLE MEASURES TO VERIFY THAT EACH PERSON DEEMED PRESENT AND PERMITTED TO VOTE AT THE MEETING BY MEANS OF REMOTE COMMUNI- CATION IS A SHAREHOLDER OR PROXYHOLDER; (2) THE CORPORATION SHALL IMPLE- EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets [ ] is old law to be omitted.
LBD11832-01-7 S. 6506 2 MENT REASONABLE MEASURES TO PROVIDE SUCH SHAREHOLDERS AND PROXYHOLDERS A REASONABLE OPPORTUNITY TO PARTICIPATE IN THE MEETING AND TO VOTE ON MATTERS SUBMITTED TO THE SHAREHOLDERS, INCLUDING AN OPPORTUNITY TO READ OR HEAR THE PROCEEDINGS OF THE MEETING SUBSTANTIALLY CONCURRENTLY WITH SUCH PROCEEDINGS; AND (3) IF ANY SHAREHOLDER OR PROXYHOLDER VOTES OR TAKES OTHER ACTION AT THE MEETING BY MEANS OF REMOTE COMMUNICATION, A RECORD OF SUCH VOTE OR OTHER ACTION SHALL BE MAINTAINED BY THE CORPO- RATION. (C) A meeting of shareholders shall be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws. A failure to hold the annual meeting on the date so fixed or to elect a sufficient number of directors to conduct the busi- ness of the corporation shall not work a forfeiture or give cause for dissolution of the corporation, except as provided in paragraph (c) of section 1104 (Petition in case of deadlock among directors or sharehold- ers). [(c)] (D) Special meetings of the shareholders may be called by the board and by such person or persons as may be so authorized by the certificate of incorporation or the by-laws. At any such special meeting only such business may be transacted which is related to the purpose or purposes set forth in the notice required by section 605 (Notice of meetings of shareholders). [(d)] (E) Except as otherwise required by this chapter, the by-laws may designate reasonable procedures for the calling and conduct of a meeting of shareholders, including but not limited to specifying: (i) who may call and who may conduct the meeting, (ii) the means by which the order of business to be conducted shall be established, (iii) the procedures and requirements for the nomination of directors, (iv) the procedures with respect to the making of shareholder proposals, and (v) the procedures to be established for the adjournment of any meeting of shareholders. No amendment of the by-laws pertaining to the election of directors or the procedures for the calling and conduct of a meeting of shareholders shall affect the election of directors or the procedures for the calling or conduct in respect of any meeting of shareholders unless adequate notice thereof is given to the shareholders in a manner reasonably calculated to provide shareholders with sufficient time to respond thereto prior to such meeting. § 2. Section 605 of the business corporation law, as amended by chap- ter 746 of the laws of 1963 and paragraph (a) as amended by chapter 498 of the laws of 1998, is amended to read as follows: § 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, IF ANY, date and hour of the meeting, THE MEANS OF REMOTE COMMUNICATION, IF ANY, BY WHICH SHAREHOLDERS AND PROXYHOLDERS MAY BE DEEMED TO BE PRESENT IN PERSON AND VOTE 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 meeting of shareholders may be written or electronic. If, at any meeting, action is proposed to be taken which would, if taken, entitle shareholders 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 S. 6506 3 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 shareholder at the share- holder'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 electron- ically, such notice is given when directed to the shareholder's elec- tronic 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, IF ANY, to which the meeting is adjourned AND THE MEANS OF REMOTE COMMUNICATION, IF ANY, BY WHICH SHAREHOLDERS AND PROXYHOLDERS MAY BE DEEMED TO BE PRESENT IN PERSON AND VOTE AT SUCH ADJOURNED 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). § 3. Section 607 of the business corporation law, as amended by chap- ter 746 of the laws of 1963, is amended to read as follows: § 607. List of shareholders at meetings. (A) A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder. IF THE MEETING IS TO BE HELD AT A PLACE, THEN A LIST OF SHAREHOLDERS ENTITLED TO VOTE AT THE MEETING SHALL BE PRODUCED AND KEPT AT THE TIME AND PLACE OF THE MEETING DURING THE WHOLE TIME THEREOF AND MAY BE EXAMINED BY ANY SHAREHOLDER WHO IS PRESENT. IF THE MEETING IS TO BE HELD SOLELY BY MEANS OF REMOTE COMMUNICATION, THEN SUCH LIST SHALL ALSO BE OPEN TO THE EXAMINATION OF ANY SHAREHOLDER DURING THE WHOLE TIME OF THE MEETING ON A REASONABLY ACCESSIBLE ELECTRONIC NETWORK, AND THE INFORMATION REQUIRED TO ACCESS SUCH LIST SHALL BE PROVIDED WITH THE NOTICE OF THE MEETING. IN THE EVENT THAT THE CORPORATION DETERMINES TO MAKE THE LIST AVAILABLE ON AN ELEC- TRONIC NETWORK, THE CORPORATION MAY TAKE REASONABLE STEPS TO ENSURE THAT SUCH INFORMATION IS ONLY AVAILABLE TO SHAREHOLDERS OF THE COMPANY. (B) If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meet- ing. § 4. Paragraph (b) of section 611 of the business corporation law, as added by chapter 449 of the laws of 1997, is amended to read as follows: S. 6506 4 (b) In determining the validity and counting of proxies, ballots and consents, the inspectors shall be limited to an examination of the prox- ies, any envelopes submitted with those proxies and consents, any infor- mation provided in accordance with section 609 (Proxies) OR CLAUSES 1 AND 3 OF SUBPARAGRAPH (II) OF PARAGRAPH (B) OF SECTION 602 (MEETINGS OF SHAREHOLDERS), ballots and the regular books and records of the corpo- ration, except that the inspectors may consider other reliable informa- tion for the limited purpose of reconciling proxies, ballots and consents submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockhold- er holds of record. If the inspectors consider other reliable informa- tion for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to paragraph (a) of this section shall specify the precise information considered by them includ- ing the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors' belief that such information is reliable. § 5. This act shall take effect immediately.
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