assembly Bill A10304B

2017-2018 Legislative Session

Relates to audit committee membership and voting requirements of the board of certain corporations

download bill text pdf

Sponsored By

Archive: Last Bill Status - Passed Assembly


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

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Actions

view actions (13)
Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jun 19, 2018 referred to rules
delivered to senate
passed assembly
ordered to third reading rules cal.349
rules report cal.349
reported
Jun 13, 2018 reported referred to rules
Jun 07, 2018 print number 10304b
Jun 07, 2018 amend and recommit to codes
Apr 24, 2018 reported referred to codes
Apr 17, 2018 print number 10304a
Apr 17, 2018 amend (t) and recommit to corporations, authorities and commissions
Apr 10, 2018 referred to corporations, authorities and commissions

Co-Sponsors

A10304 - Details

See Senate Version of this Bill:
S8637
Current Committee:
Senate Rules
Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd §§902 & 1002, N-PC L
Versions Introduced in Other Legislative Sessions:
2019-2020: A222, S1897, S7361
2021-2022: A213, S3265

A10304 - Summary

Relates to requiring a two-thirds vote of the board in certain circumstances.

A10304 - Bill Text download pdf


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

                                  10304

                          I N  A S S E M B L Y

                             April 10, 2018
                               ___________

Introduced  by M. of A. PAULIN, GALEF, RAIA -- read once and referred to
  the Committee on Corporations, Authorities and Commissions

AN ACT to amend the not-for-profit corporation law, in relation to audit
  committee membership and voting requirements of the board  of  certain
  corporations

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Paragraph (d) of section 712-a of the not-for-profit corpo-
ration law, as added by chapter 549 of the laws of 2013, is  amended  to
read as follows:
  (d)  If  a  corporation controls a group of corporations, the board or
designated audit committee of the board of the  controlling  corporation
may  perform  the duties required by this section for one or more of the
controlled corporations AND, IF INDEPENDENT  DIRECTORS,  DIRECTORS  FROM
ONE  OR  MORE OF THE CONTROLLED CORPORATIONS MAY SERVE ON ANY DESIGNATED
AUDIT COMMITTEE OF THE BOARD OF THE CONTROLLING CORPORATION AND  PERFORM
THE  DUTIES  REQUIRED  BY  THIS  SECTION  FOR  EACH  CORPORATION AND ANY
CONTROLLED CORPORATIONS.
  § 2. The opening paragraph of paragraph (a)  of  section  902  of  the
not-for-profit corporation law, is amended to read as follows:
  The  board of each corporation proposing to participate in a merger or
consolidation under section 901 (Power of merger or consolidation) shall
adopt, AT RESPECTIVE MEETINGS BY A VOTE  OF  TWO-THIRDS  OF  THE  ENTIRE
BOARD  OF EACH CORPORATION, OR OF SUCH GREATER PROPORTION OR PROPORTIONS
AS MAY BE PROVIDED SPECIFICALLY IN THE CERTIFICATE OF  INCORPORATION  OR
THE BY-LAWS OF EITHER, a plan of merger or consolidation, setting forth:
  §  3.  Subparagraph 1 of paragraph (a) of section 1002 of the not-for-
profit corporation law, as amended by chapter 549 of the laws  of  2013,
is amended to read as follows:
  (1) In the case of a vote by the board of directors: (i) the number of
directors required under the certificate of incorporation, by-laws, this
chapter and any other applicable law; [or]
  (ii) TWO-THIRDS OF THE ENTIRE BOARD OF THE CORPORATION; OR

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

Co-Sponsors

A10304A - Details

See Senate Version of this Bill:
S8637
Current Committee:
Senate Rules
Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd §§902 & 1002, N-PC L
Versions Introduced in Other Legislative Sessions:
2019-2020: A222, S1897, S7361
2021-2022: A213, S3265

A10304A - Summary

Relates to requiring a two-thirds vote of the board in certain circumstances.

A10304A - Bill Text download pdf


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

                                10304--A

                          I N  A S S E M B L Y

                             April 10, 2018
                               ___________

Introduced  by M. of A. PAULIN, GALEF, RAIA -- read once and referred to
  the Committee on Corporations, Authorities and Commissions --  commit-
  tee  discharged, bill amended, ordered reprinted as amended and recom-
  mitted to said committee

AN ACT to amend the  not-for-profit  corporation  law,  in  relation  to
  voting requirements of the board of certain corporations

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. The opening paragraph of paragraph (a) of  section  902  of
the not-for-profit corporation law is amended to read as follows:
  The  board of each corporation proposing to participate in a merger or
consolidation under section 901 (Power of merger or consolidation) shall
adopt, BY A VOTE OF TWO-THIRDS OF THE ENTIRE BOARD OF EACH  CORPORATION,
OR  BY  A VOTE OF THE NUMBER OF DIRECTORS REQUIRED UNDER THE CERTIFICATE
OF INCORPORATION, BY-LAWS, THIS CHAPTER AND ANY OTHER APPLICABLE LAW,  a
plan of merger or consolidation, setting forth:
  §  2.  Subparagraph 1 of paragraph (a) of section 1002 of the not-for-
profit corporation law, as amended by chapter 549 of the laws  of  2013,
is amended to read as follows:
  (1) In the case of a vote by the board of directors: (i) the number of
directors required under the certificate of incorporation, by-laws, this
chapter and any other applicable law; [or]
  (ii) TWO-THIRDS OF THE ENTIRE BOARD OF THE CORPORATION; OR
  (III)  if  the  number of directors actually holding office as such at
the time of the vote to adopt the plan is less than the number  required
to  constitute  a  quorum of directors under the certificate of incorpo-
ration, the by-laws, this chapter  or  any  other  applicable  law,  the
remaining directors unanimously;
  §  3.  This  act shall take effect on the ninetieth day after it shall
have become a law.


 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD15253-03-8

Co-Sponsors

A10304B (ACTIVE) - Details

See Senate Version of this Bill:
S8637
Current Committee:
Senate Rules
Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd §§902 & 1002, N-PC L
Versions Introduced in Other Legislative Sessions:
2019-2020: A222, S1897, S7361
2021-2022: A213, S3265

A10304B (ACTIVE) - Summary

Relates to requiring a two-thirds vote of the board in certain circumstances.

A10304B (ACTIVE) - Bill Text download pdf


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

                                10304--B

                          I N  A S S E M B L Y

                             April 10, 2018
                               ___________

Introduced  by  M. of A. PAULIN, GALEF, RAIA, ABINANTI, BUCHWALD -- read
  once and referred to the Committee on  Corporations,  Authorities  and
  Commissions  --  committee discharged, bill amended, ordered reprinted
  as amended and recommitted to said committee -- reported and  referred
  to  the  Committee  on  Codes  --  committee discharged, bill amended,
  ordered reprinted as amended and recommitted to said committee

AN ACT to amend the  not-for-profit  corporation  law,  in  relation  to
  voting requirements of the board of certain corporations

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. The opening paragraph of paragraph (a) of  section  902  of
the not-for-profit corporation law is amended to read as follows:
  The  board of each corporation proposing to participate in a merger or
consolidation under section 901 (Power of merger or consolidation) shall
adopt, BY A VOTE OF TWO-THIRDS OF THE DIRECTORS PRESENT AT THE  TIME  OF
THE  VOTE,  IF  A  QUORUM  IS  PRESENT AT THAT TIME, OR BY A VOTE OF THE
NUMBER OF DIRECTORS REQUIRED UNDER  THE  CERTIFICATE  OF  INCORPORATION,
BY-LAWS,  THIS CHAPTER AND ANY OTHER APPLICABLE LAW, a plan of merger or
consolidation, setting forth:
  § 2. Subparagraph 1 of paragraph (a) of section 1002 of  the  not-for-
profit  corporation  law, as amended by chapter 549 of the laws of 2013,
is amended to read as follows:
  (1) In the case of a vote by the board of directors: (i) the number of
directors required under the certificate of incorporation, by-laws, this
chapter and any other applicable law; [or]
  (ii) TWO-THIRDS OF THE DIRECTORS PRESENT AT THE TIME OF THE VOTE, IF A
QUORUM IS PRESENT AT THAT TIME; OR
  (III) if the number of directors actually holding office  as  such  at
the  time of the vote to adopt the plan is less than the number required
to constitute a quorum of directors under the  certificate  of  incorpo-
ration,  the  by-laws,  this  chapter  or  any other applicable law, the
remaining directors unanimously;
  § 3. This act shall take effect on the ninetieth day  after  it  shall
have become a law.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets