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Assembly Bill A10304B

2017-2018 Legislative Session

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

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Archive: Last Bill Status - In Senate Committee Rules Committee

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Bill Amendments

co-Sponsors

2017-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

2017-A10304 - Summary

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

2017-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

2017-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

2017-A10304A - Summary

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

2017-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

2017-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

2017-A10304B (ACTIVE) - Summary

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

2017-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

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