The New York State Senate

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

                                   222

                       2019-2020 Regular Sessions

                          I N  A S S E M B L Y

                               (PREFILED)

                             January 9, 2019
                               ___________

Introduced  by  M. of A. PAULIN, GALEF, RAIA, ABINANTI, BUCHWALD -- 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
  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
                      [ ] is old law to be omitted.
                                                           LBD02091-01-9