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Assembly Bill A222

2019-2020 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 Corporations, Authorities And Commissions Committee

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2019-A222 (ACTIVE) - Details

See Senate Version of this Bill:
S7361
Current Committee:
Senate Corporations, Authorities And Commissions
Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd §§902 & 1002, N-PC L
Versions Introduced in Other Legislative Sessions:
2017-2018: A10304, S8637
2021-2022: A213, S3265

2019-A222 (ACTIVE) - Summary

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

2019-A222 (ACTIVE) - Bill Text download pdf 

                            
 
                     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.

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