senate Bill S3894

2019-2020 Legislative Session

Relates to shareholder meetings

download bill text pdf

Sponsored By

Current Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee


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

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Actions

view actions (2)
Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jan 08, 2020 referred to corporations, authorities and commissions
Feb 20, 2019 referred to corporations, authorities and commissions

S3894 (ACTIVE) - Details

Current Committee:
Senate Corporations, Authorities And Commissions
Law Section:
Business Corporation Law
Laws Affected:
Amd §§602, 605, 607 & 611, BC L
Versions Introduced in 2017-2018 Legislative Session:
S6506

S3894 (ACTIVE) - Summary

Relates to the locations of shareholder meetings and allows for such meetings to occur via remote communication and establishes how such remote communication will be used.

S3894 (ACTIVE) - Sponsor Memo

S3894 (ACTIVE) - Bill Text download pdf


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

                                  3894

                       2019-2020 Regular Sessions

                            I N  S E N A T E

                            February 20, 2019
                               ___________

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 BY-LAWS
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) OF THIS SECTION.
  (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.

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