NY State Senate Bill 2019-S4279

Senate Bill S4279

2019-2020 Legislative Session

Requires at least one female director on every domestic corporation and foreign corporation whose principal place of business is located in New York state

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Archive: Last Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee

Introduced
- In Committee Assembly
- In Committee Senate
- On Floor Calendar Assembly
- On Floor Calendar Senate
- Passed Assembly
- Passed Senate
Delivered to Governor
Signed By Governor

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	Assembly Actions - Lowercase Senate Actions - UPPERCASE
Jan 08, 2020	referred to corporations, authorities and commissions
Mar 06, 2019	referred to corporations, authorities and commissions

co-Sponsors

2019-S4279 (ACTIVE) - Details

See Assembly Version of this Bill:: A6329
Current Committee:: Senate Corporations, Authorities And Commissions
Law Section:: Business Corporation Law
Laws Affected:: Amd §§702 & 1319, BC L
Versions Introduced in 2021-2022 Legislative Session:: S3042, A2548

2019-S4279 (ACTIVE) - Summary

Requires at least one female director on every domestic corporation and foreign corporation whose principal place of business is located in New York state; makes related provisions for certain corporations; further requires that on or before March 1, 2020, and annually thereafter, the department of state shall publish a report that provides the number of publicly held domestic corporations and foreign corporations that were in compliance with the requirements of this paragraph at least once during the preceding calendar year; and the number of publicly held domestic corporations and foreign corporations that moved their principal executive office to this state from outside of the state or moved their principal executive office outside of the state during the preceding calendar year.

2019-S4279 (ACTIVE) - Sponsor Memo

                                
 
BILL NUMBER: S4279

SPONSOR: KRUEGER
 
TITLE OF BILL:  An act to amend the business corporation law, in
relation to requiring at least one female director on every domestic
corporation and foreign corporation whose principal place of business is
located in New York state

 
PURPOSE OR GENERAL IDEA OF BILL:

To increase the number of female directors who serve on boards of domes-
tic corporations and foreign corporations whose principal executive
office is located within New York State.

 
SUMMARY OF PROVISIONS:

Amends Business Corporation Law Section 702 by adding a new paragraph
(c)

(1) to require every publicly held domestic corporation and foreign
corporation whose principal executive office is located within the state

to have a least one female director on its Board on or before December
31, 2019;

(2) to require every publicly held domestic corporation and foreign
corporation whose principal executive office is located within the state
to increase the number of female directors on its Board on or before
December 31, 2021, as follows:

(a)If the Board consists of six or more members, the corporation shall
have at least three female directors;

(b)If the Board consists of five members, the corporation shall have at
least two female directors;

(c)If the Board consists of four or fewer members, the corporation shall
have at least one female director.

(3) to direct the Department of State to publish a report on the number
of domestic corporations and foreign corporations whose principal execu-
tive office is located within the state that have at least one female
director and make it available on its website on or before December 31,
2019;

(4) to direct the Department of State to annually publish a report on
the number of domestic corporations and foreign corporations whose prin-
cipal executive office is located within the state that have at least
one female director and make it available on its website on or before on
or before March 1, as follows:

(a)number of corporations in compliance with the requirements as set
forth above at least once during the preceding calendar year;

(b)number of corporations that moved to the state and number of corpo-
rations that moved outside the state during the preceding year;

(c)number of corporations that were subject to the requirements as set
forth above in the preceding year but are no longer publicly held during
the preceding year;
(5) to direct the Secretary of State to promulgate regulations to imple-
ment the aforementioned requirements and ability to impose fines for
violations;

(6) definition section.

 
DIFFERENCE BETWEEN ORIGINAL AND AMENDED VERSION (IF APPLICABLE):

Non-applicable.

 
JUSTIFICATION:

This legislation is to promote the appointment of women on all boards of
publically held corporations in New York State. Nearly 53% of the resi-
dents of NYS are women, but this is not reflected in our Corporate Board
rooms. New York State is one of the largest economies in the world and
as such, sets an example for responsible businesses globally.

We must ensure that women are included in the discussions and decisions
that affect corporate actions and profitability

 
PRIOR LEGISLATIVE HISTORY:

New legislation

 
FISCAL IMPLICATIONS FOR STATE AND LOCAL GOVERNMENTS:

None.

 
EFFECTIVE DATE:
Immediately.

2019-S4279 (ACTIVE) - Bill Text download pdf

                            
 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
     S. 4279                                                  A. 6329
 
                        2019-2020 Regular Sessions
 
                       S E N A T E - A S S E M B L Y
 
                               March 6, 2019
                                ___________
 
 IN SENATE -- Introduced by Sen. KRUEGER -- read twice and ordered print-
   ed, and when printed to be committed to the Committee on Corporations,
   Authorities and Commissions
 
 IN  ASSEMBLY  --  Introduced  by  M.  of  A.  SEAWRIGHT -- read once and
   referred to the Committee on Corporations, Authorities and Commissions

 AN ACT to amend the business corporation law, in relation  to  requiring
   at least one female director on every domestic corporation and foreign
   corporation  whose  principal place of business is located in New York
   state
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1.  Section 702 of the business corporation law is amended by
 adding a new paragraph (c) to read as follows:
   (C)(1) ON OR BEFORE DECEMBER 31, 2019, EVERY  PUBLICLY  HELD  DOMESTIC
 CORPORATION  AND  FOREIGN  CORPORATION WHOSE PRINCIPAL EXECUTIVE OFFICE,
 ACCORDING TO THE CORPORATION'S SEC 10-K  FORM,  IS  LOCATED  WITHIN  THE
 STATE  SHALL  HAVE  AT LEAST ONE FEMALE DIRECTOR ON ITS BOARD.  A CORPO-
 RATION MAY INCREASE THE NUMBER OF DIRECTORS ON ITS BOARD TO COMPLY  WITH
 THIS SUBDIVISION.
   (2)  ON  OR  BEFORE  DECEMBER  31,  2021, EVERY PUBLICLY HELD DOMESTIC
 CORPORATION AND FOREIGN CORPORATION WHOSE  PRINCIPAL  EXECUTIVE  OFFICE,
 ACCORDING  TO  THE  CORPORATION'S  SEC  10-K FORM, IS LOCATED WITHIN THE
 STATE SHALL INCREASE THE NUMBER OF FEMALE  DIRECTORS  ON  ITS  BOARD  AS
 FOLLOWS:
   (A)  IF  THE  BOARD  OF DIRECTORS CONSISTS OF SIX OR MORE MEMBERS, THE
 CORPORATION SHALL HAVE AT LEAST THREE FEMALE DIRECTORS;
   (B) IF THE BOARD OF DIRECTORS CONSISTS OF  FIVE  MEMBERS,  THE  CORPO-
 RATION SHALL HAVE AT LEAST TWO FEMALE DIRECTORS; AND
   (C)  IF  THE BOARD OF DIRECTORS CONSISTS OF FOUR OR FEWER MEMBERS, THE
 CORPORATION SHALL HAVE AT LEAST ONE FEMALE DIRECTOR.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

                                                            LBD06232-01-9

 S. 4279                             2                            A. 6329
 
   (3) ON OR BEFORE DECEMBER 31, 2019,  THE  DEPARTMENT  OF  STATE  SHALL
 PUBLISH  A  REPORT  ON  THE  NUMBER OF DOMESTIC CORPORATIONS AND FOREIGN
 CORPORATIONS WHOSE PRINCIPAL EXECUTIVE OFFICE, ACCORDING TO  THE  CORPO-
 RATION'S  SEC 10-K FORM, IS LOCATED IN THIS STATE THAT HAVE AT LEAST ONE
 FEMALE DIRECTOR. SUCH REPORT SHALL BE MADE AVAILABLE ON ITS WEBSITE.
   (4)  ON  OR BEFORE MARCH 1, 2020, AND ANNUALLY THEREAFTER, THE DEPART-
 MENT OF STATE SHALL PUBLISH A REPORT ON ITS WEBSITE WHICH SHALL INCLUDE,
 AT A MINIMUM:
   (A) THE NUMBER OF PUBLICLY  HELD  DOMESTIC  CORPORATIONS  AND  FOREIGN
 CORPORATIONS  SUBJECT  TO  THIS SUBDIVISION THAT WERE IN COMPLIANCE WITH
 THE REQUIREMENTS OF THIS PARAGRAPH AT LEAST ONCE  DURING  THE  PRECEDING
 CALENDAR YEAR;
   (B)  THE  NUMBER  OF  PUBLICLY  HELD DOMESTIC CORPORATIONS AND FOREIGN
 CORPORATIONS THAT MOVED THEIR PRINCIPAL EXECUTIVE OFFICE TO  THIS  STATE
 FROM  OUTSIDE  OF  THE  STATE  OR MOVED THEIR PRINCIPAL EXECUTIVE OFFICE
 OUTSIDE OF THE STATE DURING THE PRECEDING CALENDAR YEAR; AND
   (C) THE NUMBER OF PUBLICLY  HELD  DOMESTIC  CORPORATIONS  AND  FOREIGN
 CORPORATIONS  THAT WERE SUBJECT TO THIS SUBDIVISION DURING THE PRECEDING
 CALENDAR YEAR BUT ARE NO LONGER PUBLICLY HELD.
   (5)(A) THE SECRETARY OF STATE MAY PROMULGATE REGULATIONS TO  IMPLEMENT
 THE  REQUIREMENTS  OF THIS PARAGRAPH.  THE SECRETARY OF STATE MAY IMPOSE
 FINES FOR VIOLATIONS OF THIS PARAGRAPH AS FOLLOWS:
   (1) FOR THE FIRST  VIOLATION,  THE  AMOUNT  OF  ONE  HUNDRED  THOUSAND
 DOLLARS.
   (2)  FOR A SECOND OR SUBSEQUENT VIOLATION, THE AMOUNT OF THREE HUNDRED
 THOUSAND DOLLARS.
   (B) FOR PURPOSES OF THIS PARAGRAPH, EACH DIRECTOR SEAT REQUIRED TO  BE
 HELD  BY  A FEMALE, WHICH IS NOT HELD BY A FEMALE FOR AT LEAST A PORTION
 OF A CALENDAR YEAR, SHALL BE DEEMED A SEPARATE AND DISTINCT OFFENSE. ANY
 PENALTY COLLECTED PURSUANT TO THIS PARAGRAPH SHALL  BE  MADE  AVAILABLE,
 UPON APPROPRIATION BY THE LEGISLATURE, FOR USE BY THE SECRETARY OF STATE
 TO OFFSET THE COST OF ADMINISTERING THIS SUBDIVISION.
   (6)  FOR  PURPOSES OF THIS SUBDIVISION, THE FOLLOWING TERMS SHALL HAVE
 THE FOLLOWING MEANINGS:
   (A) "FEMALE" MEANS AN INDIVIDUAL WHO SELF-IDENTIFIES HER GENDER  AS  A
 WOMAN, WITHOUT REGARD TO THE INDIVIDUAL'S DESIGNATED SEX AT BIRTH.
   (B)  "PUBLICLY HELD" MEANS HAVING OUTSTANDING SHARES LISTED ON A MAJOR
 UNITED STATES STOCK EXCHANGE.
   § 2. Subdivision (a) of section 1319 of the business  corporation  law
 is amended by adding a new paragraph 8 to read as follows:
   (8) SUBDIVISION (C) OF SECTION 702 (NUMBER OF DIRECTORS).
   § 3. This act shall take effect immediately.

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Senate Bill S4279

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Sponsored By

Liz Krueger