Assembly Actions -
Senate Actions - UPPERCASE
|Jan 21, 2020||
referred to corporations, authorities and commissions
Senate Bill S7361
2019-2020 Legislative Session
Archive: Last Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee
- In Committee Assembly
- On Floor Calendar Assembly
- Passed Assembly
- Delivered to Governor
- Signed By Governor
2019-S7361 (ACTIVE) - Details
2019-S7361 (ACTIVE) - Sponsor Memo
BILL NUMBER: S7361 SPONSOR: COMRIE TITLE OF BILL: An act to amend the not-for-profit corporation law, in relation to voting requirements of the board of certain corporations PURPOSE:: To require a two-thirds vote of a corporation's board members present at the time of the vote, for a proposed consolidation, merger or dissol- ution of the corporation, so long as there is a quorum at that time. SUMMARY OF SPECIFIC PROVISIONS:: Section one of the bill amends the opening paragraph of paragraph a of section 902 of the not-for-profit corporation law to require that the board of a corporation proposing to participate in a merger or consol- idation shall adopt, by a vote of two-thirds of the board present, if a quorum is present at that time, of each corporation, or by a vote of the
2019-S7361 (ACTIVE) - Bill Text download pdf
S T A T E O F N E W Y O R K ________________________________________________________________________ 7361 I N S E N A T E January 21, 2020 ___________ Introduced by Sens. COMRIE, GALLIVAN -- read twice and ordered printed, and when printed to be committed 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
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