Senate Bill S7361

2019-2020 Legislative Session

Relates to audit committee membership and voting requirements of the board of certain corporations

download bill text pdf

Sponsored By

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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2019-S7361 (ACTIVE) - Details

See Assembly Version of this Bill:
A222
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: S8637, A10304
2021-2022: S3265, A213

2019-S7361 (ACTIVE) - Summary

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

2019-S7361 (ACTIVE) - Sponsor Memo

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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