assembly Bill A10498A

Signed By Governor
2019-2020 Legislative Session

Relates to providing for the remote conduct of certain practices and procedures relating to board meetings

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Sponsored By

Current Bill Status Via S8412 - Signed by Governor


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

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Actions

view actions (13)
Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jun 17, 2020 signed chap.122
Jun 05, 2020 delivered to governor
May 27, 2020 returned to senate
passed assembly
ordered to third reading rules cal.46
substituted for a10498a
May 27, 2020 substituted by s8412
rules report cal.46
reported
May 26, 2020 reported referred to rules
May 24, 2020 print number 10498a
May 24, 2020 amend (t) and recommit to corporations, authorities and commissions
May 22, 2020 referred to corporations, authorities and commissions

Votes

view votes

May 26, 2020 - Corporations, Authorities and Commissions committee Vote

S8412
7
0
committee
7
Aye
0
Nay
0
Aye with Reservations
0
Absent
0
Excused
0
Abstained
show committee vote details

Committee Vote: May 26, 2020

May 24, 2020 - Rules committee Vote

S8412
19
0
committee
19
Aye
0
Nay
0
Aye with Reservations
0
Absent
0
Excused
0
Abstained
show committee vote details

A10498 - Details

See Senate Version of this Bill:
S8412
Law Section:
Business Corporation Law
Laws Affected:
Amd §§708 & 602, BC L; amd §§603 & 605, N-PC L; add §28, Rel Corp L

A10498 - Summary

Provides for the remote conduct of certain practices and procedures relating to board meetings utilizing electronic and/or audio-visual technologies.

A10498 - Bill Text download pdf


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

                                  10498

                          I N  A S S E M B L Y

                              May 22, 2020
                               ___________

Introduced  by  COMMITTEE ON RULES -- (at request of M. of A. Paulin) --
  read once and referred to the Committee on  Corporations,  Authorities
  and Commissions

AN  ACT to amend the business corporation law, the not-for-profit corpo-
  ration law, and the religious corporations law, in relation to provid-
  ing for the remote conduct of certain practices and procedures  relat-
  ing to board meetings

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Paragraph (b) of section 708 of  the  business  corporation
law,  as  amended by chapter 296 of the laws of 1977, is amended to read
as follows:
  (b) Unless otherwise restricted by the certificate of incorporation or
the by-laws, any action required or permitted to be taken by  the  board
or  any  committee thereof may be taken without a meeting if all members
of the board or the committee consent in writing to the  adoption  of  a
resolution  authorizing  the  action.  The  resolution  and  the written
consents thereto by the members of the board or committee shall be filed
with the minutes of the proceedings of the board or committee.  NOTWITH-
STANDING ANY PROVISION OF LAW TO THE CONTRARY, THE WRITTEN CONSENT OF  A
MEMBER  MAY  BE MADE ELECTRONICALLY, WHERE SUCH CONSENT IS SUBMITTED VIA
ELECTRONIC MAIL ALONG WITH INFORMATION FROM WHICH IT CAN  BE  REASONABLY
DETERMINED THAT THE TRANSMISSION WAS AUTHORIZED BY SUCH MEMBER.
  §  2.  Paragraph (a) of section 602 of the business corporation law is
amended to read as follows:
  (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 BE HELD SOLELY BY  MEANS
OF  ELECTRONIC COMMUNICATION, THE PLATFORM/SERVICE OF WHICH SHALL BE THE
PLACE OF THE MEETING FOR PURPOSE OF THIS ARTICLE.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets

Co-Sponsors

view additional co-sponsors

A10498A (ACTIVE) - Details

See Senate Version of this Bill:
S8412
Law Section:
Business Corporation Law
Laws Affected:
Amd §§708 & 602, BC L; amd §§603 & 605, N-PC L; add §28, Rel Corp L

A10498A (ACTIVE) - Summary

Provides for the remote conduct of certain practices and procedures relating to board meetings utilizing electronic and/or audio-visual technologies.

A10498A (ACTIVE) - Bill Text download pdf


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

                                10498--A

                          I N  A S S E M B L Y

                              May 22, 2020
                               ___________

Introduced  by  COMMITTEE ON RULES -- (at request of M. of A. Paulin) --
  read once and referred to the Committee on  Corporations,  Authorities
  and   Commissions  --  committee  discharged,  bill  amended,  ordered
  reprinted as amended and recommitted to said committee

AN ACT to amend the business corporation law, the not-for-profit  corpo-
  ration law, and the religious corporations law, in relation to provid-
  ing  for the remote conduct of certain practices and procedures relat-
  ing to board meetings; and providing for the repeal of such provisions
  upon the expiration thereof

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Paragraph  (b) of section 708 of the business corporation
law, as amended by chapter 296 of the laws of 1977, is amended  to  read
as follows:
  (b) Unless otherwise restricted by the certificate of incorporation or
the  by-laws,  any action required or permitted to be taken by the board
or any committee thereof may be taken without a meeting if  all  members
of  the  board  or the committee consent in writing to the adoption of a
resolution authorizing  the  action.  The  resolution  and  the  written
consents thereto by the members of the board or committee shall be filed
with  the  minutes of the proceedings of the board or committee. FOR THE
DURATION OF THE STATE DISASTER EMERGENCY DECLARED BY EXECUTIVE ORDER TWO
HUNDRED TWO THAT BEGAN ON MARCH SEVENTH, TWO THOUSAND  TWENTY,  NOTWITH-
STANDING  ANY PROVISION OF LAW TO THE CONTRARY, THE WRITTEN CONSENT OF A
MEMBER MAY BE MADE ELECTRONICALLY, WHERE SUCH CONSENT IS  SUBMITTED  VIA
ELECTRONIC  MAIL  ALONG WITH INFORMATION FROM WHICH IT CAN BE REASONABLY
DETERMINED THAT THE TRANSMISSION WAS AUTHORIZED BY SUCH MEMBER.
  § 2. Paragraph (a) of section 602 of the business corporation  law  is
amended to read as follows:
  (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.  FOR THE DURATION OF THE STATE DISASTER EMER-
GENCY  DECLARED  BY  EXECUTIVE ORDER TWO HUNDRED TWO THAT BEGAN ON MARCH
SEVENTH, TWO THOUSAND TWENTY, IF, PURSUANT  TO  THIS  PARAGRAPH  OR  THE
BY-LAWS  OF  THE  CORPORATION,  THE  BOARD OF DIRECTORS IS AUTHORIZED TO