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
              

 DETERMINE THE PLACE OF A MEETING OF SHAREHOLDERS, THE BOARD OF DIRECTORS
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD16465-02-0

 A. 10498--A                         2
 
 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.
   §  3.  Paragraph  (a) of section 603 of the not-for-profit corporation
 law is amended to read as follows:
   (a) Meetings of members 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  EMERGENCY
 DECLARED BY EXECUTIVE ORDER TWO HUNDRED TWO THAT BEGAN ON MARCH SEVENTH,
 TWO THOUSAND TWENTY, THE BOARD OF DIRECTORS MAY, IN ITS SOLE DISCRETION,
 DETERMINE  THAT MEETINGS OF MEMBERS BE HELD PARTIALLY OR SOLELY BY MEANS
 OF ELECTRONIC COMMUNICATION, THE ELECTRONIC SERVICE AND/OR  PLATFORM  BY
 WHICH THE MEETING IS HELD SHALL BE THE PLACE OF THE MEETING FOR PURPOSES
 OF  THIS  ARTICLE  IF  A  MEETING  IS HELD SOLELY BY MEANS OF ELECTRONIC
 COMMUNICATION.  MEETINGS CONDUCTED PARTIALLY OR SOLELY BY MEANS OF ELEC-
 TRONIC COMMUNICATIONS IN RELIANCE UPON THIS PARAGRAPH AND  ANY  MEMBER'S
 ELECTRONIC  PARTICIPATION  IN  SUCH  MEETINGS  SHALL BE SUBJECT TO THOSE
 GUIDELINES AND PROCEDURES AS THE BOARD ADOPTS, PROVIDED THE BOARD  SHALL
 IMPLEMENT  REASONABLE  MEASURES  TO: (1) VERIFY THAT EACH PERSON PARTIC-
 IPATING ELECTRONICALLY IS A MEMBER OR A PROXY OF A MEMBER;  (2)  PROVIDE
 EACH  MEMBER PARTICIPATING ELECTRONICALLY WITH A  REASONABLE OPPORTUNITY
 TO PARTICIPATE IN THE MEETING,  INCLUDING  AN  OPPORTUNITY  TO  PROPOSE,
 OBJECT  TO,  AND VOTE UPON A SPECIFIC ACTION TO BE TAKEN BY THE MEMBERS,
 AND TO SEE, READ OR HEAR THE PROCEEDINGS OF  THE  MEETING  SUBSTANTIALLY
 CONCURRENTLY  WITH  THOSE  PROCEEDINGS;  AND  (3)  RECORD AND MAINTAIN A
 RECORD OF ANY VOTES OR OTHER ACTIONS TAKEN BY  ELECTRONIC  COMMUNICATION
 AT THE MEETING.
   §  4. Section 605 of the not-for-profit corporation law, paragraph (a)
 as amended by chapter 549 of the laws of 2013, is  amended  to  read  as
 follows:
 § 605. Notice of meeting of members.
   (a) Whenever under the provisions of this chapter members are required
 or permitted to take any action at a meeting, written notice shall state
 the  place,  date and hour of the meeting, FOR THE DURATION OF THE STATE
 DISASTER EMERGENCY DECLARED BY EXECUTIVE  ORDER  TWO  HUNDRED  TWO  THAT
 BEGAN  ON  MARCH  SEVENTH,  TWO THOUSAND TWENTY, THE MEANS OF ELECTRONIC
 COMMUNICATION,  IF  ANY,  BY  WHICH  MEMBERS  MAY  PARTICIPATE  IN   THE
 PROCEEDINGS  OF  THE  MEETING  PURSUANT  TO PARAGRAPH (A) OF SECTION SIX
 HUNDRED THREE OF THIS ARTICLE and, unless it is an annual meeting, indi-
 cate that it is being issued by or at the direction  of  the  person  or
 persons  calling  the  meeting.  Notice  of a special meeting shall also
 state the purpose or purposes for which the meeting is called. A copy of
 the notice of any meeting shall be given, personally,  by  mail,  or  by
 facsimile telecommunications or by electronic mail, to each member enti-
 tled  to  vote  at  such  meeting. If the notice is given personally, by
 first class mail or by facsimile  telecommunications  or  by  electronic
 mail,  it  shall  be  given  not  less than ten nor more than fifty days
 before the date of the meeting; if mailed by any other class of mail, it
 shall be given not less than thirty nor more than sixty days before such
 date. If mailed, such notice is  given  when  deposited  in  the  United
 States mail, with postage thereon prepaid, directed to the member at his
 address  as  it  appears  on the record of members, or, if he shall have
 filed with the secretary of  the  corporation  a  written  request  that
 notices  to him be mailed to some other address, then directed to him at
 such other address. If sent by  facsimile  telecommunication  or  mailed

 A. 10498--A                         3
 
 electronically,  such  notice is given when directed to the member's fax
 number or electronic mail  address  as  it  appears  on  the  record  of
 members,  or,  to  such  fax  number or other electronic mail address as
 filed with the secretary of the corporation. Notwithstanding the forego-
 ing,  such  notice shall not be deemed to have been given electronically
 (1) if the corporation is unable to deliver two consecutive  notices  to
 the member by facsimile telecommunication or electronic mail; or (2) the
 corporation  otherwise  becomes aware that notice cannot be delivered to
 the member by facsimile telecommunication or electronic mail. An affida-
 vit of the secretary or other person giving the notice or of a  transfer
 agent  of  the  corporation that the notice required by this section has
 been given shall, in the absence of fraud, be prima  facie  evidence  of
 the  facts  therein  stated.  Whenever  a corporation has more than five
 hundred members, the notice may be served by publication in a  newspaper
 published  in  the  county in the state in which the principal office of
 the corporation is located, once a week for three successive weeks  next
 preceding  the  date of the meeting, provided that the corporation shall
 also prominently post notice of such meeting  on  the  homepage  of  any
 website  maintained  by  the  corporation  continuously from the date of
 publication through the date of the meeting. A  corporation  shall  send
 notice  of  meetings  by  first class mail to any member who requests in
 writing that such notices be delivered by such method.
   (b) When a meeting is adjourned to another time or place, it shall not
 be necessary, unless the by-laws require otherwise, to give  any  notice
 of  the  adjourned meeting if the time and place to which the meeting is
 adjourned AND, FOR THE DURATION OF THE STATE DISASTER EMERGENCY DECLARED
 BY EXECUTIVE ORDER TWO HUNDRED TWO THAT  BEGAN  ON  MARCH  SEVENTH,  TWO
 THOUSAND  TWENTY,  THE  MEANS  OF  ELECTRONIC COMMUNICATIONS, IF ANY, BY
 WHICH MEMBERS MAY PARTICIPATE IN THE PROCEEDINGS OF THE MEETING PURSUANT
 TO PARAGRAPH (A) OF SECTION  SIX  HUNDRED  THREE  OF  THIS  ARTICLE  are
 announced  at  the meeting at which the adjournment is taken, and at the
 adjourned meeting any business may be transacted that  might  have  been
 transacted  on  the  original date of the meeting. However, if after the
 adjournment the board fixes a new record date for the adjourned meeting,
 a notice of the adjourned meeting shall  be  given  to  each  member  of
 record  on the new record date entitled to notice under paragraph (a) OF
 THIS SECTION.
   (C) NOTHING REQUIRED IN PARAGRAPHS (A) OR (B) OF  THIS  SECTION  SHALL
 LIMIT, RESTRICT OR SUPERSEDE OTHER FORMS OF VOTING AND PARTICIPATION.
   § 5. The religious corporations law is amended by adding a new section
 28 to read as follows:
   §  28.  MEETINGS  FOR  THE  DURATION  OF  THE STATE DISASTER EMERGENCY
 DECLARED BY EXECUTIVE ORDER TWO HUNDRED TWO THAT BEGAN ON MARCH SEVENTH,
 TWO THOUSAND TWENTY; ELECTRONIC COMMUNICATION.  FOR THE DURATION OF  THE
 STATE  DISASTER  EMERGENCY  DECLARED  BY EXECUTIVE ORDER TWO HUNDRED TWO
 THAT BEGAN ON MARCH SEVENTH, TWO THOUSAND  TWENTY,  NOTWITHSTANDING  ANY
 PROVISION OF LAW, CERTIFICATE OF INCORPORATION OR BY-LAWS TO THE CONTRA-
 RY, IF THE BOARD OF TRUSTEES OF A RELIGIOUS CORPORATION IS AUTHORIZED TO
 DETERMINE THE PLACE OF TRUSTEE MEETINGS OR CORPORATE MEETINGS, THE BOARD
 OF  TRUSTEES  MAY,  IN  ITS  SOLE DISCRETION, DETERMINE THAT THE MEETING
 SHALL BE HELD SOLELY BY MEANS OF ELECTRONIC COMMUNICATION, THE ELECTRON-
 IC SERVICE AND/OR PLATFORM THROUGH WHICH THE MEETING IS  HELD  SHALL  BE
 THE PLACE OF THE MEETING FOR PURPOSES OF THIS CHAPTER.
   §  6.  This  act shall take effect immediately and shall expire and be
 deemed repealed December 31, 2021.