Senate Bill S4088

Signed By Governor
2019-2020 Legislative Session

Authorizes shareholders to attend meetings via remote communication and to be deemed present for voting purposes

download bill text pdf

Sponsored By

Archive: Last Bill Status Via A434 - Signed by Governor


  • 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-S4088 (ACTIVE) - Details

See Assembly Version of this Bill:
A434
Law Section:
Business Corporation Law
Laws Affected:
Amd §§602 & 605, BC L
Versions Introduced in Other Legislative Sessions:
2009-2010: A1567
2011-2012: A4485, A1710
2013-2014: A4946
2015-2016: A5781
2017-2018: A1012, A9745

2019-S4088 (ACTIVE) - Summary

Requires certain corporations to permit shareholders to attend meetings via remote communication and to be deemed present for voting purposes.

2019-S4088 (ACTIVE) - Sponsor Memo

2019-S4088 (ACTIVE) - Bill Text download pdf

                            
 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   4088
 
                        2019-2020 Regular Sessions
 
                             I N  S E N A T E
 
                             February 27, 2019
                                ___________
 
 Introduced  by Sen. KAVANAGH -- read twice and ordered printed, and when
   printed to be committed to the Committee on Corporations,  Authorities
   and Commissions
 
 AN  ACT to amend the business corporation law, in relation to attendance
   of a meeting of shareholders by remote communication

   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1. Paragraphs (b), (c) and (d) of section 602 of the business
 corporation law are relettered paragraphs (c), (d) and  (e)  and  a  new
 paragraph (b) is added to read as follows:
   (B)  (I)  A  CORPORATION MAY, IF AUTHORIZED BY THE BOARD OF DIRECTORS:
 (1) IMPLEMENT REASONABLE MEASURES TO PROVIDE SHAREHOLDERS NOT PHYSICALLY
 PRESENT AT A SHAREHOLDERS' MEETING A REASONABLE OPPORTUNITY  TO  PARTIC-
 IPATE  IN THE PROCEEDINGS OF THE MEETING SUBSTANTIALLY CONCURRENTLY WITH
 SUCH PROCEEDINGS; AND/OR  (2)  PROVIDE  REASONABLE  MEASURES  TO  ENABLE
 SHAREHOLDERS  TO VOTE OR GRANT PROXIES WITH RESPECT TO MATTERS SUBMITTED
 TO THE SHAREHOLDERS AT A SHAREHOLDERS' MEETING BY  MEANS  OF  ELECTRONIC
 COMMUNICATION;  PROVIDED  THAT THE CORPORATION SHALL, IF APPLICABLE, (A)
 IMPLEMENT REASONABLE MEASURES TO VERIFY THAT EACH PERSON DEEMED  PRESENT
 AND  PERMITTED  TO  VOTE  AT THE MEETING BY MEANS OF ELECTRONIC COMMUNI-
 CATION IS A SHAREHOLDER OF RECORD AND (B) KEEP A RECORD OF ANY  VOTE  OR
 OTHER ACTION TAKEN BY A SHAREHOLDER PARTICIPATING AND VOTING BY MEANS OF
 ELECTRONIC  COMMUNICATIONS  AT  A  SHAREHOLDERS'  MEETING. A SHAREHOLDER
 PARTICIPATING IN A SHAREHOLDERS' MEETING BY THIS MEANS IS DEEMED  TO  BE
 PRESENT IN PERSON AT THE MEETING.
   (II)  NOTHING  REQUIRED  IN  SUBPARAGRAPH  (I) OF THIS PARAGRAPH SHALL
 LIMIT, RESTRICT OR SUPERSEDE OTHER FORMS OF VOTING AND PARTICIPATION.
   (III) FOR PURPOSES  OF  THIS  PARAGRAPH,  "REASONABLE  MEASURES"  WITH
 RESPECT TO PARTICIPATING IN PROCEEDINGS SHALL INCLUDE, BUT NOT BE LIMIT-
 ED  TO,  AUDIO  WEBCAST OR OTHER BROADCAST OF THE MEETING AND FOR VOTING
 SHALL INCLUDE BUT NOT BE LIMITED TO TELEPHONIC AND INTERNET VOTING.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

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