The New York State Senate

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   9969
 
                           I N  A S S E M B L Y
 
                              April 27, 2022
                                ___________
 
 Introduced by M. of A. PAULIN -- read once and referred to the Committee
   on Corporations, Authorities and Commissions
 
 AN  ACT  to  amend  the  not-for-profit  corporation law, in relation to
   modernizing such law to align  with  current  practices,  streamlining
   procedures, and eliminating unnecessary regulatory burdens
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Paragraph (a) of section 614 of the  not-for-profit  corpo-
 ration law, as amended by chapter 358 of the laws of 2015, is amended to
 read as follows:
   (a) Whenever, under this chapter, members are required or permitted to
 take any action by vote, such action may be taken without a meeting upon
 the  consent  of  all  of  the  members  entitled to vote thereon, which
 consent shall set forth the action so taken. Such consent may be written
 or electronic. If written, the consent must be executed by the member or
 the member's authorized officer, director, employee or agent by  signing
 such  consent  or  causing  his  or  her signature to be affixed to such
 consent by any reasonable means including but not limited  to  facsimile
 signature.  If  electronic, the transmission of the consent must be sent
 by electronic mail OR OTHER  ELECTRONIC  MEANS  and  set  forth,  or  be
 submitted  with,  information from which it can reasonably be determined
 that the transmission was authorized by the member. This paragraph shall
 not be construed to alter or modify any provision in  a  certificate  of
 incorporation not inconsistent with this chapter under which the written
 consent  of  less  than  all  of the members is sufficient for corporate
 action.
   § 2. Paragraph (c) of section 705 of  the  not-for-profit  corporation
 law is amended to read as follows:
   (c)  [A] UNLESS OTHERWISE PROVIDED IN THE CERTIFICATE OF INCORPORATION
 OR BYLAWS, A director elected or appointed to fill a vacancy IN AN UNEX-
 PIRED TERM shall hold office until the [next annual meeting at which the
 election of directors is in the regular order of business]  END  OF  THE
 TERM  WHICH THE DIRECTOR WAS ELECTED OR APPOINTED TO FILL, OR FOR A TERM
 TO BE DETERMINED BY THE BOARD WHICH ENDS AT AN ANNUAL  MEETING,  SUBJECT
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.

                                                            LBD15478-02-2
 A. 9969                             2
 
 TO  THE LIMITATIONS ON TERMS OF OFFICE IN PARAGRAPH (B) OF SECTION SEVEN
 HUNDRED THREE OF THIS ARTICLE, and until his  successor  is  elected  or
 appointed and qualified.
   §  3.  Paragraph  (b) of section 708 of the not-for-profit corporation
 law, as amended by chapter 549 of the laws of 2013, 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 to the adoption of a resolution
 authorizing the action. Such consent may be written  or  electronic.  If
 written,  the  consent  must be executed by the director by signing such
 consent or causing his or her signature to be affixed to such consent by
 any reasonable means including, but not limited to, facsimile signature.
 If electronic, the transmission of the consent must be sent by electron-
 ic mail OR OTHER ELECTRONIC MEANS and set forth, or be  submitted  with,
 information  from  which it can reasonably be determined that the trans-
 mission was authorized by the director. 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.
   §  4.  Paragraph  (d) of section 708 of the not-for-profit corporation
 law, as amended by chapter 555 of the laws of 2015, is amended  to  read
 as follows:
   (d) Except as otherwise provided in this chapter, the vote of a major-
 ity  of  the  directors  present at the time of the vote, if a quorum is
 present at such time, shall be the act of the board. Directors  who  are
 present  at  a  meeting  but  not present at the time of a vote due to a
 conflict of interest or related party transaction shall be determined to
 be present at the time of the vote  for  purposes  of  [this  paragraph]
 DETERMINING IF A QUORUM IS PRESENT AT SUCH TIME.
   § 5. This act shall take effect immediately.