senate Bill S3265

Signed By Governor
2021-2022 Legislative Session

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

download bill text pdf

Sponsored By

Current Bill Status Via A213 - 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 (11)
Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Aug 02, 2021 signed chap.321
Jul 21, 2021 delivered to governor
Apr 28, 2021 returned to assembly
passed senate
3rd reading cal.414
substituted for s3265
Apr 28, 2021 substituted by a213
Mar 01, 2021 advanced to third reading
Feb 24, 2021 2nd report cal.
Feb 23, 2021 1st report cal.414
Jan 28, 2021 referred to corporations, authorities and commissions

Votes

view votes

Feb 23, 2021 - Corporations, Authorities and Commissions committee Vote

S3265
7
0
committee
7
Aye
0
Nay
0
Aye with Reservations
0
Absent
0
Excused
0
Abstained
show Corporations, Authorities and Commissions committee vote details

Corporations, Authorities and Commissions Committee Vote: Feb 23, 2021

Co-Sponsors

S3265 (ACTIVE) - Details

See Assembly Version of this Bill:
A213
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
2019-2020: S1897, S7361, A222

S3265 (ACTIVE) - Summary

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

S3265 (ACTIVE) - Sponsor Memo

S3265 (ACTIVE) - Bill Text download pdf

 
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   3265
 
                        2021-2022 Regular Sessions
 
                             I N  S E N A T E
 
                             January 28, 2021
                                ___________
 
 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.

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