S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  3917--A
     Cal. No. 327
 
                        2021-2022 Regular Sessions
 
                             I N  S E N A T E
 
                             February 1, 2021
                                ___________
 
 Introduced  by Sen. BENJAMIN -- read twice and ordered printed, and when
   printed to be committed to the Committee on Corporations,  Authorities
   and  Commissions -- reported favorably from said committee, ordered to
   first and second report, amended on second report, ordered to a  third
   reading,  and  to  be reprinted as amended, retaining its place in the
   order of third reading
 
 AN ACT to amend the business corporation law, the not-for-profit  corpo-
   ration law and the religious corporations law, in relation to allowing
   corporations  to  conduct  business  and meetings electronically for a
   certain period of time
 
   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 122 of the laws of 2020, 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,  OR  UNTIL
 DECEMBER  THIRTY-FIRST,  TWO  THOUSAND  TWENTY-ONE,  WHICHEVER IS LATER,
 notwithstanding 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.

  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD05120-02-1

 S. 3917--A                          2
 
   § 2. Paragraph (a) of section 602 of the business corporation law,  as
 amended  by  chapter  122  of  the  laws  of 2020, 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,  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,  OR  UNTIL  DECEMBER
 THIRTY-FIRST,  TWO THOUSAND TWENTY-ONE, WHICHEVER IS LATER, if, pursuant
 to this paragraph or the by-laws of the corporation, the board of direc-
 tors 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.
   § 3. Paragraph (a) of section 603 of  the  not-for-profit  corporation
 law,  as  amended by chapter 122 of the laws of 2020, 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,
 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, OR UNTIL DECEMBER THIRTY-
 FIRST, TWO THOUSAND TWENTY-ONE, WHICHEVER IS LATER, the board of  direc-
 tors  may, in its sole discretion, determine that meetings of members be
 held partially or solely by means of electronic communication, the elec-
 tronic 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 partial-
 ly or solely by means of electronic 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 participating 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, as amended by
 chapter 122 of the laws of 2020, 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, OR UNTIL  DECEMBER  THIRTY-
 FIRST,  TWO  THOUSAND TWENTY-ONE, WHICHEVER IS LATER, the means of elec-
 tronic 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

 S. 3917--A                          3

 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
 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,  OR  UNTIL DECEMBER THIRTY-FIRST, TWO THOUSAND TWENTY-
 ONE, WHICHEVER IS LATER, 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. Section 28 of the religious corporations law, as added by chapter
 122 of the laws of 2020, is amended to read as follows:

 S. 3917--A                          4
 
   § 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, OR UNTIL DECEMBER
 THIRTY-FIRST, TWO THOUSAND TWENTY-ONE, WHICHEVER IS LATER, notwithstand-
 ing any provision of law, certificate of incorporation or by-laws to the
 contrary, if the board of trustees of a religious corporation is author-
 ized 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
 electronic  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, provided, however, that:
   a. the amendments to paragraph (b) of  section  708  of  the  business
 corporation  law  made  by  section one of this act shall not affect the
 expiration of such paragraph and shall be deemed to expire therewith;
   b. the amendments to paragraph (a) of  section  602  of  the  business
 corporation  law  made  by  section two of this act shall not affect the
 expiration of such paragraph and shall be deemed to expire therewith;
   c. the amendments to paragraph (a) of section 603 of the  not-for-pro-
 fit  corporation  law made by section three of this act shall not affect
 the expiration of such paragraph and shall be deemed  to  expire  there-
 with;
   d. the amendments to section 605 of the not-for-profit corporation law
 made by section four of this act shall not affect the expiration of such
 section and shall be deemed to expire therewith; and
   e. the amendments to section 28 of the religious corporations law made
 by  section five of this act shall not affect the repeal of such section
 and shall be deemed repealed therewith.