S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  4485

                       2011-2012 Regular Sessions

                          I N  A S S E M B L Y

                            February 3, 2011
                               ___________

Introduced  by M. of A. LANCMAN -- read once and referred to the Commit-
  tee on Energy

AN ACT to amend the business corporation law, in  relation  to  enacting
  the "shareholders remote voting act"

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Short title. This act shall be known and may  be  cited  as
the "shareholders remote voting act".
  S 2. Paragraphs (b), (c) and (d) of section 602 of the business corpo-
ration  law  are  relettered paragraphs (c), (d) and (e) and a new para-
graph (b) is added to read as follows:
  (B)(I) EVERY CORPORATION WHOSE SHARES ARE TRADED ON A  STOCK  EXCHANGE
OR  IN THE OVER-THE-COUNTER MARKET SHALL: (1) IMPLEMENT REASONABLE MEAS-
URES TO PROVIDE SHAREHOLDERS NOT PHYSICALLY PRESENT AT  A  SHAREHOLDERS'
MEETING A REASONABLE OPPORTUNITY TO WITNESS THE PROCEEDINGS OF THE MEET-
ING  SUBSTANTIALLY  CONCURRENTLY  WITH SUCH PROCEEDINGS; AND (2) PROVIDE
REASONABLE MEANS TO ENABLE SHAREHOLDERS TO VOTE  OR  CAST  PROXIES  WITH
RESPECT  TO  MATTERS  SUBMITTED  TO  THE SHAREHOLDERS AT A SHAREHOLDERS'
MEETING BY MEANS OF ELECTRONIC COMMUNICATION.
  (II) THIS PARAGRAPH MAY ALSO APPLY TO OTHER CORPORATIONS IF THE  BOARD
OF DIRECTORS HAS ELECTED TO BE SUBJECT TO THIS PARAGRAPH.
  (III) NOTHING REQUIRED IN SUBPARAGRAPHS (I) AND (II) OF THIS PARAGRAPH
SHALL  LIMIT,  RESTRICT  OR  SUPERSEDE OTHER FORMS OF VOTING AND PARTIC-
IPATION.
  (IV) FOR  PURPOSES  OF  THIS  PARAGRAPH,  "REASONABLE  MEASURES"  WITH
RESPECT  TO  WITNESSING PROCEEDINGS SHALL INCLUDE, BUT NOT BE LIMITED TO
AUDIO WEBCAST OR OTHER BROADCAST OF THE MEETING  AND  FOR  VOTING  SHALL
INCLUDE BUT NOT BE LIMITED TO TELEPHONIC AND INTERNET VOTING.
  S  3. Section 605 of the business corporation law, as amended by chap-
ter 746 of the laws of 1963, paragraph (a) as amended by chapter 498  of
the laws of 1998, is amended to read as follows:

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD04132-03-1
              

A. 4485                             2

S 605. Notice of meetings of shareholders.
  (a)  Whenever  under  the  provisions of this chapter shareholders are
required or permitted to take any action at a meeting, notice  shall  be
given  stating  the  place,  date  and hour of the meeting, THE MEANS OF
REMOTE COMMUNICATIONS, IF ANY, BY WHICH  SHAREHOLDERS  AND  PROXYHOLDERS
MAY  WITNESS  THE PROCEEDINGS OF THE MEETING AND VOTE OR CAST PROXIES AT
SUCH MEETING and, unless it is the annual meeting, indicating 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. Notice of any meeting of
shareholders may be written or electronic. If, at any meeting, action is
proposed to  be  taken  which  would,  if  taken,  entitle  shareholders
fulfilling the requirements of section 623 OF THIS CHAPTER (Procedure to
enforce  shareholder's  right  to receive payment for shares) to receive
payment for their shares, the notice of such  meeting  shall  include  a
statement of that purpose and to that effect and shall be accompanied by
a  copy  of  section  623  OF THIS CHAPTER or an outline of its material
terms. Notice of any meeting shall be given not fewer than ten nor  more
than  sixty days before the date of the meeting, provided, however, that
such notice may be given by third class mail not fewer than  twenty-four
nor  more than sixty days before the date of the meeting, to each share-
holder entitled to vote at such meeting. If mailed, such notice is given
when deposited in the United States mail, with postage thereon  prepaid,
directed  to  the shareholder at the shareholder's address as it appears
on the record of shareholders, or, if the shareholder shall  have  filed
with  the  secretary  of  the  corporation a request that notices to the
shareholder be mailed to some other address, then directed to him OR HER
at such other address. If transmitted  electronically,  such  notice  is
given  when  directed  to  the  shareholder's electronic mail address as
supplied by the shareholder to the secretary of the  corporation  or  as
otherwise  directed  pursuant  to  the  shareholder's  authorization  or
instructions. An affidavit 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.
  (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  THE  MEANS  OF  REMOTE  COMMUNICATIONS, IF ANY, BY WHICH
SHAREHOLDERS AND PROXYHOLDERS MAY WITNESS THE PROCEEDINGS OF THE MEETING
AND VOTE OR CAST PROXIES AT THE MEETING are announced at the meeting  at
which  the  adjournment is taken, and at the adjourned meeting any busi-
ness 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 shareholder of record on the  new  record
date entitled to notice under paragraph (a) OF THIS SECTION.
  (C)  NOTHING  REQUIRED IN PARAGRAPHS (A) AND (B) OF THIS SECTION SHALL
LIMIT, RESTRICT OR SUPERSEDE OTHER FORMS OF VOTING AND PARTICIPATION.
  S 4. This act shall take effect immediately.