S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
     S. 4279                                                  A. 6329
 
                        2019-2020 Regular Sessions
 
                       S E N A T E - A S S E M B L Y
 
                               March 6, 2019
                                ___________
 
 IN SENATE -- Introduced by Sen. KRUEGER -- read twice and ordered print-
   ed, and when printed to be committed to the Committee on Corporations,
   Authorities and Commissions
 
 IN  ASSEMBLY  --  Introduced  by  M.  of  A.  SEAWRIGHT -- read once and
   referred to the Committee on Corporations, Authorities and Commissions

 AN ACT to amend the business corporation law, in relation  to  requiring
   at least one female director on every domestic corporation and foreign
   corporation  whose  principal place of business is located in New York
   state
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section  1.  Section 702 of the business corporation law is amended by
 adding a new paragraph (c) to read as follows:
   (C)(1) ON OR BEFORE DECEMBER 31, 2019, EVERY  PUBLICLY  HELD  DOMESTIC
 CORPORATION  AND  FOREIGN  CORPORATION WHOSE PRINCIPAL EXECUTIVE OFFICE,
 ACCORDING TO THE CORPORATION'S SEC 10-K  FORM,  IS  LOCATED  WITHIN  THE
 STATE  SHALL  HAVE  AT LEAST ONE FEMALE DIRECTOR ON ITS BOARD.  A CORPO-
 RATION MAY INCREASE THE NUMBER OF DIRECTORS ON ITS BOARD TO COMPLY  WITH
 THIS SUBDIVISION.
   (2)  ON  OR  BEFORE  DECEMBER  31,  2021, EVERY PUBLICLY HELD DOMESTIC
 CORPORATION AND FOREIGN CORPORATION WHOSE  PRINCIPAL  EXECUTIVE  OFFICE,
 ACCORDING  TO  THE  CORPORATION'S  SEC  10-K FORM, IS LOCATED WITHIN THE
 STATE SHALL INCREASE THE NUMBER OF FEMALE  DIRECTORS  ON  ITS  BOARD  AS
 FOLLOWS:
   (A)  IF  THE  BOARD  OF DIRECTORS CONSISTS OF SIX OR MORE MEMBERS, THE
 CORPORATION SHALL HAVE AT LEAST THREE FEMALE DIRECTORS;
   (B) IF THE BOARD OF DIRECTORS CONSISTS OF  FIVE  MEMBERS,  THE  CORPO-
 RATION SHALL HAVE AT LEAST TWO FEMALE DIRECTORS; AND
   (C)  IF  THE BOARD OF DIRECTORS CONSISTS OF FOUR OR FEWER MEMBERS, THE
 CORPORATION SHALL HAVE AT LEAST ONE FEMALE DIRECTOR.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD06232-01-9

 S. 4279                             2                            A. 6329
 
   (3) ON OR BEFORE DECEMBER 31, 2019,  THE  DEPARTMENT  OF  STATE  SHALL
 PUBLISH  A  REPORT  ON  THE  NUMBER OF DOMESTIC CORPORATIONS AND FOREIGN
 CORPORATIONS WHOSE PRINCIPAL EXECUTIVE OFFICE, ACCORDING TO  THE  CORPO-
 RATION'S  SEC 10-K FORM, IS LOCATED IN THIS STATE THAT HAVE AT LEAST ONE
 FEMALE DIRECTOR. SUCH REPORT SHALL BE MADE AVAILABLE ON ITS WEBSITE.
   (4)  ON  OR BEFORE MARCH 1, 2020, AND ANNUALLY THEREAFTER, THE DEPART-
 MENT OF STATE SHALL PUBLISH A REPORT ON ITS WEBSITE WHICH SHALL INCLUDE,
 AT A MINIMUM:
   (A) THE NUMBER OF PUBLICLY  HELD  DOMESTIC  CORPORATIONS  AND  FOREIGN
 CORPORATIONS  SUBJECT  TO  THIS SUBDIVISION THAT WERE IN COMPLIANCE WITH
 THE REQUIREMENTS OF THIS PARAGRAPH AT LEAST ONCE  DURING  THE  PRECEDING
 CALENDAR YEAR;
   (B)  THE  NUMBER  OF  PUBLICLY  HELD DOMESTIC CORPORATIONS AND FOREIGN
 CORPORATIONS THAT MOVED THEIR PRINCIPAL EXECUTIVE OFFICE TO  THIS  STATE
 FROM  OUTSIDE  OF  THE  STATE  OR MOVED THEIR PRINCIPAL EXECUTIVE OFFICE
 OUTSIDE OF THE STATE DURING THE PRECEDING CALENDAR YEAR; AND
   (C) THE NUMBER OF PUBLICLY  HELD  DOMESTIC  CORPORATIONS  AND  FOREIGN
 CORPORATIONS  THAT WERE SUBJECT TO THIS SUBDIVISION DURING THE PRECEDING
 CALENDAR YEAR BUT ARE NO LONGER PUBLICLY HELD.
   (5)(A) THE SECRETARY OF STATE MAY PROMULGATE REGULATIONS TO  IMPLEMENT
 THE  REQUIREMENTS  OF THIS PARAGRAPH.  THE SECRETARY OF STATE MAY IMPOSE
 FINES FOR VIOLATIONS OF THIS PARAGRAPH AS FOLLOWS:
   (1) FOR THE FIRST  VIOLATION,  THE  AMOUNT  OF  ONE  HUNDRED  THOUSAND
 DOLLARS.
   (2)  FOR A SECOND OR SUBSEQUENT VIOLATION, THE AMOUNT OF THREE HUNDRED
 THOUSAND DOLLARS.
   (B) FOR PURPOSES OF THIS PARAGRAPH, EACH DIRECTOR SEAT REQUIRED TO  BE
 HELD  BY  A FEMALE, WHICH IS NOT HELD BY A FEMALE FOR AT LEAST A PORTION
 OF A CALENDAR YEAR, SHALL BE DEEMED A SEPARATE AND DISTINCT OFFENSE. ANY
 PENALTY COLLECTED PURSUANT TO THIS PARAGRAPH SHALL  BE  MADE  AVAILABLE,
 UPON APPROPRIATION BY THE LEGISLATURE, FOR USE BY THE SECRETARY OF STATE
 TO OFFSET THE COST OF ADMINISTERING THIS SUBDIVISION.
   (6)  FOR  PURPOSES OF THIS SUBDIVISION, THE FOLLOWING TERMS SHALL HAVE
 THE FOLLOWING MEANINGS:
   (A) "FEMALE" MEANS AN INDIVIDUAL WHO SELF-IDENTIFIES HER GENDER  AS  A
 WOMAN, WITHOUT REGARD TO THE INDIVIDUAL'S DESIGNATED SEX AT BIRTH.
   (B)  "PUBLICLY HELD" MEANS HAVING OUTSTANDING SHARES LISTED ON A MAJOR
 UNITED STATES STOCK EXCHANGE.
   § 2. Subdivision (a) of section 1319 of the business  corporation  law
 is amended by adding a new paragraph 8 to read as follows:
   (8) SUBDIVISION (C) OF SECTION 702 (NUMBER OF DIRECTORS).
   § 3. This act shall take effect immediately.