S T A T E O F N E W Y O R K
________________________________________________________________________
3917
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
AN ACT to amend the business corporation law, the not-for-profit corpo-
ration law, and the religious corporations law, in relation to provid-
ing for the remote conduct of certain practices and procedures relat-
ing to board meetings
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-TWO, 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.
§ 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:
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD05120-01-1
S. 3917 2
(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-TWO, 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-TWO, 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. Paragraphs (a) and (b) of section 605 of the not-for-profit
corporation law, as amended by chapter 122 of the laws of 2020, are
amended to read as follows:
(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-TWO, 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
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
S. 3917 3
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-
TWO, 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.
§ 5. Section 28 of the religious corporations law, as amended by chap-
ter 122 of the laws of 2020, is amended to read as follows:
§ 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-TWO, WHICHEVER IS LATER, notwithstand-
S. 3917 4
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
the amendments to paragraph (b) of section 708 of the business corpo-
ration law made by section one of this act, paragraph (a) of section 602
of the business corporation law made by section two of this act, para-
graph (a) of section 603 of the not-for-profit corporation law made by
section three of this act, paragraphs (a) and (b) of section 605 of the
not-for-profit corporation law made by section four of this act, and
section 28 of the religious corporations law made by section five of
this act, shall not affect the expiration or repeal of such paragraphs
or such section and shall be deemed to expire or repeal therewith.
