S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   2916
 
                        2023-2024 Regular Sessions
 
                             I N  S E N A T E
 
                             January 25, 2023
                                ___________
 
 Introduced  by  Sen.  CLEARE -- 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, in relation to the number
   of female directors required to serve on the  board  of  directors  of
   certain publicly held corporations

   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. The business corporation law is amended  by  adding  a  new
 section 702-a to read as follows:
 § 702-A. APPOINTMENT OF FEMALE DIRECTORS.
   (A)  DEFINITIONS.  FOR  PURPOSES  OF THIS SECTION, THE FOLLOWING TERMS
 SHALL HAVE THE FOLLOWING MEANINGS:
   (1) "FEMALE" MEANS AN INDIVIDUAL WHO SELF-IDENTIFIES HER GENDER  AS  A
 WOMAN, WITHOUT REGARD TO THE INDIVIDUAL'S DESIGNATED SEX AT BIRTH.
   (2)  "PRINCIPAL EXECUTIVE OFFICE" MEANS THE PRINCIPAL EXECUTIVE OFFICE
 ACCORDING TO THE CORPORATION'S FORM 10-K FILED WITH THE  SECURITIES  AND
 EXCHANGE COMMISSION.
   (3)  "PUBLICLY  HELD DOMESTIC OR FOREIGN CORPORATION" MEANS A DOMESTIC
 CORPORATION OR AN AUTHORIZED FOREIGN  CORPORATION,  AS  SUCH  TERMS  ARE
 DEFINED  IN  SUBPARAGRAPHS  (A)  (4)  AND  (A) (7) OF SECTION 102 (DEFI-
 NITIONS), RESPECTIVELY, WITH OUTSTANDING SHARES  LISTED  ON  A  NATIONAL
 SECURITIES EXCHANGE.
   (B)(1)  NO  LATER  THAN DECEMBER 31, 2024, A PUBLICLY HELD DOMESTIC OR
 FOREIGN CORPORATION WHOSE PRINCIPAL EXECUTIVE OFFICE IS  LOCATED  WITHIN
 THIS  STATE  SHALL HAVE A MINIMUM OF ONE FEMALE DIRECTOR ON ITS BOARD. A
 CORPORATION SUBJECT TO THIS SECTION MAY INCREASE THE NUMBER OF DIRECTORS
 ON ITS BOARD, PURSUANT TO SECTION 702 (NUMBER OF DIRECTORS),  TO  COMPLY
 WITH THIS SECTION.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD07488-01-3
 S. 2916                             2
 
              

   (2)  NO  LATER  THAN  DECEMBER  31,  2027, A PUBLICLY HELD DOMESTIC OR
 FOREIGN CORPORATION WHOSE PRINCIPAL EXECUTIVE OFFICE IS  LOCATED  WITHIN
 THIS STATE SHALL COMPLY, AS APPLICABLE, WITH THE FOLLOWING:
   A. FOR A CORPORATION WITH SIX OR MORE DIRECTORS, AT LEAST THREE FEMALE
 DIRECTORS SHALL SERVE ON ITS BOARD.
   B.  FOR  A CORPORATION WITH FIVE DIRECTORS, AT LEAST TWO FEMALE DIREC-
 TORS SHALL SERVE ON ITS BOARD.
   C. FOR A CORPORATION WITH FOUR DIRECTORS OR LESS, AT LEAST ONE  FEMALE
 DIRECTOR SHALL SERVE ON ITS BOARD.
   (3)  A  PUBLICLY  HELD DOMESTIC OR FOREIGN CORPORATION WHOSE PRINCIPAL
 EXECUTIVE OFFICE IS LOCATED WITHIN THIS STATE SHALL FILE WITH THE SECRE-
 TARY OF STATE, ON AN ANNUAL BASIS, A LIST  OF  ALL  DIRECTORS  AND  EACH
 DIRECTOR'S  TERM  OF  SERVICE,  AND  SHALL IDENTIFY THE NUMBER OF FEMALE
 DIRECTORS SERVING ON THE BOARD.
   (C) NO LATER THAN JULY 1, 2024, THE SECRETARY OF STATE SHALL PUBLISH A
 REPORT ON ITS WEBSITE DOCUMENTING THE NUMBER  OF  DOMESTIC  AND  FOREIGN
 CORPORATIONS  WHOSE  PRINCIPAL EXECUTIVE OFFICE IS LOCATED IN THIS STATE
 AND THE NUMBER OF FEMALE DIRECTORS ON EACH CORPORATION'S BOARD.
   (D) NO LATER THAN MARCH 1, 2025, AND ON AN  ANNUAL  BASIS  THEREAFTER,
 THE  SECRETARY OF STATE SHALL PUBLISH A REPORT ON ITS WEBSITE REGARDING,
 AT MINIMUM, ALL OF THE FOLLOWING:
   (1) THE NUMBER OF CORPORATIONS SUBJECT TO THIS SECTION  THAT  WERE  IN
 COMPLIANCE  WITH  THE  REQUIREMENTS  OF  THIS  SECTION DURING AT LEAST A
 PORTION OF THE PRECEDING CALENDAR YEAR;
   (2) THE NUMBER OF PUBLICLY HELD CORPORATIONS THAT MOVED  THEIR  UNITED
 STATES  HEADQUARTERS  TO  NEW YORK FROM ANOTHER STATE OR OUT OF NEW YORK
 INTO ANOTHER STATE DURING THE PRECEDING CALENDAR YEAR; AND
   (3) THE NUMBER OF PUBLICLY HELD DOMESTIC OR FOREIGN CORPORATIONS  THAT
 WERE SUBJECT TO THIS SECTION DURING THE PRECEDING YEAR, BUT ARE NO LONG-
 ER PUBLICLY TRADED.
   (E)  THE  SECRETARY OF STATE MAY ADOPT RULES AND REGULATIONS TO IMPLE-
 MENT  THIS  SECTION.  THE  SECRETARY  OF  STATE  MAY  IMPOSE  FINES  FOR
 VIOLATIONS OF THIS SECTION AS FOLLOWS:
   (1) FOR EACH DIRECTOR SEAT REQUIRED TO BE HELD BY A FEMALE PURSUANT TO
 SUBPARAGRAPHS (B) (1) OR (B) (2) OF THIS SECTION, WHICH IS NOT HELD BY A
 FEMALE DURING AT LEAST A PORTION OF A CALENDAR YEAR, A CORPORATION SHALL
 BE  SUBJECT  TO  A  CIVIL  PENALTY OF ONE HUNDRED THOUSAND DOLLARS FOR A
 FIRST VIOLATION AND THREE HUNDRED THOUSAND DOLLARS FOR  EACH  SUBSEQUENT
 VIOLATION. FOR PURPOSES OF THIS SUBPARAGRAPH, A FEMALE DIRECTOR WHO HELD
 A  DIRECTOR  SEAT  FOR  AT  LEAST  A  PORTION OF THE YEAR SHALL NOT BE A
 VIOLATION.
   (2) FAILURE TO FILE BOARD MEMBER INFORMATION IN A TIMELY  MANNER  WITH
 THE SECRETARY OF STATE PURSUANT TO SUBPARAGRAPH (B) (3) OF THIS SECTION,
 A  CORPORATION  SHALL BE SUBJECT TO A CIVIL PENALTY OF ONE HUNDRED THOU-
 SAND DOLLARS.
   (3) ANY FINE COLLECTED BY THE SECRETARY  OF  STATE  PURSUANT  TO  THIS
 SECTION  SHALL  BE  USED BY THE SECRETARY OF STATE TO OFFSET THE COST OF
 ADMINISTERING THIS SECTION.
   § 2. Paragraph (a) of section 1319 of the business corporation law  is
 amended by adding a new subparagraph 4-a to read as follows:
   (4-A) SECTION 702-A (APPOINTMENT OF FEMALE DIRECTORS).
   § 3. This act shall take effect immediately.