Bill Text: NY S08637 | 2017-2018 | General Assembly | Introduced

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Bill Title: Relates to requiring a two-thirds vote of the board in certain circumstances.

Spectrum: Partisan Bill (Republican 1-0)

Status: (Introduced - Dead) 2018-06-11 - PRINT NUMBER 8637A [S08637 Detail]

Download: New_York-2017-S08637-Introduced.html

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                STATE OF NEW YORK
        ________________________________________________________________________
                                          8637
                    IN SENATE
                                      May 10, 2018
                                       ___________
        Introduced  by Sen. GALLIVAN -- read twice and ordered printed, and when
          printed to be committed to the Committee on Corporations,  Authorities
          and Commissions
        AN  ACT  to  amend  the  not-for-profit  corporation law, in relation to
          voting requirements of the board of certain corporations
          The People of the State of New York, represented in Senate and  Assem-
        bly, do enact as follows:
     1    Section  1.  The  opening paragraph of paragraph (a) of section 902 of
     2  the not-for-profit corporation law is amended to read as follows:
     3    The board of each corporation proposing to participate in a merger  or
     4  consolidation under section 901 (Power of merger or consolidation) shall
     5  adopt,  by a vote of two-thirds of the entire board of each corporation,
     6  or by a vote of the number of directors required under  the  certificate
     7  of  incorporation, by-laws, this chapter and any other applicable law, a
     8  plan of merger or consolidation, setting forth:
     9    § 2. Subparagraph 1 of paragraph (a) of section 1002 of  the  not-for-
    10  profit  corporation  law, as amended by chapter 549 of the laws of 2013,
    11  is amended to read as follows:
    12    (1) In the case of a vote by the board of directors: (i) the number of
    13  directors required under the certificate of incorporation, by-laws, this
    14  chapter and any other applicable law; [or]
    15    (ii) two-thirds of the entire board of the corporation; or
    16    (iii) if the number of directors actually holding office  as  such  at
    17  the  time of the vote to adopt the plan is less than the number required
    18  to constitute a quorum of directors under the  certificate  of  incorpo-
    19  ration,  the  by-laws,  this  chapter  or  any other applicable law, the
    20  remaining directors unanimously;
    21    § 3. This act shall take effect on the ninetieth day  after  it  shall
    22  have become a law.
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD15253-04-8