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