-  This bill is not active in this session.
 

A00213 Summary:

BILL NOA00213
 
SAME ASSAME AS S03265
 
SPONSORPaulin
 
COSPNSRGalef, Abinanti, Otis, Jacobson
 
MLTSPNSR
 
Amd 902 & 1002, N-PC L
 
Relates to requiring a two-thirds vote of the board in certain circumstances.
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A00213 Actions:

BILL NOA00213
 
01/06/2021referred to corporations, authorities and commissions
01/12/2021reported referred to codes
01/26/2021reported
01/28/2021advanced to third reading cal.59
02/08/2021passed assembly
02/08/2021delivered to senate
02/08/2021REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
04/28/2021SUBSTITUTED FOR S3265
04/28/20213RD READING CAL.414
04/28/2021PASSED SENATE
04/28/2021RETURNED TO ASSEMBLY
07/21/2021delivered to governor
08/02/2021signed chap.321
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A00213 Committee Votes:

CORPORATIONS, AUTHORITIES AND COMMISSIONS Chair:Paulin DATE:01/12/2021AYE/NAY:25/0 Action: Favorable refer to committee Codes
PaulinAyeLemondesAye
CookAyeBlankenbushAye
GalefExcusedFriendAye
RodriguezAyeLalorAye
QuartAyePalmesanoAye
OtisAyeAngelinoAye
RozicAyeJensenAye
KimAye
SeawrightAye
DilanAye
RichardsonAye
De La RosaAye
Pheffer AmatoAye
VanelAye
CarrollAye
NiouAye
FallAye
Jean-PierreAye
Gonzalez-RojasAye

CODES Chair:Dinowitz DATE:01/26/2021AYE/NAY:22/0 Action: Favorable
DinowitzAyeMorinelloAye
PretlowAyeGiglioAye
CookAyeMontesanoAye
CymbrowitzAyeReillyAye
O'DonnellAyeMikulinAye
LavineAyeTannousisAye
PerryAye
AbinantiAye
WeprinAye
HevesiAye
FahyAye
SeawrightAye
RosenthalAye
WalkerAye
VanelAye
CruzAye

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A00213 Floor Votes:

DATE:02/08/2021Assembly Vote  YEA/NAY: 149/0
Yes
Abbate
Yes
Clark
Yes
Frontus
Yes
Lalor
Yes
Paulin
Yes
Sillitti
Yes
Abinanti
Yes
Colton
Yes
Galef
Yes
Lavine
Yes
Peoples-Stokes
Yes
Simon
Yes
Anderson
Yes
Conrad
Yes
Gallagher
Yes
Lawler
Yes
Perry
Yes
Simpson
Yes
Angelino
Yes
Cook
Yes
Gallahan
Yes
Lemondes
Yes
Pheffer Amato
Yes
Smith
Yes
Ashby
Yes
Cruz
Yes
Gandolfo
Yes
Lunsford
Yes
Pichardo
Yes
Smullen
Yes
Aubry
Yes
Cusick
Yes
Giglio JA
Yes
Lupardo
Yes
Pretlow
Yes
Solages
Yes
Barclay
Yes
Cymbrowitz
Yes
Giglio JM
Yes
Magnarelli
Yes
Quart
Yes
Steck
Yes
Barnwell
Yes
Darling
Yes
Glick
Yes
Mamdani
Yes
Ra
Yes
Stern
Yes
Barrett
Yes
Davila
Yes
Gonzalez-Rojas
Yes
Manktelow
Yes
Rajkumar
Yes
Stirpe
Yes
Barron
Yes
De La Rosa
Yes
Goodell
Yes
McDonald
Yes
Ramos
Yes
Tague
Yes
Benedetto
Yes
DeStefano
Yes
Gottfried
Yes
McDonough
Yes
Reilly
Yes
Tannousis
Yes
Bichotte Hermel
Yes
Dickens
Yes
Griffin
Yes
McMahon
Yes
Reyes
Yes
Taylor
Yes
Blankenbush
Yes
Dilan
Yes
Gunther
Yes
Meeks
Yes
Richardson
Yes
Thiele
Yes
Brabenec
Yes
Dinowitz
Yes
Hawley
Yes
Mikulin
Yes
Rivera J
Yes
Vanel
Yes
Braunstein
Yes
DiPietro
Yes
Hevesi
ER
Miller B
Yes
Rivera JD
Yes
Walczyk
Yes
Bronson
Yes
Durso
Yes
Hunter
Yes
Miller M
Yes
Rodriguez
Yes
Walker
Yes
Brown
Yes
Eichenstein
Yes
Hyndman
Yes
Mitaynes
Yes
Rosenthal D
Yes
Wallace
Yes
Burdick
Yes
Englebright
Yes
Jackson
Yes
Montesano
Yes
Rosenthal L
Yes
Walsh
Yes
Burgos
Yes
Epstein
Yes
Jacobson
Yes
Morinello
Yes
Rozic
Yes
Weinstein
Yes
Burke
Yes
Fahy
Yes
Jean-Pierre
Yes
Niou
Yes
Salka
Yes
Weprin
Yes
Buttenschon
Yes
Fall
Yes
Jensen
Yes
Nolan
Yes
Santabarbara
Yes
Williams
Yes
Byrne
Yes
Fernandez
Yes
Jones
Yes
Norris
Yes
Sayegh
Yes
Woerner
Yes
Byrnes
Yes
Fitzpatrick
Yes
Joyner
Yes
O'Donnell
Yes
Schmitt
Yes
Zebrowski
Yes
Cahill
Yes
Forrest
Yes
Kelles
Yes
Otis
Yes
Seawright
Yes
Zinerman
Yes
Carroll
Yes
Friend
Yes
Kim
Yes
Palmesano
Yes
Septimo
Yes
Mr. Speaker

‡ Indicates voting via videoconference
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A00213 Memo:

NEW YORK STATE ASSEMBLY
MEMORANDUM IN SUPPORT OF LEGISLATION
submitted in accordance with Assembly Rule III, Sec 1(f)
 
BILL NUMBER: A213
 
SPONSOR: Paulin
  TITLE OF BILL: An act to amend the not-for-profit corporation law, in relation to voting requirements of the board of certain corporations   PURPOSE OR GENERAL IDEA OF BILL: To require a two-thirds majority vote of the directors present at the time of the vote, if a quorum is present at that time, for a proposed merger, consolidation, or dissolution of the corporation.   SUMMARY OF SPECIFIC PROVISIONS: Section one of the bill amends the opening paragraph of paragraph a of section 902 of the not-for-profit corporation law to require that the board of a corporation proposing to participate in a merger or consol- idation shall adopt, by a vote of two-thirds of the directors present at the time of the vote, if a quorum is present at that time, or by a vote of the number of directors required under the certificate of incorpo- ration, by-laws, this chapter, and any other applicable law, a plan of merger or consolidation. Section two amends subparagraph 1 of paragraph a of section 1002 of the not-for-profit corporation law to require a vote by two-thirds of the directors present at the time of the vote, if a quorum is present at that time, in order to dissolve the corporation. Section three provides the effective date.   JUSTIFICATION: This bill will amend the Not-for-Profit Corporation Law (NPCL) in relation to corporate consolidation, merger or dissolution. Currently, the NPCL allows boards to authorize such actions by a simple majority of a quorum of the board, whereas the law requires a higher standard for other corporate action. For example, to change the number of directors, the vote of a majority of the entire board is required; to elect an officer or to purchase or sell real property on behalf of the corpo- ration, a two-thirds majority vote of the entire board is needed. Since the decision to merge, consolidate, or dissolve is arguably the most important decision that a corporation can make, this bill will amend the NPCL to require a vote in favor of such action by two-thirds of the directors present at the time of the vote, if a quorum is present at that time, or alternatively, by a vote of the number of directors required under the corporation's certificate of incorporation, its by-laws, this chapter, and any other applicable law.   PRIOR LEGISLATIVE HISTORY: 2020: A.222 Passed Assembly / S.7361 Referred to Corporation, Authori- ties and Commissions 2019: A.222 Passed Assembly / S.7361 Referred to Corporation, Authori- ties and Commissions 2018: Passed Assembly / S.8637A Referred to Corporations   FISCAL IMPLICATIONS: None.   EFFECTIVE DATE: On the ninetieth day after it shall have become a law.
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A00213 Text:



 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                           213
 
                               2021-2022 Regular Sessions
 
                   IN ASSEMBLY
 
                                       (Prefiled)
 
                                     January 6, 2021
                                       ___________
 
        Introduced  by  M. of A. PAULIN, GALEF, ABINANTI, OTIS, JACOBSON -- read
          once and referred 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 directors present at the time of
     6  the vote, if a quorum is present at that time,  or  by  a  vote  of  the
     7  number  of  directors  required  under the certificate of incorporation,
     8  by-laws, this chapter and any other applicable law, a plan of merger  or
     9  consolidation, setting forth:
    10    §  2.  Subparagraph 1 of paragraph (a) of section 1002 of the not-for-
    11  profit corporation law, as amended by chapter 549 of the laws  of  2013,
    12  is amended to read as follows:
    13    (1) In the case of a vote by the board of directors: (i) the number of
    14  directors required under the certificate of incorporation, by-laws, this
    15  chapter and any other applicable law; [or]
    16    (ii) two-thirds of the directors present at the time of the vote, if a
    17  quorum is present at that time; or
    18    (iii)  if  the  number of directors actually holding office as such at
    19  the time of the vote to adopt the plan is less than the number  required
    20  to  constitute  a  quorum of directors under the certificate of incorpo-
    21  ration, the by-laws, this chapter  or  any  other  applicable  law,  the
    22  remaining directors unanimously;
    23    §  3.  This  act shall take effect on the ninetieth day after it shall
    24  have become a law.

         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD01795-01-1
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A00213 LFIN:

 NO LFIN
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