REMOTE CORPORATE MEETINGS ARE NOW A PERMANENT PART OF NEW YORK LAW
Temporary measures authorizing remote corporate meetings, introduced because of the Covid pandemic, are now permanent parts of the law in New York. On November 8, 2021, Governor Kathy Hochul signed legislation amending the Business Corporation Law (“BCL”), Not-for-Profit Corporation Law (“NPCL”), and Religious Corporations Law (“RCL”) in similar ways. These changes take effect immediately.
The BCL now allows the written consent of a member of a Board of Directors or corporate committee to be “submitted via electronic mail, text, or other secured platform for electronic communication, along with information from which it can be reasonably determined that the transmission was authorized by such member.” BCL Section 708(b).
Concerning meetings of shareholders, a Board of Directors may now determine to hold the meeting “solely by means of electronic communication, the platform/service of which shall be the place of meeting.” BCL Section 602(a).
Similarly, meetings of the members of a not-for-profit corporation can also be held partially or solely by electronic means. Where meetings are held solely by electronic means, the Board of Directors is required to implement reasonable measures to verify that the persons participating are bona fide members, that they have the opportunity to hear and be heard, and that records be made and maintained of voting and other actions taken at the meeting. NPCL Section 603(a).
Notices of meetings of the members of a not-for-profit corporation can be sent by electronic means, subject to several conditions. NPCL Section 605.
Finally, RCL Section 28 now permits a board of trustees to hold trustee meetings, corporate meetings, and meeting of congregants or members solely by electronic means.
Please contact us for further information about implementing these changes.
This is not intended to be legal advise. You should contact your attorney to discuss your specific situation.
Gary M. Schuster is Partner at the firm and practices business, non-profit, arts and entertainment law and marijuana licensing.
He can be reached at 845-764-9656 and by email.