New York commonly permits corporations, and nonprofits to
conduct remote and virtual meetings. Remote meetings contingent on an association’s
articles of incorporation, charter, or bylaws. The New York Not-For-Profit
Corporation law governs non-profits regarding corporate structure and
procedure. If an association is a non-profit, as is the case with most New York
associations, it will be governed by the Act. The New York Business Corporation
law provides a legal framework relating to the formation and operation of New
York corporations. Most New York cooperative associations are organized under
the Business Corporation Law and must abide by its provisions. Contact your association’s attorney to see what your
community’s options are for virtual meetings based upon your governing
documents.
The Laws Of New York
Consolidated Laws Not-For-Profit Corporation Article 7: Directors And Officers
(a) Except as otherwise provided in
this chapter, any reference in this chapter to corporate action to be taken by
the board shall mean such action at a meeting of the board.
(b) Unless otherwise restricted by
the certificate of incorporation or the by-laws, any action required or
permitted to be taken by the board or any committee thereof may be taken
without a meeting if all members of the board or the committee consent to the
adoption of a resolution authorizing the action. Such consent may be written or
electronic. If written, the consent must be executed by the director by signing
such consent or causing his or her signature to be affixed to such consent by
any reasonable means including, but not limited to, facsimile signature. If
electronic, the transmission of the consent must be sent by electronic mail and
set forth, or be submitted with, information from which it can reasonably be
determined that the transmission was authorized by the director. The resolution
and the written consents thereto by the members of the board or committee shall
be filed with the minutes of the proceedings of the board or committee.
(c) Unless otherwise restricted by
the certificate of incorporation or the by-laws, any one or more members of the
board or of any committee thereof who is not physically present at a meeting of
the board or a committee may participate by means of a conference telephone or
similar communications equipment or by electronic video screen communication.
Participation by such means shall constitute presence in person at a meeting as
long as all persons participating in the meeting can hear each other at the
same time and each director can participate in all matters before the board,
including, without limitation, the ability to propose, object to, and vote upon
a specific action to be taken by the board or committee.
(d) Except as otherwise provided in
this chapter, the vote of a majority of the directors present at the time of
the vote, if a quorum is present at such time, shall be the act of the board.
Directors who are present at a meeting but not present at the time of a vote
due to a conflict of interest or related party transaction shall be determined
to be present at the time of the vote for purposes of this paragraph.
2019 New
York Laws BSC - Business Corporation Article 6 – Shareholders 602 - Meetings of
Shareholders.
(a) Meetings of shareholders may be
held at such place, within or without this state, as may be fixed by or under
the by-laws, or if not so fixed, at the office of the corporation in this
state.
(b) (i) A corporation may, if
authorized by the board of directors:
(1) implement reasonable measures
to provide shareholders not physically present at a shareholders' meeting a
reasonable opportunity to participate in the proceedings of the meeting substantially
concurrently with such proceedings; and/or
(2) provide reasonable measures to
enable shareholders to vote or grant proxies with respect to matters submitted
to the shareholders at a shareholders' meeting by means of electronic
communication; provided that the corporation shall, if applicable,
(A) implement reasonable measures
to verify that each person deemed present and permitted to vote at the meeting
by means of electronic communication is a shareholder of record and
(B) keep a record of any vote or
other action taken by a shareholder participating and voting by means of
electronic communications at a shareholders' meeting. A shareholder
participating in a shareholders' meeting by this means is deemed to be present
in person at the meeting.
(ii) Nothing required in
subparagraph (i) of this paragraph shall limit, restrict or supersede other
forms of voting and participation.
(iii) For purposes of this
paragraph, "reasonable measures" with respect to participating in
proceedings shall include, but not be limited to, audio webcast or other
broadcast of the meeting and for voting shall include but not be limited to
telephonic and internet voting.
(c) A meeting of shareholders shall
be held annually for the election of directors and the transaction of other
business on a date fixed by or under the by-laws. A failure to hold the annual
meeting on the date so fixed or to elect a sufficient number of directors to
conduct the business of
the corporation shall not work a
forfeiture or give cause for dissolution of the corporation, except as provided
in paragraph (c) of section 1104
(Petition in case of deadlock among directors or shareholders).
(d) Special meetings of the
shareholders may be called by the board and by such person or persons as may be
so authorized by the certificate of incorporation or the by-laws. At any such
special meeting only such business may be transacted which is related to the
purpose or purposes set forth in the notice required by section 605 (Notice of
meetings of shareholders).
(e) Except as otherwise required by
this chapter, the by-laws may designate reasonable procedures for the calling
and conduct of a meeting of shareholders, including but not limited to
specifying:
(i) who may call
and who may conduct the meeting,
(ii) the means by
which the order of business to be conducted shall be established,
(iii) the
procedures and requirements for the nomination of directors,
(iv) the
procedures with respect to the making of shareholder proposals, and
(v) the procedures to be
established for the adjournment of any meeting of shareholders. No amendment of
the by-laws pertaining to the election of directors or the procedures for the
calling and conduct of a meeting of
shareholders shall affect the election of directors or the procedures for the
calling or conduct in respect of any meeting of shareholders unless adequate
notice thereof is given to the shareholders in a manner reasonably calculated
to provide shareholders with sufficient time to respond thereto prior to such
meeting.
Universal Citation: NY Bus Corp L § 602 (2019)
The New York Supreme Court recently
ruled that under the COVID-19 emergency amendments to the New York
Not-for-Profit Corporation Law (N-PCL), a homeowners’ association board of
directors’ decision to not hold an in-person annual meeting, but instead use
measures including a telephonic meeting, mail-in voting for the election of new
directors and pre-meeting submission of proposed business, complied with HOA
bylaws and the N-PCL.