Quorum and voting legal requirements for New York business corporations.

Jul 14, 2021

Law Offices of John Kiritsis, Esq.Phone: 212-922-0005 

By: John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

 

A look at the New York BCL (Business Corporation Law), would often be essential with regards to corporate governance legal issues involving New York business corporations.  Although, business corporation laws and regulations are always changing in New York, it may be worth noting, that this may be a particular topical area of the law subject to massive changes.

 

A majority of the entire board constitutes a quorum for the transaction of business, except that the certificate of incorporation or the by-laws may fix the quorum at less than a majority but not less than one-third per Section 707 of the BCL, and the certificate of incorporation may fix the quorum at more than a majority for the transaction of all, or any specified item of, business (See Section 709 of the BCL). Board action requires the majority vote of the directors present at the time of the vote provided a quorum is present as per Section 708 of the BCL, except that the certificate of incorporation may provide that a greater proportion of votes shall be necessary for the transaction of all, or any specified item of, business (See Section 709 of the BCL). Unless otherwise restricted by the certificate of incorporation or the by-laws, directors may participate in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and such participation constitutes presence at the meeting (See Section 708 of the BCL).

 

As with other topical corporation law areas -- this is another area, where New York corporate laws, may differ somewhat substantially, from their Delaware counterpart laws and regulations.

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