NRAI Compliance Updates

NRAI Compliance Updates - August, 2005

Hello All,

It has been a very slow month. There was an interesting bill passed in Illinois that is listed below.

Things should start to speed up again in September and October. In the meantime, enjoy the remaining days of summer.

Robert K. Rowell
General Counsel

New, Pending and Passed Legislation

Alabama

SB 4

Under existing law, articles of organization of a limited liability company are filed with the probate judge of the county in which the initial registered office of the limited liability company is located. This bill would provide that the fee for filing with the probate judge would be $10.

Full Text:

“Under existing law, articles of organization of a limited liability company are filed with the probate judge of the county in which the initial registered office of the limited liability company is located. This bill would provide that the fee for filing with the probate judge would be $10.

A BILL TO BE ENTITLED AN ACT

To amend Section 10-12-9, Code of Alabama 1975, relating to filing of an article of organization of a limited liability company with the probate judge, to provide that the fee would be $10.

BE IT ENACTED BY THE LEGISLATURE OF ALABAMA:
Section 1. Section 10-12-9, Code of Alabama 1975, is amended to read as follows: "§10-12-9.”

Current Bill Status: Introduced July 19, 2005.

SB 31

Under existing law, shares of a corporation may be voted by a shareholder in person or by proxy appointed by signing an appointment either personally or by the shareholder's attorney-in-fact. This bill would amend Section 10-2B-1.40, Code of Alabama 1975, to define electronic transmission for purposes of the Alabama Business Corporation Act. This bill would also amend Section shareholders to appoint proxies electronically, including by submission through the internet. Also, under existing law, if the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. This bill would amend Section 10-2B-7.24, Code of Alabama 1975, to allow corporations to accept votes electronically, including by submission through the internet.

Full Text available at: http://alisdb.legislature.state.al.us/acas/ACASLogin.asp and search for SB31

Current Bill Status: July 26, 2005 indefinitely postponed.

Delaware

Current issue (August 1, 2005) of Delaware Register of Regulations available at:
http://regulations.delaware.gov/documents/August2005.pdf

Illinois

SB 533

Amends the Business Corporation Act of 1983. Provides that unless otherwise provided in the articles of incorporation, a shareholder who executes and delivers to the corporation a written instrument irrevocably waiving the right (i) to vote any shares held by such shareholder, whether for the election of directors or otherwise, (ii) to be a director or officer of the corporation, and (iii) in any other manner to control, directly or indirectly, corporate actions or the election or removal of any director or officer of the corporation, and who at the time of such waiver is not a director or officer of the corporation, shall have no fiduciary duty to the corporation or any of its shareholders arising out of the fact that such person is a shareholder of the corporation. Provides that the corporation shall give prompt notice of such waiver to the remaining shareholders, except that no such notice need be given by a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. Effective July 1, 2005.

Full Text available at: http://www.ilga.gov/legislation/publicacts/fulltext.asp?Name=094-0394

Current Bill Status: Approved August 1, 2005 as Public Act 94-394

Missouri

HB 678

This bill allows a corporation, through its articles of incorporation or bylaws, to specify that classes or series of its stock will be uncertificated shares. Every holder of uncertificated shares is entitled to receive a statement of holdings as evidence of share ownership. Corporations must, upon request, furnish to holders of uncertificated shares information regarding the voting powers, designations, and preferences, as well as relative, participating, optional, or other special rights of each class of stock.

Full Text available at: http://www.house.state.mo.us/bills051/biltxt/truly/HB0678T.HTM

Current Bill Status: Approved by Governor July 12, 2005, effective date August 28, 2005

New York

HB 1794

Requires that education corporations obtain the consent of the board of regents in order to operate under an assumed name and that education corporations operating under an assumed name file a copy of their assumed name certificate with the state education department; restricts the use of certain terms in corporate names that connote an educational purpose and prohibits persons or corporations who are not authorized to do so by the legislature or board of regents from holding themselves out as "museums" or "arboretums" or other similar cultural institutions.

Full Text available at: http://assembly.state.ny.us/leg/?bn=A01794&sh=t

Current Bill Status: July 26, 2005 signed by Governor

Previous issues of the NRAI Newsletter may be found at: http://secure.nrai.com/dynamic_frame.asp?page=research

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