Federal Legislation
HB 3586
To amend the Internal Revenue Code of 1986 to expand the availability of employee stock ownership plans in S corporations, and for other purposes.
Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:h3586ih.txt.pdf
Current Bill Status: September 16, 2009, referred to the Committee on Ways and Means, and in addition to the Committee on Education and Labor, for a period to be subsequently determined by the Speaker, in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned.
SB 1656
A bill to amend the Internal Revenue Code of 1986 to provide for the treatment of S corporations for purposes of election of the alternative tax on qualifying shipping activities, and for other purposes.
Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:s1656is.txt.pdf
Current Bill Status: September 9, 2009, read twice and referred to the Committee on Finance.
SB 1691
A bill to comprehensively regulate derivatives markets to increase transparency and reduce risks in the financial system.
Full Text available at: http://frwebgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=111_cong_bills&docid=f:s1691is.txt.pdf
Current Bill Status: September 22, 2009, read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
California
HB 11
Corporate reorganization: built-in losses. An act to add Section 24458 to the Revenue and Taxation Code, relating to taxation, and declaring the urgency thereof, to take effect immediately.
Full Text available at: http://www.leginfo.ca.gov/pub/09-10/bill/asm/ab_0001-0050/ab_11_bill_20091011_chaptered.html
Current Bill Status: October 11, 2009, chaptered by Secretary of State - Chapter 401, Statutes of 2009 with immediate effect.
District of Columbia
LB 439
Reinstated Nonprofit Corporation Contract Ratification Emergency Amendment Act of 2009.
To amend, on an emergency basis, the District of Columbia Nonprofit Corporation Act to provide that if a nonprofit corporation whose articles of incorporation have been revoked has been reinstated, contracts or leases entered into by the nonprofit corporation and the District government during the period of revocation shall be ratified.
Full Text:
ENROLLED ORIGINAL
AN ACT IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
To amend, on an emergency basis, the District of Columbia Nonprofit Corporation Act to
provide that if a nonprofit corporation whose articles of incorporation have been
revoked has been reinstated, contracts or leases entered into by the nonprofit corporation
and the District government during the period of revocation shall be ratified.
BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
act may be cited as the "Reinstated Nonprofit Corporation Contract Ratification Emergency Amendment Act of 2009 ".
Sec. 2. Section 90 of the District of Columbia Nonprofit Corporation Act, approved August 6, 1962 (76 Stat. 300; D.C. Official Code § 29-301.90), is amended by adding a new subsection (b-1) to read as follows:
"(b-1)(1) If the corporation is reinstated pursuant to subsection (a) or (b) of this subsection, any contract or lease entered into by the corporation and the District government during the period of revocation shall be ratified and have the same force and effect as if the proclamation of revocation had not been issued.
"(2) This subsection shall apply as of January 1, 2006."
Current Bill Status: Adopted October 8, 2009
Florida
SB 332
Regarding Debt Negotiation Services. Providing that an attorney providing legal representation is exempt from debt negotiation organization requirements. Requires a debt negotiation organization to annually register with the OFR. Requires an annual fee. Specifies acts prohibited by a debt negotiation organization. Provides insurance requirements for such an organization. Provides requirements for debt negotiation service contracts, etc.
Full Text available at: http://www.flsenate.gov/cgi-bin/view_page.pl?Tab=session&Submenu=1&FT=D&File=sb0332.html&Directory=session/2010/Senate/bills/billtext/html/
Current Bill Status: Filed October 6, 2009.
Illinois
HB 1336
Amends the Limited Liability Corporation Act. Provides that in a manager-managed company a member is held to specified standards of conduct to the extent that the member exercises the managerial authority vested in a manager by this Act (rather than a member who pursuant to the operating agreement exercises some or all of the authority of a manager in the management and conduct of the company's business is held to specified standards of conduct to the extent that the member exercises the managerial authority vested in a manager by this Act).
Full Text available at: http://www.ilga.gov/legislation/publicacts/96/PDF/096-0263.pdf
Current Bill Status: August 11, 2009, approved as Public Act 96-0263.
HB 2335
Amends the Limited Liability Company Act. Provides that a limited liability company shall not open, operate, or maintain an establishment for any of the purposes for which a limited liability company may be organized under the Act without a certificate of registration from the Department of Financial and Professional Regulation authorized by law to license individuals to engage in the profession or related professions concerned, for the professions of dentistry or medicine or in any licensing Act administered by the Department in which any licensee intending to incorporate is limited to incorporating as a professional corporation. Establishes procedures and fees for obtaining certificates of registration. Provides that a certificate of registration shall not be assignable. Effective immediately.
Full Text available at: http://www.ilga.gov/legislation/96/HB/PDF/09600HB2335lv.pdf
Current Bill Status: Approved August 25, 2009, as Public Act 96-0679.
SB 1285
Amends the General Not For Profit Corporation Act of 1986. Provides that voting members or their proxies, belonging to a not-for-profit corporation, may conduct elections for directors, officers, or representatives by mail, email, or other electronic means if the corporation's bylaws so provide (instead of conducting elections for directors and officers exclusively by first-class mail only).
Full Text available at: http://www.ilga.gov/legislation/96/SB/PDF/09600SB1285lv.pdf
Current Bill Status: Approved August 24, 2009, as Public Act 96-0648.
SB 1390
Amends the General Not For Profit Corporation Act of 1986. Provides that notices may be delivered by electronic means to an e-mail address, facsimile number, or other appropriate contact (instead of the address) listed on the corporate records. Provides for informal action by voting membership by mail, e-mail, or other electronic means (instead of a written consent by all members entitled to vote) and notice of the informal action must be delivered at least 5 days before the effective date to members who did not vote (instead of a written consent signed by less than all voters is only effective if notice of the proposed action is delivered 5 days before the effective date of the action and if, after the effective date of the consent, prompt written notice of the action is delivered to those who did not give written consent). Provides that writings by directors or members include electronic communications unless prohibited (instead of expressly permitted) by the corporation's bylaws or incorporation articles. Provides that a voting member or the member's agent may examine or copy the corporation's records for a proper purpose and that a disputed records request is decided in circuit court (instead of a member may inspect all books and records for a proper purpose at a reasonable time). Provides that a bylaws amendment eliminating a director position may shorten (instead of may not shorten) the terms of incumbent directors, if approved by those authorized to select the directors. Deletes provision that prohibits the removal, except for cause, of directors of different classes with non-uniform terms. Provides that a transaction between a corporation and a member, director, officer, or any entity in which such an individual has an interest, is not void or voidable solely for that reason if the material facts are disclosed and the board or members in good faith authorize the transaction by a majority vote or the transaction is fair at the time it is authorized (instead of if a transaction is fair to the corporation, the direct or indirect interest of a director is not grounds for invalidating the transaction). Provides that no director shall be liable unless the director earns more than $25,000 (instead of $5,000) per year as a director. Makes other changes.
Full Text available at: http://www.ilga.gov/legislation/96/SB/PDF/09600SB1390lv.pdf
Current Bill Status: Approved August 24, 2009, as Public Act 96-0649.
Michigan
HB 4683
AN ACT to amend 1962 PA 192, entitled "An act authorizing the creation of professional service corporations; providing definitions; providing exceptions; providing the manner and method of creating such corporations; providing for individual liability of officers, employees and agents of such corporations in certain instances; authorizing certain investments of corporate funds; regulating the issuance and transfer of capital stock; providing forfeiture of corporate franchise in certain instances; and requiring identification as a corporation," by amending section 8 (MCL 450.228), as amended by 1998 PA 48.
Full Text available at: http://www.legislature.mi.gov/documents/2009-2010/publicact/htm/2009-PA-0080.htm
Current Bill Status: August 31, 2009, approved as Public Act 80 of 2009.
SB 412
An ACT to amend 1982 PA 162, entitled "An act to revise, consolidate, and classify the laws relating to the organization and regulation of certain nonprofit corporations; to prescribe their duties, rights, powers, immunities, and liabilities; to provide for the authorization of foreign nonprofit corporations within this state; to impose certain duties on certain state departments; to prescribe fees; to prescribe penalties for violations of this act; and to repeal certain acts and parts of acts," by amending sections 124, 261, 501, and 541 (MCL 450.2124, 450.2261, 450.2501, and 450.2541), section 124 as amended by 2002 PA 33 and section 541 as amended by 1987 PA 170.
Full Text available at: http://www.legislature.mi.gov/documents/2009-2010/publicact/htm/2009-PA-0088.htm
Current Bill Status: September 10, 2009, approved as Public Act 88 of 2009.
SB 706
AN ACT to amend 1980 PA 307, entitled "An act to revise and codify the laws relating to savings and loan associations; to provide for the incorporation, regulation, supervision, and internal administration of associations; to prescribe the rights, powers, and immunities of associations; to provide for voluntary and involuntary changes in the corporate structure of associations; to prescribe the powers, rights, and duties of certain state agencies in relation to associations; to require certain reports and examinations of associations; to prescribe remedies and penalties for violations of this act; and to repeal certain acts and parts of acts," by amending section 515 (MCL 491.515), as added by 1987 PA 106.
Full Text available at http://www.legislature.mi.gov/documents/2009-2010/publicact/htm/2009-PA-0095.htm
Current Bill Status: September 24, 2009, approved as Public Act 95 of 2009.
New York
AB 9131
AN ACT to amend the religious corporations law and the executive law, in relation to setting the fee to 50 dollars for filing and recording articles of incorporation for churches.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A09131&sh=t
Current Bill Status: September 4, 2009, referred to Corporations, Authorities and Commissions Committee.
AB 9099
Expands the definition of banking entities authorized for the deposit of temporary investments funds.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A09099&sh=t
Current Bill Status: August 17, 2009, referred to Local Governments Committee.
