N.Y. Banking Law § 466: Meetings of shareholders; voting

§ 466. Meetings of shareholders; voting. 1. At all meetings of

shareholders of every credit union each shareholder shall have one vote

irrespective of the number of shares which he holds; provided, however,

after a credit union has been in existence for a period of more than one

year, only a person who shall have been a shareholder of such credit

union for ninety days prior to the date of any such meeting shall be

entitled to vote. Every member entitled to vote at a meeting of members

of the credit union may authorize another person or persons to act for

him by proxy at such meeting or, if the bylaws so provide, may vote by

mail in accordance with the provisions of the bylaws. Every proxy must

be signed by the member or his attorney-in-fact. No proxy shall be

valid except for the meeting specified therein and adjournments thereof.

Every proxy shall be revocable at the pleasure of the member executing

it. The authority of the holder of a proxy to act shall not be revoked

by the incompetence or death of the member who executed the proxy

unless, before the authority is exercised, written notice of an

adjudication of such incompetence or of such death is received by the

officer of the credit union responsible for maintaining the list of

members. A shareholder may vote by proxy at a meeting called to vote

upon voluntary dissolution. The bylaws may prohibit or further limit

proxies for members and their duration. No officer, director,

supervisory committee member, credit committee member, loan officer,

clerk, teller or bookkeeper of the credit union shall act as such proxy.

No director, supervisory committee member, credit committee member, or

officer of a credit union shall be eligible to act as an inspector of an

election of directors, supervisory committee members and credit

committee members, at any meeting of members of the credit union.

2. Complete minutes of all shareholders' meetings shall be kept which

shall include a record of the exact number of members present together

with a count of votes cast for the election of all directors and

committee members.

3. Upon the petition of any shareholder aggrieved by an election, and

upon notice to the persons declared elected, the credit union and such

other persons as the court may direct, the supreme court at a special

term held within the judicial district where the office of the credit

union is located shall forthwith hear the proofs and allegations of the

parties, and confirm the election, order a new election or take such

other action as justice may require.