N.Y. Banking Law § 6003: Special meeting for election of directors

§ 6003. Special meeting for election of directors. 1. If, for a period

of one month after the date fixed by or under section six thousand two

or the by-laws for the annual meeting of stockholders, or if no date has

been so fixed, for a period of thirteen months after the formation of

the corporation or the last annual meeting, there is a failure to elect

a sufficient number of directors to conduct the business of the

corporation, the board shall call a special meeting for the election of

directors. If such special meeting is not called by the board within two

weeks after the expiration of such period or if it is so called but

there is a failure to elect such directors for a period of two months

after the expiration of such period, holders of ten percent of the

shares entitled to vote in an election of directors may, in writing,

demand the call of a special meeting for the election of directors

specifying the date and month thereof, which shall not be less than two

nor more than three months from the date of such call. The secretary of

the corporation upon receiving the written demand shall promptly give

notice of such meeting, or if he fails to do so within five business

days thereafter, any stockholder signing such demand may give such

notice. The meeting shall be held at the place fixed in the by-laws or,

if not so fixed, at the office of the corporation.

2. At any such special meeting called on demand of stockholders,

notwithstanding section six thousand eight, the stockholders attending,

in person or by proxy, and entitled to vote in an election of directors

shall constitute a quorum for the purpose of electing directors, but not

for the transaction of any other business.