N.Y. Banking Law § 6005: Notice of meetings of stockholders

§ 6005. Notice of meetings of stockholders. 1. Whenever under the

provisions of this chapter stockholders are required or permitted to

take any action at a meeting, written notice shall state the place, date

and hour of the meeting and unless it is the annual meeting, indicate

that it is being issued by or at the direction of the person or persons

calling the meeting. Notice of a special meeting shall also state the

purpose or purposes for which the meeting is called. If, at any meeting,

action is proposed to be taken which would, if taken, entitle

stockholders fulfilling the requirements of section six thousand

twenty-two to receive payment for their shares, the notice of such

meeting shall include a statement of that purpose and to that effect. A

copy of the notice of any meeting shall be given, personally or by mail,

not less than ten nor more than fifty days before the date of the

meeting, to each stockholder entitled to vote at such meeting. If

mailed, such notice is given when deposited in the United States mail,

with postage thereon prepaid, directed to the stockholder at his address

as it appears on the record of stockholders, or, if he shall have filed

with the secretary of the corporation a written request that notices to

him be mailed to some other address, then directed to him at such other

address. An affidavit of the secretary or other persons giving the

notice or of the transfer agent of the corporation that the notice

required by this section has been given shall, in the absence of fraud,

be prima facie evidence of the facts therein stated.

2. When a meeting is adjourned to another time or place, it shall not

be necessary, unless the by-laws require otherwise, to give any notice

of the adjourned meeting if the time and place to which the meeting is

adjourned are announced at the meeting at which the adjournment is

taken, and at the adjourned meeting any business may be transacted that

might have been transacted on the original date of the meeting.

However, if after the adjournment the board fixes a new record date for

the adjourned meeting, a notice of the adjourned meeting shall be given

to each stockholder of record on the new record date entitled to notice

under subdivision one.

3. To the extent that any provision of this section conflicts with any

other provision of this chapter relating to a notice of a meeting of

stockholders, the latter shall prevail.