N.Y. Banking Law § 6009: Proxies

§ 6009. Proxies. 1. Every stockholder entitled to vote at a meeting of

stockholders or to express consent or dissent without a meeting may

authorize another person or persons to act for him by proxy.

2. Every proxy must be signed by the stockholder or his

attorney-in-fact. No proxy shall be valid after the expiration of eleven

months from the date thereof unless otherwise provided in the proxy.

Every proxy shall be revocable at the pleasure of the stockholder

executing it, except as otherwise provided in this section.

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

by the incompetence or death of the stockholder 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

corporate officer responsible for maintaining the list of stockholders.

4. Except when other provision shall have been made by written

agreement between the parties, the record holder of shares which are

held by a pledgee as security or which belong to another, upon demand

therefor and payment of necessary expenses thereof, shall issue to the

pledgor or to such owner of such shares a proxy to vote or take other

action thereon.

5. A stockholder shall not sell his vote or issue a proxy to vote to

any person for any sum of money or anything of value, except as

authorized in this section and section six thousand twenty.

6. A proxy which is entitled "irrevocable proxy" and which states that

it is irrevocable, is irrevocable when it is held by any of the

following or a nominee of any of the following:

(a) A pledgee;

(b) A person who has purchased or agreed to purchase the shares.

7. Notwithstanding a provision in a proxy, stating that it is

irrevocable, the proxy becomes revocable after the pledge is redeemed.

This paragraph does not affect the duration of a proxy under subdivision

two.

8. A proxy may be revoked, notwithstanding a provision making it

irrevocable, by a purchaser of shares without knowledge of the existence

of the provision unless the existence of the proxy and its

irrevocability is noted conspicuously on the face or back of the

certificate representing such shares.

9. No director, officer, clerk, teller or bookkeeper of a corporation

shall act as proxy at any meeting of such corporation.