N.Y. Business Corporation Law § 602: Meetings of shareholders

§ 602. Meetings of shareholders.

* (a) Meetings of shareholders may be held at such place, within or

without this state, as may be fixed by or under the by-laws, or if not

so fixed, as determined by the board of directors. For the duration of

the state disaster emergency declared by executive order two hundred two

that began on March seventh, two thousand twenty, or until December

thirty-first, two thousand twenty-one, whichever is later, if, pursuant

to this paragraph or the by-laws of the corporation, the board of

directors is authorized to determine the place of a meeting of

shareholders, the board of directors may, in its sole discretion,

determine that the meeting be held solely by means of electronic

communication, the platform/service of which shall be the place of the

meeting for purpose of this article.

* NB Separately amended; cannot be put together

* (a) Meetings of shareholders may be held at such place, within or

without this state, as may be fixed by or under the by-laws, or if not

so fixed, as determined by the board of directors. If, pursuant to this

paragraph or the by-laws of the corporation, the board of directors is

authorized to determine the place of a meeting of shareholders, the

board of directors may, in its sole discretion, determine that the

meeting be held solely by means of electronic communication, the

platform/service of which shall be the place of the meeting for purpose

of this article.

* NB Separately amended; cannot be put together

(b) (i) A corporation may, if authorized by the board of directors:

(1) implement reasonable measures to provide shareholders not physically

present at a shareholders' meeting a reasonable opportunity to

participate in the proceedings of the meeting substantially concurrently

with such proceedings; and/or (2) provide reasonable measures to enable

shareholders to vote or grant proxies with respect to matters submitted

to the shareholders at a shareholders' meeting by means of electronic

communication; provided that the corporation shall, if applicable, (A)

implement reasonable measures to verify that each person deemed present

and permitted to vote at the meeting by means of electronic

communication is a shareholder of record and (B) keep a record of any

vote or other action taken by a shareholder participating and voting by

means of electronic communications at a shareholders' meeting. A

shareholder participating in a shareholders' meeting by this means is

deemed to be present in person at the meeting.

(ii) Nothing required in subparagraph (i) of this paragraph shall

limit, restrict or supersede other forms of voting and participation.

(iii) For purposes of this paragraph, "reasonable measures" with

respect to participating in proceedings shall include, but not be

limited to, audio webcast or other broadcast of the meeting and for

voting shall include but not be limited to telephonic and internet

voting.

(c) A meeting of shareholders shall be held annually for the election

of directors and the transaction of other business on a date fixed by or

under the by-laws. A failure to hold the annual meeting on the date so

fixed or to elect a sufficient number of directors to conduct the

business of the corporation shall not work a forfeiture or give cause

for dissolution of the corporation, except as provided in paragraph (c)

of section 1104 (Petition in case of deadlock among directors or

shareholders).

(d) Special meetings of the shareholders may be called by the board

and by such person or persons as may be so authorized by the certificate

of incorporation or the by-laws. At any such special meeting only such

business may be transacted which is related to the purpose or purposes

set forth in the notice required by section 605 (Notice of meetings of

shareholders).

(e) Except as otherwise required by this chapter, the by-laws may

designate reasonable procedures for the calling and conduct of a meeting

of shareholders, including but not limited to specifying: (i) who may

call and who may conduct the meeting, (ii) the means by which the order

of business to be conducted shall be established, (iii) the procedures

and requirements for the nomination of directors, (iv) the procedures

with respect to the making of shareholder proposals, and (v) the

procedures to be established for the adjournment of any meeting of

shareholders. No amendment of the by-laws pertaining to the election of

directors or the procedures for the calling and conduct of a meeting of

shareholders shall affect the election of directors or the procedures

for the calling or conduct in respect of any meeting of shareholders

unless adequate notice thereof is given to the shareholders in a manner

reasonably calculated to provide shareholders with sufficient time to

respond thereto prior to such meeting.