N.Y. Business Corporation Law § 603: Special meeting for election of directors

§ 603. Special meeting for election of directors.

(a) If, for a period of one month after the date fixed by or under the

by-laws for the annual meeting of shareholders, 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 votes

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 sixty nor more than ninety days from the date of such written

demand. 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 shareholder 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.

(b) At any such special meeting called on demand of shareholders,

notwithstanding section 608 (Quorum of shareholders), the shareholders

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.