N.Y. Business Corporation Law § 604: Fixing record date

§ 604. Fixing record date.

(a) For the purpose of determining the shareholders entitled to notice

of or to vote at any meeting of shareholders or any adjournment thereof,

or to express consent to or dissent from any proposal without a meeting,

or for the purpose of determining shareholders entitled to receive

payment of any dividend or the allotment of any rights, or for the

purpose of any other action, the by-laws may provide for fixing or, in

the absence of such provision, the board may fix, in advance, a date as

the record date for any such determination of shareholders. Such date

shall not be more than sixty nor less than ten days before the date of

such meeting, nor more than sixty days prior to any other action.

(b) If no record date is fixed:

(1) The record date for the determination of shareholders entitled to

notice of or to vote at a meeting of shareholders shall be at the close

of business on the day next preceding the day on which notice is given,

or, if no notice is given, the day on which the meeting is held.

(2) The record date for determining shareholders for any purpose other

than that specified in subparagraph (1) shall be at the close of

business on the day on which the resolution of the board relating

thereto is adopted.

(c) When a determination of shareholders of record entitled to notice

of or to vote at any meeting of shareholders has been made as provided

in this section, such determination shall apply to any adjournment

thereof, unless the board fixes a new record date under this section for

the adjourned meeting.