N.Y. Business Corporation Law § 605: Notice of meetings of shareholders

§ 605. Notice of meetings of shareholders.

(a) Whenever under the provisions of this chapter shareholders are

required or permitted to take any action at a meeting, notice shall be

given stating the place, date and hour of the meeting, the means of

electronic communications, if any, by which shareholders and

proxyholders may participate in the proceedings of the meeting and vote

or grant proxies at such meeting and, unless it is the annual meeting,

indicating 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. Notice of

any meeting of shareholders may be written or electronic. If, at any

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

shareholders fulfilling the requirements of section 623 (Procedure to

enforce shareholder's right to receive payment for shares) to receive

payment for their shares, the notice of such meeting shall include a

statement of that purpose and to that effect and shall be accompanied by

a copy of section 623 or an outline of its material terms. Notice of any

meeting shall be given not fewer than ten nor more than sixty days

before the date of the meeting, provided, however, that such notice may

be given by third class mail not fewer than twenty-four nor more than

sixty days before the date of the meeting, to each shareholder 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

shareholder at the shareholder's address as it appears on the record of

shareholders, or, if the shareholder shall have filed with the secretary

of the corporation a request that notices to the shareholder be mailed

to some other address, then directed to him at such other address. If

transmitted electronically, such notice is given when directed to the

shareholder's electronic mail address as supplied by the shareholder to

the secretary of the corporation or as otherwise directed pursuant to

the shareholder's authorization or instructions. An affidavit of the

secretary or other person giving the notice or of a 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.

(b) 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 and the means of electronic communications, if any, by which

shareholders and proxyholders may participate in the proceedings of the

meeting and/or vote or grant proxies at the meeting 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 shareholder of record on the

new record date entitled to notice under paragraph (a).

(c) Nothing required in paragraphs (a) and (b) of this section shall

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