N.Y. Business Corporation Law § 609: Proxies

§ 609. Proxies.

(a) Every shareholder entitled to vote at a meeting of shareholders or

to express consent or dissent without a meeting may authorize another

person or persons to act for him by proxy.

(b) 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 shareholder executing it,

except as otherwise provided in this section.

(c) The authority of the holder of a proxy to act shall not be revoked

by the incompetence or death of the shareholder 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 shareholders.

(d) Except when other provision shall have been made by written

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

holds as pledgee or otherwise as security or which belong to another,

shall issue to the pledgor or to such owner of such shares, upon demand

therefor and payment of necessary expenses thereof, a proxy to vote or

take other action thereon.

(e) A shareholder 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 620 (Agreements as to voting;

provision in certificate of incorporation as to control of directors);

provided, however, that this paragraph shall not apply to votes, proxies

or consents given by holders of preferred shares in connection with a

proxy or consent solicitation made available on identical terms to all

holders of shares of the same class or series and remaining open for

acceptance for at least twenty business days.

(f) 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:

(1) A pledgee;

(2) A person who has purchased or agreed to purchase the shares;

(3) A creditor or creditors of the corporation who extend or continue

credit to the corporation in consideration of the proxy if the proxy

states that it was given in consideration of such extension or

continuation of credit, the amount thereof, and the name of the person

extending or continuing credit;

(4) A person who has contracted to perform services as an officer of

the corporation, if a proxy is required by the contract of employment,

if the proxy states that it was given in consideration of such contract

of employment, the name of the employee and the period of employment

contracted for;

(5) A person designated by or under an agreement under paragraph (a)

of section 620.

(g) Notwithstanding a provision in a proxy, stating that it is

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

or the debt of the corporation is paid, or the period of employment

provided for in the contract of employment has terminated, or the

agreement under paragraph (a) of section 620 has terminated; and, in a

case provided for in subparagraphs (f) (3) or (4), becomes revocable

three years after the date of the proxy or at the end of the period, if

any, specified therein, whichever period is less, unless the period of

irrevocability is renewed from time to time by the execution of a new

irrevocable proxy as provided in this section. This paragraph does not

affect the duration of a proxy under paragraph (b).

(h) 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.

(i) Without limiting the manner in which a shareholder may authorize

another person or persons to act for him as proxy pursuant to paragraph

(a) of this section, the following shall constitute a valid means by

which a shareholder may grant such authority.

(1) A shareholder may execute a writing authorizing another person or

persons to act from him as proxy. Execution may be accomplished by the

shareholder or the shareholder's authorized officer, director, employee

or agent signing such writing or causing his or her signature to be

affixed to such writing by any reasonable means including, but not

limited to, by facsimile signature.

(2) A shareholder may authorize another person or persons to act for

the shareholder as proxy by transmitting or authorizing the transmission

of a telegram, cablegram or other means of electronic transmission to

the person who will be the holder of the proxy or to a proxy

solicitation firm, proxy support service organization or like agent duly

authorized by the person who will be the holder of the proxy to receive

such transmission, provided that any such telegram, cablegram or other

means of electronic transmission must either set forth or be submitted

with information from which it can be reasonably determined that the

telegram, cablegram or other electronic transmission was authorized by

the shareholder. If it is determined that such telegrams, cablegrams or

other electronic transmissions are valid, the inspectors or, if there

are no inspectors, such other persons making that determination shall

specify the nature of the information upon which they relied.

(j) Any copy, facsimile telecommunication or other reliable

reproduction of the writing or transmission created pursuant to

paragraph (i) of this section may be substituted or used in lieu of the

original writing or transmission for any and all purposes for which the

original writing or transmission could be used, provided that such copy,

facsimile telecommunication or other reproduction shall be a complete

reproduction of the entire original writing or transmission.