N.Y. Business Corporation Law § 610: Selection of inspectors at shareholders' meetings

§ 610. Selection of inspectors at shareholders' meetings.

(a) The board of directors shall appoint one or more inspectors to act

at the meeting or any adjournment thereof and make a written report

thereof. The board of directors may designate one or more persons as

alternate inspectors to replace any inspector who fails to act. If no

inspector or alternate has been appointed, or if such persons are unable

to act at a meeting of shareholders, the person presiding at the meeting

shall appoint one or more inspectors to act at the meeting. Each

inspector, before entering upon the discharge of his duties, shall take

and sign an oath faithfully to execute the duties of inspector at such

meeting with strict impartiality and according to the best of his

ability.

(b) Unless otherwise provided in the certificate of incorporation or

by-laws, paragraph (a) of this section shall not apply to a corporation

that does not have a class of voting stock that is listed on a national

securities exchange or authorized for quotation on an interdealer

quotation system of a registered national securities association.

Notwithstanding the foregoing, any corporation may take the actions set

forth in paragraph (a) of this section.