N.Y. Business Corporation Law § 611: Duties of inspectors at shareholders' meetings

§ 611. Duties of inspectors at shareholders' meetings.

(a) The inspectors shall determine the number of shares outstanding

and the voting power of each, the shares represented at the meeting, the

existence of a quorum, the validity and effect of proxies, and shall

receive votes, ballots or consents, hear and determine all challenges

and questions arising in connection with the right to vote, count and

tabulate all votes, ballots or consents, determine the result, and do

such acts as are proper to conduct the election or vote with fairness to

all shareholders. On request of the person presiding at the meeting or

any shareholder entitled to vote thereat, the inspectors shall make a

report in writing of any challenge, question or matter determined by

them and execute a certificate of any fact found by them. Any report or

certificate made by them shall be prima facie evidence of the facts

stated and of the vote as certified by them.

(b) In determining the validity and counting of proxies, ballots and

consents, the inspectors shall be limited to an examination of the

proxies, any envelopes submitted with those proxies and consents, any

information provided in accordance with section 609 (Proxies), ballots

and the regular books and records of the corporation, except that the

inspectors may consider other reliable information for the limited

purpose of reconciling proxies, ballots and consents submitted by or on

behalf of banks, brokers, their nominees or similar persons which

represent more votes than the holder of a proxy is authorized by the

record owner to cast or more votes than the stockholder holds of record.

If the inspectors consider other reliable information for the limited

purpose permitted herein, the inspectors at the time they make their

certification pursuant to paragraph (a) of this section shall specify

the precise information considered by them including the person or

persons from whom they obtained the information, when the information

was obtained, the means by which the information was obtained and the

basis for the inspectors' belief that such information is reliable.

(c) The date and time (which need not be a particular time of day) of

the opening and the closing of the polls for each matter upon which the

shareholders will vote at a meeting shall be announced by the person

presiding at the meeting at the beginning of the meeting and, if no date

and time is so announced, the polls shall close at the end of the

meeting, including any adjournment thereof. No ballot, proxies or

consents, nor any revocation thereof or changes thereto, shall be

accepted by the inspectors after the closing of polls in accordance with

section 605 (Notice of meetings of shareholders) unless the supreme

court at a special term held within the judicial district where the

office of the corporation is located upon application by a shareholder

shall determine otherwise.

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

by-laws, paragraphs (a) and (c) 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 paragraphs (a) and (c) of this section.