N.Y. Business Corporation Law § 612: Qualification of voters

§ 612. Qualification of voters.

(a) Every shareholder of record shall be entitled at every meeting of

shareholders to one vote for every share standing in his name on the

record of shareholders, unless otherwise provided in the certificate of

incorporation.

(b) Treasury shares and shares held by another domestic or foreign

corporation of any type or kind, if a majority of the shares entitled to

vote in the election of directors of such other corporation is held by

the corporation, shall not be shares entitled to vote or to be counted

in determining the total number of outstanding shares.

(c) Shares held by an administrator, executor, guardian, conservator,

committee, or other fiduciary, except a trustee, may be voted by him,

either in person or by proxy, without transfer of such shares into his

name. Shares held by a trustee may be voted by him, either in person or

by proxy, only after the shares have been transferred into his name as

trustee or into the name of his nominee.

(d) Shares held by or under the control of a receiver may be voted by

him without the transfer thereof into his name if authority so to do is

contained in an order of the court by which such receiver was appointed.

(e) A shareholder whose shares are pledged shall be entitled to vote

such shares until the shares have been transferred into the name of the

pledgee, or a nominee of the pledgee.

(f) Redeemable shares which have been called for redemption shall not

be deemed to be outstanding shares for the purpose of voting or

determining the total number of shares entitled to vote on any matter on

and after the date on which written notice of redemption has been sent

to holders thereof and a sum sufficient to redeem such shares has been

deposited with a bank or trust company with irrevocable instruction and

authority to pay the redemption price to the holders of the shares upon

surrender of certificates therefor.

(g) Shares standing in the name of another domestic or foreign

corporation of any type or kind may be voted by such officer, agent or

proxy as the by-laws of such corporation may provide, or, in the absence

of such provision, as the board of such corporation may determine.

(h) If shares are registered on the record of shareholders of a

corporation in the name of two or more persons, whether fiduciaries,

members of a partnership, joint tenants, tenants in common, tenants by

the entirety or otherwise, or if two or more persons have the same

fiduciary relationship respecting the same shares, unless the secretary

of the corporation is given written notice to the contrary and is

furnished with a copy of the instrument or order appointing them or

creating the relationship wherein it is so provided, their acts with

respect to voting shall have the following effect:

(1) If only one votes, the vote shall be accepted by the corporation

as the vote of all;

(2) If more than one vote, the act of the majority so voting shall be

accepted by the corporation as the vote of all;

(3) If more than one vote, but the vote is equally divided on any

particular matter, the vote shall be accepted by the corporation as a

proportionate vote of the shares; unless the corporation has evidence,

on the record of shareholders or otherwise, that the shares are held in

a fiduciary capacity. Nothing in this paragraph shall alter any

requirement that the exercise of fiduciary powers be by act of a

majority, contained in any law applicable to such exercise of powers

(including section 10-10.7 of the estates, powers and trusts law);

(4) When shares as to which the vote is equally divided are registered

on the record of shareholders of a corporation in the name of, or have

passed by operation of law or by virtue of any deed of trust or other

instrument to two or more fiduciaries, any court having jurisdiction of

their accounts, upon petition by any of such fiduciaries or by any party

in interest, may direct the voting of such shares for the best interest

of the beneficiaries. This subparagraph shall not apply in any case

where the instrument or order of the court appointing fiduciaries shall

otherwise direct how such shares shall be voted; and

(5) If the instrument or order furnished to the secretary of a

corporation shows that a tenancy is held in unequal interests, a

majority or equal division for the purposes of this paragraph shall be a

majority or equal division in interest.

(i) Notwithstanding the foregoing paragraphs, a corporation shall be

protected in treating the persons in whose names shares stand on the

record of shareholders as the owners thereof for all purposes.