N.Y. Not-for-Profit Corporation Law § 603: Meetings of members

§ 603. Meetings of members.

* (a) Meetings of members may be held at such place, within or without

this state, as may be fixed by or under the by-laws or, if not so fixed,

as determined by the board of directors. For the duration of the state

disaster emergency declared by executive order two hundred two that

began on March seventh, two thousand twenty, or until December

thirty-first, two thousand twenty-one, whichever is later, the board of

directors may, in its sole discretion, determine that meetings of

members be held partially or solely by means of electronic

communication, the electronic service and/or platform by which the

meeting is held shall be the place of the meeting for purposes of this

article if a meeting is held solely by means of electronic

communication. Meetings conducted partially or solely by means of

electronic communications in reliance upon this paragraph and any

member's electronic participation in such meetings shall be subject to

those guidelines and procedures as the board adopts, provided the board

shall implement reasonable measures to: (1) verify that each person

participating electronically is a member or a proxy of a member; (2)

provide each member participating electronically with a reasonable

opportunity to participate in the meeting, including an opportunity to

propose, object to, and vote upon a specific action to be taken by the

members, and to see, read or hear the proceedings of the meeting

substantially concurrently with those proceedings; and (3) record and

maintain a record of any votes or other actions taken by electronic

communication at the meeting.

* NB Separately amended; cannot be put together

* (a) Meetings of members may be held at such place, within or without

this state, as may be fixed by or under the by-laws or, if not so fixed,

as determined by the board of directors. The board of directors may,

unless otherwise restricted by the certificate of incorporation or the

by-laws, in its sole discretion, determine that meetings of members be

held partially or solely by means of electronic communication, the

electronic service and/or platform by which the meeting is held shall be

the place of the meeting for purposes of this article if a meeting is

held solely by means of electronic communication. Meetings conducted

partially or solely by means of electronic communications in reliance

upon this paragraph and any member's electronic participation in such

meetings shall be subject to those guidelines and procedures as the

board adopts, provided the board shall implement reasonable measures to:

(1) verify that each person participating electronically is a member or

a proxy of a member; (2) provide each member participating

electronically with a reasonable opportunity to participate in the

meeting, including an opportunity to propose, object to, and vote upon a

specific action to be taken by the members, and to see, read or hear the

proceedings of the meeting substantially concurrently with those

proceedings; and (3) record and maintain a record of any votes or other

actions taken by electronic communication at the meeting.

* NB Separately amended; cannot be put together

(b) A meeting of the members shall be held annually for the election

of directors and the transaction of other business on a date fixed by or

under the by-laws. Failure to hold the annual meeting on the date so

fixed or to elect a sufficient number of directors to conduct the

business of the corporation shall not work a forfeiture or give cause

for dissolution of the corporation, except as provided in paragraph (a)

of section 1102 (Judicial dissolution; petition by directors or members;

petition in case of deadlock among directors or members).

(c) Special meetings of the members may be called by the board and by

such person or persons as may be authorized by the certificate of

incorporation or the by-laws. In any case, such meetings may be convened

by the members entitled to cast ten per cent of the total number of

votes entitled to be cast at such meeting, who may, in writing, demand

the call of a special meeting specifying the date and month thereof,

which shall not be less than two nor more than three months from the

date of such written demand. The secretary of the corporation upon

receiving the written demand shall promptly give notice of such meeting,

or if he fails to do so within five business days thereafter, any member

signing such demand may give such notice. The meeting shall be held at

the place fixed in the by-laws or, if not so fixed, at the office of the

corporation.

(d) A corporation may provide in its certificate of incorporation or

by-laws adopted by the members for the election of representatives or

delegates, who, when assembled within or without the state as directed

by the certificate of incorporation or the by-laws, shall have and may

exercise all of the powers, rights and privileges of members at an

annual meeting. When so exercising the powers, rights and privileges of

members, such representatives or delegates shall be subject in all

respects to the provisions of this chapter governing members.