N.Y. Not-for-Profit Corporation Law § 604: Special meeting for election of directors

§ 604. Special meeting for election of directors.

(a) If, for a period of one month after the date fixed by or under the

by-laws for the annual meeting of members or, if no date has been so

fixed, for a period of thirteen months after the formation of the

corporation or the last annual meeting, there is a failure to elect a

sufficient number of directors to conduct the business of the

corporation, the board shall call a special meeting for the election of

directors. If such special meeting is not called by the board within

two weeks after the expiration of such period or if it is so called but

there is a failure to elect such directors for a period of two months

after the expiration of such period, members entitled to cast one

hundred votes or ten per cent of the total number of votes entitled to

be cast in an election of directors, whichever is lesser, may, in

writing, demand the call of a special meeting for the election of

directors 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.

(b) At any such special meeting called on the demand of members,

notwithstanding section 608 (Quorum of members), the members attending,

in person or by proxy, and entitled to vote in an election of directors

shall constitute a quorum for the purpose of electing directors, but not

for the transaction of any other business.