N.Y. Not-for-Profit Corporation Law § 610: Selection of inspectors at meetings of members; duties

§ 610. Selection of inspectors at meetings of members; duties.

(a) If the by-laws require inspectors at any meeting of members, such

requirement is waived unless compliance therewith is requested by a

member present in person or by proxy and entitled to vote at such

meeting. Unless otherwise provided in the by-laws, the board, in advance

of any meeting of members, may appoint one or more inspectors to act at

the meeting or any adjournment thereof. If inspectors are not so

appointed, the person presiding at a meeting of members may, and on the

request of any member entitled to vote thereat shall, appoint one or

more inspectors. In case any person appointed fails to appear or act,

the vacancy may be filled by appointment made by the board in advance of

the meeting or at the meeting by the person presiding thereat. 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) The inspectors shall determine the number of membership

certificates or cards and capital certificates outstanding and the

voting power of each, the certificates and cards 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 members. On request of the person presiding at the

meeting or any members 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.