N.Y. NPC Law § 603 — New York Code / Act NPC / Article 6 / Section 603
Meetings of members
Status: in_force

§ 603. Meetings of members.\n  * (a) Meetings of members may be held at such place, within or without\nthis state, as may be fixed by or under the by-laws or, if not so fixed,\nas determined by the board of directors. For the duration of the state\ndisaster emergency declared by executive order two hundred two that\nbegan on March seventh, two thousand twenty, or until December\nthirty-first, two thousand twenty-one, whichever is later, the board of\ndirectors may, in its sole discretion, determine that meetings of\nmembers be held partially or solely by means of electronic\ncommunication, the electronic service and/or platform by which the\nmeeting is held shall be the place of the meeting for purposes of this\narticle if a meeting is held solely by means of electronic\ncommunication. Meetings conducted partially or solely by means of\nelectronic communications in reliance upon this paragraph and any\nmember's electronic participation in such meetings shall be subject to\nthose guidelines and procedures as the board adopts, provided the board\nshall implement reasonable measures to: (1) verify that each person\nparticipating electronically is a member or a proxy of a member; (2)\nprovide each member participating electronically with a reasonable\nopportunity to participate in the meeting, including an opportunity to\npropose, object to, and vote upon a specific action to be taken by the\nmembers, and to see, read or hear the proceedings of the meeting\nsubstantially concurrently with those proceedings; and (3) record and\nmaintain a record of any votes or other actions taken by electronic\ncommunication at the meeting.\n  * NB Separately amended; cannot be put together\n  * (a) Meetings of members may be held at such place, within or without\nthis state, as may be fixed by or under the by-laws or, if not so fixed,\nas determined by the board of directors. The board of directors may,\nunless otherwise restricted by the certificate of incorporation or the\nby-laws, in its sole discretion, determine that meetings of members be\nheld partially or solely by means of electronic communication, the\nelectronic service and/or platform by which the meeting is held shall be\nthe place of the meeting for purposes of this article if a meeting is\nheld solely by means of electronic communication. Meetings conducted\npartially or solely by means of electronic communications in reliance\nupon this paragraph and any member's electronic participation in such\nmeetings shall be subject to those guidelines and procedures as the\nboard adopts, provided the board shall implement reasonable measures to:\n(1) verify that each person participating electronically is a member or\na proxy of a member; (2) provide each member participating\nelectronically with a reasonable opportunity to participate in the\nmeeting, including an opportunity to propose, object to, and vote upon a\nspecific action to be taken by the members, and to see, read or hear the\nproceedings of the meeting substantially concurrently with those\nproceedings; and (3) record and maintain a record of any votes or other\nactions taken by electronic communication at the meeting.\n  * NB Separately amended; cannot be put together\n  (b) A meeting of the members shall be held annually for the election\nof directors and the transaction of other business on a date fixed by or\nunder the by-laws. Failure to hold the annual meeting on the date so\nfixed or to elect a sufficient number of directors to conduct the\nbusiness of the corporation shall not work a forfeiture or give cause\nfor dissolution of the corporation, except as provided in paragraph (a)\nof section 1102 (Judicial dissolution; petition by directors or members;\npetition in case of deadlock among directors or members).\n  (c) Special meetings of the members may be called by the board and by\nsuch person or persons as may be authorized by the certificate of\nincorporation or the by-laws. In any case, such meetings may be convened\nby the members entitled to cast ten per cent of the total number of\nvotes entitled to be cast at such meeting, who may, in writing, demand\nthe call of a special meeting specifying the date and month thereof,\nwhich shall not be less than two nor more than three months from the\ndate of such written demand. The secretary of the corporation upon\nreceiving the written demand shall promptly give notice of such meeting,\nor if he fails to do so within five business days thereafter, any member\nsigning such demand may give such notice. The meeting shall be held at\nthe place fixed in the by-laws or, if not so fixed, at the office of the\ncorporation.\n  (d) A corporation may provide in its certificate of incorporation or\nby-laws adopted by the members for the election of representatives or\ndelegates, who, when assembled within or without the state as directed\nby the certificate of incorporation or the by-laws, shall have and may\nexercise all of the powers, rights and privileges of members at an\nannual meeting. When so exercising the powers, rights and privileges of\nmembers, such representatives or delegates shall be subject in all\nrespects to the provisions of this chapter governing members.\n