N.Y. BSC Law § 602 — New York Code / Act BSC / Article 6 / Section 602
Meetings of shareholders
Status: in_force

§ 602. Meetings of shareholders.\n  * (a) Meetings of shareholders may be held at such place, within or\nwithout this state, as may be fixed by or under the by-laws, or if not\nso fixed, as determined by the board of directors. For the duration of\nthe state disaster emergency declared by executive order two hundred two\nthat began on March seventh, two thousand twenty, or until December\nthirty-first, two thousand twenty-one, whichever is later, if, pursuant\nto this paragraph or the by-laws of the corporation, the board of\ndirectors is authorized to determine the place of a meeting of\nshareholders, the board of directors may, in its sole discretion,\ndetermine that the meeting be held solely by means of electronic\ncommunication, the platform/service of which shall be the place of the\nmeeting for purpose of this article.\n  * NB Separately amended; cannot be put together\n  * (a) Meetings of shareholders may be held at such place, within or\nwithout this state, as may be fixed by or under the by-laws, or if not\nso fixed, as determined by the board of directors. If, pursuant to this\nparagraph or the by-laws of the corporation, the board of directors is\nauthorized to determine the place of a meeting of shareholders, the\nboard of directors may, in its sole discretion, determine that the\nmeeting be held solely by means of electronic communication, the\nplatform/service of which shall be the place of the meeting for purpose\nof this article.\n  * NB Separately amended; cannot be put together\n  (b) (i) A corporation may, if authorized by the board of directors:\n(1) implement reasonable measures to provide shareholders not physically\npresent at a shareholders' meeting a reasonable opportunity to\nparticipate in the proceedings of the meeting substantially concurrently\nwith such proceedings; and/or (2) provide reasonable measures to enable\nshareholders to vote or grant proxies with respect to matters submitted\nto the shareholders at a shareholders' meeting by means of electronic\ncommunication; provided that the corporation shall, if applicable, (A)\nimplement reasonable measures to verify that each person deemed present\nand permitted to vote at the meeting by means of electronic\ncommunication is a shareholder of record and (B) keep a record of any\nvote or other action taken by a shareholder participating and voting by\nmeans of electronic communications at a shareholders' meeting. A\nshareholder participating in a shareholders' meeting by this means is\ndeemed to be present in person at the meeting.\n  (ii) Nothing required in subparagraph (i) of this paragraph shall\nlimit, restrict or supersede other forms of voting and participation.\n  (iii) For purposes of this paragraph, "reasonable measures" with\nrespect to participating in proceedings shall include, but not be\nlimited to, audio webcast or other broadcast of the meeting and for\nvoting shall include but not be limited to telephonic and internet\nvoting.\n  (c) A meeting of shareholders 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. A 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 (c)\nof section 1104 (Petition in case of deadlock among directors or\nshareholders).\n  (d) Special meetings of the shareholders may be called by the board\nand by such person or persons as may be so authorized by the certificate\nof incorporation or the by-laws. At any such special meeting only such\nbusiness may be transacted which is related to the purpose or purposes\nset forth in the notice required by section 605 (Notice of meetings of\nshareholders).\n  (e) Except as otherwise required by this chapter, the by-laws may\ndesignate reasonable procedures for the calling and conduct of a meeting\nof shareholders, including but not limited to specifying: (i) who may\ncall and who may conduct the meeting, (ii) the means by which the order\nof business to be conducted shall be established, (iii) the procedures\nand requirements for the nomination of directors, (iv) the procedures\nwith respect to the making of shareholder proposals, and (v) the\nprocedures to be established for the adjournment of any meeting of\nshareholders. No amendment of the by-laws pertaining to the election of\ndirectors or the procedures for the calling and conduct of a meeting of\nshareholders shall affect the election of directors or the procedures\nfor the calling or conduct in respect of any meeting of shareholders\nunless adequate notice thereof is given to the shareholders in a manner\nreasonably calculated to provide shareholders with sufficient time to\nrespond thereto prior to such meeting.\n