NY Banking L § 6012 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 6 - Stockholders 6012 - Qualification of Voters.

§ 6012.  Qualification of voters. 1. Every stockholder of record shall   be entitled at every meeting of stockholders to one vote for every share   standing in his name on the record  of  stockholders,  unless  otherwise   provided in the organization certificate.2.  Treasury shares and shares held by another corporation of any type   or kind, whether or not formed  under  any  law  of  this  state,  if  a   majority  of the shares entitled to vote in the election of directors of   such other corporation is beneficially owned by the  corporation,  shall   not be shares entitled to vote or to be counted in determining the total   number of outstanding shares.3.  Shares  held by an administrator, executor, guardian, conservator,   committee, or other fiduciary, except a trustee, may be  voted  by  him,   either  in  person or by proxy, without transfer of such shares into his   name. Shares held by a trustee may be voted by him, either in person  or   by  proxy,  only after the shares have been transferred into his name as   trustee or into the name of his nominee. Shares of its own stock held by   a trust company as sole trustee, whether registered in its own  name  as   such  trustee  or  in the name of its nominee, shall not be voted by the   registered owner in the election of directors unless under the terms  of   the  trust  the  manner  in  which  such  shares  shall  be voted may be   determined by a donor or beneficiary of the trust and unless such  donor   or  beneficiary  actually  directs  how  such shares shall be voted, and   shares of its own stock held by a trust company and one or more  persons   as  trustees  may be voted by such other person or persons, as trustees,   in the same manner as if he or they were the sole trustee.4. Shares held by or under the control of a receiver may be  voted  by   him  without the transfer thereof into his name if authority so to do is   contained in an order of the court by which such receiver was appointed.5. A stockholder whose shares are pledged shall be  entitled  to  vote   such  shares until the shares have been transferred into the name of the   pledgee, or a nominee of the pledgee.6. Redeemable shares which have been called for redemption  shall  not   be  deemed  to  be  outstanding  shares  for  the  purpose  of voting or   determining the total number of shares entitled to vote on any matter on   and after the date on which written notice of redemption has  been  sent   to  holders  thereof and a sum sufficient to redeem such shares has been   deposited with a bank or trust company with irrevocable instruction  and   authority  to pay the redemption price to the holders of the shares upon   surrender of certificates therefor.7. Shares standing in the name of another corporation of any  type  or   kind, whether or not formed under any law of this state, may be voted by   such  officer,  agent  or  proxy  as the by-laws of such corporation may   provide, or, in the absence of such provision,  as  the  board  of  such   corporation may determine.8.  When  shares  are  registered  on  the record of stockholders of a   corporation in the name of, or have passed by operation  of  law  or  by   virtue  of  any  deed  of  trust  or  other  instrument  to  two or more   fiduciaries, and dispute arises among them in respect to voting thereon,   such shares may be voted by a majority of such fiduciaries, and in  such   manner  and  for  such purpose as such majority shall direct, and if the   fiduciaries shall be equally divided as to voting such shares, any court   having jurisdiction of their accounts, upon  petition  by  any  of  such   fiduciaries  or  by any party in interest, may direct the voting of such   shares for the best interest  of  the  beneficiaries.  This  subdivision   shall  not  apply in any case where the instrument or order of the court   appointing such fiduciaries shall otherwise direct how such shares shall   be voted. Nor shall this subdivision apply to any fiduciaries  appointed   by  a  court  prior  to May sixth, nineteen hundred eighteen, or by last    will and testament of a decedent, whose death  occurred  prior  to  such   date,  or  by deed of trust or other instrument made prior to May first,   nineteen hundred fifty-six, nor to shares at any time transferred to  or   held by fiduciaries so appointed.9.  Notwithstanding the foregoing subdivisions, a corporation shall be   protected in treating the persons in whose names  shares  stand  on  the   record of stockholders as the owners thereof for all purposes.