NY Not for Profit Corp L § 609 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 6 - Members 609 - Proxies.

§ 609. Proxies.  (a)  Except  as otherwise provided in the certificate of incorporation or the by-laws:  (1) Every member entitled to vote  at  a  meeting  of  members  or  to express  consent  or  dissent  without  a  meeting may authorize another person or persons to act for him by proxy.  (2) No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in  the  proxy.  Every  proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided in this section.  (3) The authority of the holder of a proxy to act shall not be revoked by  the  incompetence  or  death  of  the  member who executed the proxy unless,  before  the  authority  is  exercised,  written  notice  of  an adjudication  of  such  incompetence or of such death is received by the corporate officer responsible for maintaining  the  list  or  record  of members.  (4)  Except  when  other  provision  shall  have  been made by written agreement between the parties, the record holder of capital certificates which he holds as pledgee or otherwise as security or  which  belong  to another,  shall  issue  to  the pledgor or to such owner of such capital certificates, upon demand therefor and  payment  of  necessary  expenses thereof, a proxy to vote or take other action thereon.  (5)  A  member shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value, except  as  authorized in this section and section 619 (Agreements as to voting).  (6)  A  proxy  which  is entitled "irrevocable proxy" and which states that it is irrevocable is irrevocable when it is  held  by  any  of  the following or a nominee of any of the following:  (A) A pledgee.  (B)  A  person  who  has  purchased  or agreed to purchase the capital certificates.  (C) A creditor or creditors of the corporation who extend or  continue credit  to  the  corporation  in consideration of the proxy if the proxy states  that  it  was  given  in  consideration  of  such  extension  or continuation  of  credit, the amount thereof, and the name of the person extending or continuing credit.  (D) A person who has contracted to perform services as an  officer  of the  corporation,  if a proxy is required by the contract of employment, if the proxy states that it was given in consideration of such  contract of  employment,  the  name  of the employee and the period of employment contracted for.  (E) A person designated by or under an agreement under section 619.  (7) Notwithstanding a  provision  in  a  proxy,  stating  that  it  is irrevocable,  the  proxy becomes revocable after the pledge is redeemed, or the debt of the corporation is paid,  or  the  period  of  employment provided  for  in  the  contract  of  employment  has terminated, or the agreement under section 619 has terminated; and, in a case provided  for in subparagraphs (6) (C) or (D), becomes revocable three years after the date  of  the proxy or the end of the period, if any, specified therein, whichever period is less, unless the period of irrevocability is renewed from time to time by  the  execution  of  a  new  irrevocable  proxy  as provided in this section. This paragraph does not affect the duration of a proxy under subparagraph (2).  (8)  A  proxy  may  be  revoked, notwithstanding a provision making it irrevocable, by a purchaser of capital certificates without knowledge of the existence of the provision unless the existence of the proxy and its irrevocability is noted conspicuously on the face or back of the capital certificate.  (b) Without limiting the  manner  in  which  a  member  may  authorize another  person or persons to act for him as proxy pursuant to paragraph (a) of this section, the following shall constitute  a  valid  means  by which a member may grant such authority:  (1)  A  member  may  execute  a  writing authorizing another person or persons to act for him as proxy. Execution may be  accomplished  by  the member  or  the member's authorized officer, director, employee or agent signing such writing or causing his or her signature to  be  affixed  to such  writing  by any reasonable means including, but not limited to, by facsimile signature.  (2) A member may authorize another person or persons to  act  for  the member  as  proxy  by providing such authorization by electronic mail to the person  who  will  be  the  holder  of  the  proxy  or  to  a  proxy solicitation firm, proxy support service organization or like agent duly authorized  by  the  person,  provided  that  any  such authorization by electronic mail shall either set forth information from which it can  be reasonably  determined  that  the  authorization  by electronic mail was authorized by the member. If it is determined that such authorization by electronic mail is valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the nature of the information upon which they relied.  (c)  Any  copy,  facsimile   telecommunication   or   other   reliable reproduction  of  the  writing  or  electronic  mail created pursuant to paragraph (b) of this section may be substituted or used in lieu of  the original  writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall  be  a  complete reproduction of the entire original writing or transmission.