NY Not for Profit Corp L § 603 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 6 - Members 603 - Meetings of Members.

§ 603. Meetings of members.   * (a) Meetings of members may be held at such place, within or without this state, as may be fixed by or under the by-laws or, if not so fixed, as  determined  by the board of directors. For the duration of the state disaster emergency declared by executive  order  two  hundred  two  that began   on  March  seventh,  two  thousand  twenty,  or  until  December thirty-first, two thousand twenty-one, whichever is later, the board  of directors  may,  in  its  sole  discretion,  determine  that meetings of members  be  held  partially  or   solely   by   means   of   electronic communication,  the  electronic  service  and/or  platform  by which the meeting is held shall be the place of the meeting for purposes  of  this article   if   a   meeting   is  held  solely  by  means  of  electronic communication. Meetings  conducted  partially  or  solely  by  means  of electronic  communications  in  reliance  upon  this  paragraph  and any member's electronic participation in such meetings shall be  subject  to those  guidelines and procedures as the board adopts, provided the board shall implement reasonable measures to:  (1)  verify  that  each  person participating  electronically  is  a  member or a proxy of a member; (2) provide each  member  participating  electronically  with  a  reasonable opportunity  to  participate in the meeting, including an opportunity to propose, object to, and vote upon a specific action to be taken  by  the members,  and  to  see,  read  or  hear  the  proceedings of the meeting substantially concurrently with those proceedings; and  (3)  record  and maintain  a  record  of  any  votes or other actions taken by electronic communication at the meeting.   * NB Separately amended; cannot be put together   * (a) Meetings of members may be held at such place, within or without this state, as may be fixed by or under the by-laws or, if not so fixed, as determined by the board of directors. The  board  of  directors  may, unless  otherwise  restricted by the certificate of incorporation or the by-laws, in its sole discretion, determine that meetings of  members  be held  partially  or  solely  by  means  of electronic communication, the electronic service and/or platform by which the meeting is held shall be the place of the meeting for purposes of this article if  a  meeting  is held  solely  by  means  of electronic communication. Meetings conducted partially or solely by means of electronic  communications  in  reliance upon  this  paragraph  and any member's electronic participation in such meetings shall be subject to those  guidelines  and  procedures  as  the board adopts, provided the board shall implement reasonable measures to: (1)  verify that each person participating electronically is a member or a  proxy  of  a  member;   (2)   provide   each   member   participating electronically  with  a  reasonable  opportunity  to  participate in the meeting, including an opportunity to propose, object to, and vote upon a specific action to be taken by the members, and to see, read or hear the proceedings  of  the  meeting  substantially  concurrently  with   those proceedings;  and (3) record and maintain a record of any votes or other actions taken by electronic communication at the meeting.   * NB Separately amended; cannot be put together  (b) A meeting of the members shall be held annually for  the  election of directors and the transaction of other business on a date fixed by or under  the  by-laws.  Failure  to hold the annual meeting on the date so fixed or to elect a  sufficient  number  of  directors  to  conduct  the business  of  the  corporation shall not work a forfeiture or give cause for dissolution of the corporation, except as provided in paragraph  (a) of section 1102 (Judicial dissolution; petition by directors or members; petition in case of deadlock among directors or members).  (c)  Special meetings of the members may be called by the board and by such person or persons as  may  be  authorized  by  the  certificate  of  incorporation or the by-laws. In any case, such meetings may be convened by  the  members  entitled  to  cast ten per cent of the total number of votes entitled to be cast at such meeting, who may, in  writing,  demand the  call  of  a  special meeting specifying the date and month thereof, which shall not be less than two nor more than  three  months  from  the date  of  such  written  demand.  The  secretary of the corporation upon receiving the written demand shall promptly give notice of such meeting, or if he fails to do so within five business days thereafter, any member signing such demand may give such notice. The meeting shall be  held  at the place fixed in the by-laws or, if not so fixed, at the office of the corporation.  (d)  A  corporation may provide in its certificate of incorporation or by-laws adopted by the members for the election  of  representatives  or delegates,  who,  when assembled within or without the state as directed by the certificate of incorporation or the by-laws, shall have  and  may exercise  all  of  the  powers,  rights  and privileges of members at an annual meeting. When so exercising the powers, rights and privileges  of members,  such  representatives  or  delegates  shall  be subject in all respects to the provisions of this chapter governing members.