reglab/statecodes huggingface dataset:
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 512 - Redeemable Shares.

§ 512. Redeemable shares.
(a)  Subject  to  the restrictions contained in section 513 (Purchase,
redemption and certain other transactions by a corporation with  respect
to  its own shares) and paragraph (b) of this section, a corporation may
provide in its certificate of incorporation for one or more  classes  or
series  of  shares  which  are  redeemable,  in whole or in part, at the
option of the corporation, the holder or  another  person  or  upon  the
happening of a specified event.
(b)  No  redeemable  common  shares,  other than shares of an open-end
investment  company,  as  defined  in  an  act  of   congress   entitled
"Investment Company Act of 1940", as amended, or of a member corporation
of  a  national  securities  exchange  registered under a statute of the
United States such as the Securities Exchange Act of 1934,  as  amended,
or  of  a  corporation  described  in this paragraph, shall be issued or
redeemed unless the corporation at the time has outstanding a  class  of
common  shares that is not subject to redemption. Any common shares of a
corporation which directly or through a  subsidiary  has  a  license  or
franchise  to  conduct  its  business,  which  license  or  franchise is
conditioned upon some or all of the holders of such corporation's common
shares possessing prescribed qualifications,  may  be  made  subject  to
redemption  by  the  corporation  to the extent necessary to prevent the
loss of, or to reinstate, such license or franchise.
(c) Shares of any class or series which may be made  redeemable  under
this  section  may be redeemed for cash, other property, indebtedness or
other securities of the same or another corporation,  at  such  time  or
times,  price or prices, or rate or rates, and with such adjustments, as
shall be stated in the certificate of incorporation.
(d) Nothing in this section shall prevent a corporation from  creating
sinking funds for the redemption or purchase of its shares to the extent
permitted  by  section  513  (Purchase,  redemption  and  certain  other
transactions by a corporation with respect to its own shares).
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 513 - Purchase, Redemption and Certain Other Transactions by a Corporation With Respect to Its Own Shares.

§ 513. Purchase,   redemption   and  certain  other  transactions  by  a
corporation with respect to its own shares.
(a) Notwithstanding any authority  contained  in  the  certificate  of
incorporation,  the  shares of a corporation may not be purchased by the
corporation, or, if redeemable, convertible or exchangeable shares,  may
not  be redeemed, converted or exchanged, in each case for or into cash,
other property, indebtedness or  other  securities  of  the  corporation
(other than shares of the corporation and rights to acquire such shares)
if the corporation is then insolvent or would thereby be made insolvent.
Shares may be purchased or redeemed only out of surplus.
(b)  When  its  redeemable,  convertible  or  exchangeable  shares are
purchased by the corporation within the period during which such  shares
may   be   redeemed,  converted  or  exchanged  at  the  option  of  the
corporation, the purchase price thereof shall not exceed the  applicable
redemption,  conversion  or  exchange price stated in the certificate of
incorporation. Upon a redemption, conversion  or  exchange,  the  amount
payable  by the corporation for shares having a cumulative preference on
dividends may include the  stated  redemption,  conversion  or  exchange
price  plus  accrued  dividends  to the next dividend date following the
date of redemption, conversion or exchange of such shares.
(c) No domestic corporation which is  subject  to  the  provisions  of
section  nine  hundred twelve of this chapter shall purchase or agree to
purchase more than ten percent of the stock of the  corporation  from  a
shareholder  for more than the market value thereof unless such purchase
or agreement to purchase is approved by  the  affirmative  vote  of  the
board of directors and a majority of the votes of all outstanding shares
entitled  to  vote  thereon  at  a  meeting  of  shareholders unless the
certificate of incorporation requires a greater percentage of the  votes
of the outstanding shares to approve.
The  provisions of this paragraph shall not apply when the corporation
offers to purchase shares from all holders of stock or for  stock  which
the holder has been the beneficial owner of for more than two years.
The  terms "stock", "beneficial owner", and "market value" shall be as
defined in section nine hundred twelve of this chapter.
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 514 - Agreements for Purchase by a Corporation of Its Own Shares.

§ 514. Agreements for purchase by a corporation of its own shares.
(a) An  agreement  for the purchase by a corporation of its own shares
shall be enforceable by the  shareholder  and  the  corporation  to  the
extent such purchase is permitted at the time of purchase by section 513
(Purchase or redemption by a corporation of its own shares).
(b) The possibility that a corporation may not be able to purchase its
shares  under  section  513  shall not be a ground for denying to either
party specific performance  of  an  agreement  for  the  purchase  by  a
corporation  of  its  own  shares,  if  at  the time for performance the
corporation can purchase all or part of such shares under section 513.
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 515 - Reacquired Shares.

§ 515. Reacquired shares.
(a)  Shares that have been issued and have been purchased, redeemed or
otherwise reacquired by a corporation shall be  cancelled  if  they  are
reacquired out of stated capital, or if they are converted shares, or if
the  certificate of incorporation requires that such shares be cancelled
upon reacquisition.
(b) Any shares reacquired by the corporation and not  required  to  be
cancelled  may be either retained as treasury shares or cancelled by the
board at the time of reacquisition or at any time thereafter.
(c) Neither the retention of reacquired shares as treasury shares, nor
their subsequent distribution  to  shareholders  or  disposition  for  a
consideration  shall change the stated capital. When treasury shares are
disposed of for a consideration, the surplus shall be increased  by  the
full amount of the consideration received.
(d)  Shares cancelled under this section are restored to the status of
authorized  but  unissued  shares.  However,  if  the   certificate   of
incorporation  prohibits the reissue of any shares required or permitted
to be  cancelled  under  this  section,  the  board  by  certificate  of
amendment  under  section 805 (Certificate of amendment; contents) shall
reduce the number of authorized shares accordingly.
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 516 - Reduction of Stated Capital in Certain Cases.

§ 516. Reduction of stated capital in certain cases.
(a)  Except as otherwise provided in the certificate of incorporation,
the board may at any time reduce the stated capital of a corporation  in
any of the following ways:
(1)  by  eliminating  from  stated  capital  any  portion  of  amounts
previously transferred by the board from surplus to stated  capital  and
not allocated to any designated class or series of shares;
(2)   by   reducing  or  eliminating  any  amount  of  stated  capital
represented by issued shares  having  a  par  value  which  exceeds  the
aggregate par value of such shares;
(3)  by  reducing  the  amount of stated capital represented by issued
shares without par value; or
(4) by applying  to  an  otherwise  authorized  purchase,  redemption,
conversion  or  exchange of outstanding shares some or all of the stated
capital represented by the shares being purchased,  redeemed,  converted
or  exchanged,  or  some  or all of any stated capital that has not been
allocated to any  particular  shares,  or  both.    Notwithstanding  the
foregoing,  if  the  consideration  for  the issue of shares without par
value was fixed by the shareholders under section 504 (Consideration and
payment for shares), the board  shall  not  reduce  the  stated  capital
represented  by such shares except to the extent, if any, that the board
was authorized by the shareholders  to  allocate  any  portion  of  such
consideration to surplus.
(b) No  reduction  of  stated capital shall be made under this section
unless after such reduction the stated  capital  exceeds  the  aggregate
preferential  amounts  payable  upon  involuntary  liquidation  upon all
issued shares having preferential rights in  the  assets  plus  the  par
value of all other issued shares with par value.
(c) When  a  reduction  of stated capital has been effected under this
section, the amount of such reduction shall be  disclosed  in  the  next
financial  statement covering the period in which such reduction is made
that is furnished by the corporation to  all  its  shareholders  or,  if
practicable,  in the first notice of dividend or share distribution that
is furnished to the holders of  each  class  or  series  of  its  shares
between  the  date  of  such  reduction  and  the  next  such  financial
statement, and in any event to all its shareholders within six months of
the date of such reduction.
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 518 - Corporate Bonds.

§ 518. Corporate bonds.
(a)  No  corporation  shall  issue  bonds  except  for  money or other
property, tangible or intangible; labor or services actually received by
or performed for the corporation or for its benefit or in its  formation
or  reorganization;  a  binding  obligation  to  pay  the purchase price
thereof in cash or other  property;  a  binding  obligation  to  perform
services  having  an  agreed  value;  or  a  combination thereof. In the
absence of fraud in the transaction, the judgment of the board as to the
value of the consideration received shall be conclusive.
(b) If a distribution of its own bonds is made  by  a  corporation  to
holders of any class or series of its outstanding shares, there shall be
concurrently  transferred  to  the  liabilities  of  the  corporation in
respect of such bonds an amount of surplus equal to the principal amount
of, and any accrued interest on, such bonds. The amount of  the  surplus
so transferred shall be the consideration for the issue of such bonds.
(c) A  corporation  may,  in  its certificate of incorporation, confer
upon the holders of any bonds issued or to be issued by the corporation,
rights to inspect the corporate books and records and  to  vote  in  the
election  of directors and on any other matters on which shareholders of
the corporation may vote.
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 520 - Liability for Failure to Disclose Required Information.

§ 520. Liability for failure to disclose required information.
Failure  of the corporation to comply in good faith with the notice or
  disclosure provisions of paragraphs (f) and (g) of  section  511  (Share
  distributions  and  changes), or paragraph (c) of section 516 (Reduction
  of stated capital in certain cases), shall make the  corporation  liable
  for any damage sustained by any shareholder in consequence thereof.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 601 - By-Laws.

§ 601. By-laws.
(a)  The  initial  by-laws  of  a  corporation shall be adopted by its
incorporator or incorporators at the organization meeting.   Thereafter,
subject  to  section  613 (Limitations on right to vote), by-laws may be
adopted, amended or repealed by a majority of  the  votes  cast  by  the
shares  at  the  time entitled to vote in the election of any directors.
When so provided in the certificate of incorporation or a by-law adopted
by the shareholders, by-laws may also be adopted, amended or repealed by
the board by such vote as may be therein specified, which may be greater
than the vote otherwise prescribed  by  this  chapter,  but  any  by-law
adopted  by  the  board  may  be amended or repealed by the shareholders
entitled to vote thereon as  herein  provided.  Any  reference  in  this
chapter to a "by-law adopted by the shareholders" shall include a by-law
adopted by the incorporator or incorporators.
(b)  The by-laws may contain any provision relating to the business of
the corporation, the conduct of its affairs, its rights or powers or the
rights or  powers  of  its  shareholders,  directors  or  officers,  not
inconsistent with this chapter or any other statute of this state or the
certificate of incorporation.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 603 - Special Meeting for Election of Directors.

§ 603. Special meeting for election of directors.
(a) If, for a period of one month after the date fixed by or under the
by-laws  for  the annual meeting of shareholders, or if no date has been
so fixed, for a period of thirteen months after  the  formation  of  the
corporation  or  the  last annual meeting, there is a failure to elect a
sufficient  number  of  directors  to  conduct  the  business   of   the
corporation,  the board shall call a special meeting for the election of
directors. If such special meeting is not called by the board within two
weeks after the expiration of such period or if  it  is  so  called  but
there  is  a  failure to elect such directors for a period of two months
after the expiration of such period, holders of ten percent of the votes
of the shares entitled to vote in  an  election  of  directors  may,  in
writing,  demand  the  call  of  a  special  meeting for the election of
directors specifying the date and month thereof, which shall not be less
than sixty nor more than ninety days  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 shareholder 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.
(b) At any such special meeting  called  on  demand  of  shareholders,
notwithstanding  section  608 (Quorum of shareholders), the shareholders
attending, in person or by proxy, and entitled to vote in an election of
directors  shall  constitute  a  quorum  for  the  purpose  of  electing
directors, but not for the transaction of any other business.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 604 - Fixing Record Date.

§ 604. Fixing record date.
(a) For the purpose of determining the shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof,
or to express consent to or dissent from any proposal without a meeting,
or  for  the  purpose  of  determining  shareholders entitled to receive
payment of any dividend or the allotment  of  any  rights,  or  for  the
purpose  of  any other action, the by-laws may provide for fixing or, in
the absence of such provision, the board may fix, in advance, a date  as
the  record  date  for any such determination of shareholders. Such date
shall not be more than sixty nor less than ten days before the  date  of
such meeting, nor more than sixty days prior to any other action.
(b) If no record date is fixed:
(1) The  record date for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the  close
of  business on the day next preceding the day on which notice is given,
or, if no notice is given, the day on which the meeting is held.
(2) The record date for determining shareholders for any purpose other
than that specified in  subparagraph  (1)  shall  be  at  the  close  of
business  on  the  day  on  which  the  resolution of the board relating
thereto is adopted.
(c) When a determination of shareholders of record entitled to  notice
of  or  to vote at any meeting of shareholders has been made as provided
in this section, such  determination  shall  apply  to  any  adjournment
thereof, unless the board fixes a new record date under this section for
the adjourned meeting.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 606 - Waivers of Notice.

§ 606. Waivers of notice.
Notice  of  meeting need not be given to any shareholder who submits a
  waiver of notice whether before or after the meeting. Waiver  of  notice
  may be written or electronic. If written, the waiver must be executed by
  the  shareholder  or  the  shareholder's  authorized  officer, director,
  employee or agent by signing such waiver or causing his or her signature
  to be affixed to such waiver by any reasonable means, including, but not
  limited to, facsimile signature. If electronic, the transmission of  the
  waiver must either set forth or be submitted with information from which
  it  can reasonably be determined that the transmission was authorized by
  the shareholder. The attendance of any  shareholder  at  a  meeting,  in
  person  or  by  proxy, without protesting prior to the conclusion of the
  meeting the lack of notice of such meeting, shall constitute a waiver of
  notice by such shareholder.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 607 - List of Shareholders at Meetings.

§ 607. List of shareholders at meetings.
A  list  of  shareholders  as  of  the  record  date, certified by the
  corporate officer responsible for  its  preparation  or  by  a  transfer
  agent, shall be produced at any meeting of shareholders upon the request
  thereat or prior thereto of any shareholder. If the right to vote at any
  meeting  is  challenged, the inspectors of election, or person presiding
  thereat, shall require such list  of  shareholders  to  be  produced  as
  evidence of the right of the persons challenged to vote at such meeting,
  and all persons who appear from such list to be shareholders entitled to
  vote thereat may vote at such meeting.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 608 - Quorum of Shareholders.

§ 608. Quorum of shareholders.
(a) The  holders of a majority of the votes of shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders  for  the
transaction  of  any  business,  provided  that when a specified item of
business is required to be voted on by a particular class or  series  of
shares,  voting  as  a  class, the holders of a majority of the votes of
shares of such class  or  series  shall  constitute  a  quorum  for  the
transaction of such specified item of business.
(b) The  certificate  of  incorporation or by-laws may provide for any
lesser quorum not less than one-third of the votes of shares entitled to
vote, and the  certificate  of  incorporation  may,  under  section  616
(Greater requirement as to quorum and vote of shareholders), provide for
a greater quorum.
(c) When  a  quorum  is  once present to organize a meeting, it is not
broken by the subsequent withdrawal of any shareholders.
(d) The shareholders present  may  adjourn  the  meeting  despite  the
absence of a quorum.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 610 - Selection of Inspectors at Shareholders' Meetings.

§ 610. Selection of inspectors at shareholders' meetings.
(a) The board of directors shall appoint one or more inspectors to act
at  the  meeting  or  any  adjournment thereof and make a written report
thereof. The board of directors may designate one  or  more  persons  as
alternate  inspectors  to  replace any inspector who fails to act. If no
inspector or alternate has been appointed, or if such persons are unable
to act at a meeting of shareholders, the person presiding at the meeting
shall appoint one or  more  inspectors  to  act  at  the  meeting.  Each
inspector,  before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspector  at  such
meeting  with  strict  impartiality  and  according  to  the best of his
ability.
(b) Unless otherwise provided in the certificate of  incorporation  or
by-laws,  paragraph (a) of this section shall not apply to a corporation
that does not have a class of voting stock that is listed on a  national
securities  exchange  or  authorized  for  quotation  on  an interdealer
quotation  system  of  a  registered  national  securities  association.
Notwithstanding  the foregoing, any corporation may take the actions set
forth in paragraph (a) of this section.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 613 - Limitations on Right to Vote.

§ 613. Limitations on right to vote.
The  certificate  of  incorporation  may provide, except as limited by
  section 501 (Authorized shares),  either  absolutely  or  conditionally,
  that  the  holders of any designated class or series of shares shall not
  be entitled to vote, or it may otherwise limit or define the  respective
  voting powers of the several classes or series of shares, and, except as
  otherwise  provided in this chapter, such provisions of such certificate
  shall prevail, according to their tenor, in all  elections  and  in  all
  proceedings,  over  the  provisions of this chapter which authorizes any
  action by the shareholders.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 614 - Vote of Shareholders.

§ 614. Vote of shareholders.
(a) Directors  shall,  except as otherwise required by this chapter or
by the by-laws or certificate of  incorporation  as  permitted  by  this
chapter,  be  elected  by  a plurality of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the election.
(b)  Whenever  any  corporate  action,  other  than  the  election  of
directors,   is   to  be  taken  under  this  chapter  by  vote  of  the
shareholders, it shall, except as otherwise required by this chapter  or
by  the  certificate of incorporation as permitted by this chapter or by
the specific provisions of a by-law  adopted  by  the  shareholders,  be
authorized  by  a majority of the votes cast in favor of or against such
action at a meeting of shareholders by the holders of shares entitled to
vote thereon.  Except  as  otherwise  provided  in  the  certificate  of
incorporation  or  the  specific  provision  of  a by-law adopted by the
shareholders, an abstention shall not constitute a vote cast.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 616 - Greater Requirement as to Quorum and Vote of Shareholders.

§ 616. Greater requirement as to quorum and vote of shareholders.
(a) The certificate of incorporation may contain provisions specifying
either or both of the following:
(1) That the proportion of votes of shares, or the proportion of votes
of  shares of any class or series thereof, the holders of which shall be
present in person or by proxy at any meeting of shareholders,  including
a  special  meeting for election of directors under section 603 (Special
meeting for election of directors), in order to constitute a quorum  for
the  transaction  of  any business or of any specified item of business,
including amendments to  the  certificate  of  incorporation,  shall  be
greater than the proportion prescribed by this chapter in the absence of
such provision.
(2) That  the  proportion  of votes of shares, or votes of shares of a
particular class or series of shares, that shall  be  necessary  at  any
meeting  of  shareholders  for the transaction of any business or of any
specified item of business, including amendments to the  certificate  of
incorporation,  shall  be greater than the proportion prescribed by this
chapter in the absence of such provision.
(b) An amendment of the certificate of incorporation which changes  or
strikes  out  a provision permitted by this section, shall be authorized
at a meeting of shareholders by two-thirds of the votes  of  the  shares
entitled  to  vote  thereon,  or  of such greater proportion of votes of
shares, or votes of shares of a particular class or series of shares, as
may be provided specifically in the  certificate  of  incorporation  for
changing or striking out a provision permitted by this section.
(c) If  the certificate of incorporation of any corporation contains a
provision authorized by this section, the existence  of  such  provision
shall  be  noted  conspicuously on the face or back of every certificate
for shares issued by such  corporation,  except  that  this  requirement
shall  not  apply  to  any  corporation  having  any class of any equity
security  registered  pursuant  to  Section  twelve  of  the  Securities
Exchange Act of 1934, as amended.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 617 - Voting by Class or Classes of Shares.

§ 617. Voting by class or classes of shares.
(a) The certificate of incorporation may contain provisions specifying
that  any class or classes of shares or of any series thereof shall vote
as a class in connection with the transaction of any business or of  any
specified  item  of  business  at  a  meeting of shareholders, including
amendments to the certificate of incorporation.
(b) Where voting  as  a  class  is  provided  in  the  certificate  of
incorporation,  it shall be by the proportionate vote so provided or, if
no proportionate vote is provided, in the election of  directors,  by  a
plurality  of the votes cast at such meeting by the holders of shares of
such class entitled to vote in the election, or for any other  corporate
action,  by  a majority of the votes cast at such meeting by the holders
of shares of such class entitled to vote thereon.
(c) Such voting by class shall be  in  addition  to  any  other  vote,
including vote by class, required by this chapter and by the certificate
of incorporation as permitted by this chapter.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 618 - Cumulative Voting.

§ 618. Cumulative voting.
The  certificate  of incorporation of any corporation may provide that
  in all elections of directors of such corporation each shareholder shall
  be entitled to as many votes as shall equal the number of  votes  which,
  except for such provisions as to cumulative voting, he would be entitled
  to  cast  for  the  election  of  directors  with  respect to his shares
  multiplied by the number of directors to be elected,  and  that  he  may
  cast  all  of  such  votes  for a single director or may distribute them
  among the number to be voted for, or any two or more of them, as he  may
  see fit, which right, when exercised, shall be termed cumulative voting.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 619 - Powers of Supreme Court Respecting Elections.

§ 619. Powers of supreme court respecting elections.
Upon  the  petition  of  any shareholder aggrieved by an election, and
  upon notice to the persons declared elected thereat, the corporation and
  such other persons as the court may  direct,  the  supreme  court  at  a
  special  term  held within the judicial district where the office of the
  corporation is located shall forthwith hear the proofs  and  allegations
  of  the parties, and confirm the election, order a new election, or take
  such other action as justice may require.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 621 - Voting Trust Agreements.

§ 621. Voting trust agreements.
(a) Any  shareholder  or  shareholders, under an agreement in writing,
may transfer his or their shares to a voting trustee or trustees for the
purpose of conferring the  right  to  vote  thereon  for  a  period  not
exceeding  ten  years  upon the terms and conditions therein stated. The
certificates  for  shares  so  transferred  shall  be  surrendered   and
cancelled  and  new  certificates  therefor  issued  to  such trustee or
trustees stating that they are issued under such agreement, and  in  the
entry of such ownership in the record of the corporation that fact shall
also  be  noted,  and  such  trustee  or trustees may vote the shares so
transferred during the term of such agreement.
(b) The trustee or trustees shall keep  available  for  inspection  by
holders  of  voting  trust  certificates  at his or their office or at a
place designated in such agreement or of which  the  holders  of  voting
trust  certificates  have been notified in writing, correct and complete
books and records of  account  relating  to  the  trust,  and  a  record
containing  the  names  and  addresses of all persons who are holders of
voting trust certificates and the number and class of shares represented
by the certificates held by them and the  dates  when  they  became  the
owners  thereof.  The  record  may  be in written form or any other form
capable of being converted into written form within a reasonable time.
(c) A duplicate of every such agreement shall be filed in  the  office
of  the  corporation  and  it and the record of voting trust certificate
holders  shall  be  subject  to  the  same  right  of  inspection  by  a
shareholder  of  record  or  a  holder of a voting trust certificate, in
person or by agent or attorney, as are the records  of  the  corporation
under  section  624 (Books and records; right of inspection, prima facie
evidence).   The shareholder or holder of  a  voting  trust  certificate
shall be entitled to the remedies provided in that section.
(d) At any time within six months before the expiration of such voting
trust  agreement  as  originally  fixed or as extended one or more times
under this paragraph, one or more holders of voting  trust  certificates
may,  by  agreement in writing, extend the duration of such voting trust
agreement, nominating the same or substitute trustee or trustees, for an
additional period not exceeding  ten  years.  Such  extension  agreement
shall  not  affect  the  rights  or  obligations  of persons not parties
thereto and  shall in every respect comply with and be  subject  to  all
the  provisions  of this section applicable to the original voting trust
agreement.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 625 - Infant Shareholders and Bondholders.

§ 625. Infant shareholders and bondholders.
(a) A  corporation  may  treat  an infant who holds shares or bonds of
such corporation as having capacity to receive and to empower others  to
receive   dividends,   interest,   principal   and  other  payments  and
distributions, to vote or express consent or dissent, in  person  or  by
proxy, and to make elections and exercise rights relating to such shares
or  bonds,  unless,  in  the  case  of  shares,  the  corporate  officer
responsible for maintaining the list of  shareholders  or  the  transfer
agent  of  the  corporation  or,  in the case of bonds, the treasurer or
paying officer or agent has received written notice that such holder  is
an infant.
(b) An  infant  holder  of  shares  or  bonds of a corporation who has
received or empowered others to receive payments or distributions, voted
or expressed consent or dissent, or made  an  election  or  exercised  a
right  relating  thereto, shall have no right thereafter to disaffirm or
avoid, as against the corporation, any such  act  on  his  part,  unless
prior  to such receipt, vote, consent, dissent, election or exercise, as
to shares, the corporate officer responsible for maintaining the list of
shareholders or its transfer  agent  or,  in  the  case  of  bonds,  the
treasurer or paying officer had received written notice that such holder
was an infant.
(c) This section does not limit any other statute which authorizes any
corporation  to  deal with an infant or limits the right of an infant to
disaffirm his acts.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 626 - Shareholders' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor.

§ 626. Shareholders'  derivative  action  brought  in  the  right of the
corporation to procure a judgment in its favor.
(a) An action may be brought in the right of  a  domestic  or  foreign
corporation to procure a judgment in its favor, by a holder of shares or
of  voting  trust  certificates  of  the  corporation or of a beneficial
interest in such shares or certificates.
(b) In any such action, it shall be made to appear that the  plaintiff
is such a holder at the time of bringing the action and that he was such
a  holder  at the time of the transaction of which he complains, or that
his shares or his interest therein devolved upon  him  by  operation  of
law.
(c) In   any   such   action,  the  complaint  shall  set  forth  with
particularity the efforts of the plaintiff to secure the  initiation  of
such action by the board or the reasons for not making such effort.
(d) Such  action  shall  not  be discontinued, compromised or settled,
without the approval of the court having jurisdiction of the action.  If
the court shall determine that the interests of the shareholders or  any
class  or  classes  thereof  will  be  substantially  affected  by  such
discontinuance, compromise, or settlement, the court, in its discretion,
may direct that notice, by publication or otherwise, shall be  given  to
the  shareholders  or  class  or  classes  thereof  whose  interests  it
determines will be so affected; if notice is so directed  to  be  given,
the  court  may determine which one or more of the parties to the action
shall bear the expense of giving the same, in such amount as  the  court
shall  determine and find to be reasonable in the circumstances, and the
amount of such expense shall be awarded as special costs of  the  action
and recoverable in the same manner as statutory taxable costs.
(e) If  the  action  on  behalf  of the corporation was successful, in
whole or in part, or if  anything  was  received  by  the  plaintiff  or
plaintiffs  or  a  claimant  or  claimants  as the result of a judgment,
compromise or settlement of an action or claim, the court may award  the
plaintiff  or  plaintiffs,  claimant  or claimants, reasonable expenses,
including reasonable attorney's fees, and shall direct him  or  them  to
account to the corporation for the remainder of the proceeds so received
by  him or them. This paragraph shall not apply to any judgment rendered
for the benefit of injured shareholders only and limited to  a  recovery
of the loss or damage sustained by them.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 627 - Security for Expenses in Shareholders' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor.

§ 627. Security  for expenses in shareholders' derivative action brought
in the right of the corporation to procure a  judgment  in  its
favor.
In  any  action  specified  in  section  626 (Shareholders' derivative
  action brought in the right of the corporation to procure a judgment  in
  its favor), unless the plaintiff or plaintiffs hold five percent or more
  of any class of the outstanding shares or hold voting trust certificates
  or  a beneficial interest in shares representing five percent or more of
  any class of such shares, or the shares, voting trust  certificates  and
  beneficial interest of such plaintiff or plaintiffs have a fair value in
  excess  of  fifty  thousand dollars, the corporation in whose right such
  action is brought shall be entitled at  any  stage  of  the  proceedings
  before  final  judgment  to  require the plaintiff or plaintiffs to give
  security for the reasonable expenses, including attorney's  fees,  which
  may  be  incurred  by it in connection with such action and by the other
  parties defendant in connection therewith for which the corporation  may
  become  liable under this chapter, under any contract or otherwise under
  law, to which the corporation shall have recourse in such amount as  the
  court  having  jurisdiction  of  such  action  shall  determine upon the
  termination of such action. The amount of such security  may  thereafter
  from  time  to  time  be increased or decreased in the discretion of the
  court having jurisdiction of such action upon showing that the  security
  provided has or may become inadequate or excessive.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 628 - Liability of Subscribers and Shareholders.

§ 628. Liability of subscribers and shareholders.
(a) A  holder  of  or  subscriber for shares of a corporation shall be
under no obligation to the corporation for payment for such shares other
than the obligation to pay the unpaid portion of his subscription  which
in no event shall be less than the amount of the consideration for which
such shares could be issued lawfully.
(b) Any  person  becoming  an assignee or transferee of shares or of a
subscription for shares in good faith and without  knowledge  or  notice
that  the  full  consideration  therefor  has not been paid shall not be
personally liable for any unpaid portion of such consideration, but  the
transferor shall remain liable therefor.
(c) No person holding shares in any corporation as collateral security
shall be personally liable as a shareholder but the person pledging such
shares  shall  be  considered the holder thereof and shall be so liable.
No executor, administrator, guardian, trustee or other  fiduciary  shall
be  personally  liable as a shareholder, but the estate and funds in the
hands of  such  executor,  administrator,  guardian,  trustee  or  other
fiduciary shall be liable.
2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 629 - Certain Transfers or Assignments by Shareholders or Subscribers; Effect.

§ 629. Certain  transfers or assignments by shareholders or subscribers;
effect.
Any transfer or assignment by a shareholder of his  shares,  or  by  a
  subscriber  for  shares  of  his  interest in the corporation, shall not
  relieve him of any liability as a shareholder or subscriber  if  at  the
  time  of  such transfer or assignment the aggregate of the corporation's
  property,  exclusive  of  any  property  which  it  may  have  conveyed,
  transferred,  concealed,  removed,  or  permitted  to  be  concealed  or
  removed, with intent to defraud, hinder or delay its creditors,  is  not
  at  a  fair  valuation sufficient in amount to pay its debts, or if such
  condition is imminent.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 701 - Board of Directors.

§ 701. Board of directors.
Subject   to   any  provision  in  the  certificate  of  incorporation
  authorized by paragraph (b) of section 620  (Agreements  as  to  voting;
  provision in certificate of incorporation as to control of directors) or
  by   paragraph  (b)  of  section  715  (Officers),  the  business  of  a
  corporation shall be  managed  under  the  direction  of  its  board  of
  directors,  each  of  whom  shall be at least eighteen years of age. The
  certificate  of  incorporation  or  the  by-laws  may  prescribe   other
  qualifications for directors.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 702 - Number of Directors.

§ 702. Number of directors.
(a)  The  board of directors shall consist of one or more members. The
number of directors constituting the board may be fixed by the  by-laws,
or  by  action  of  the  shareholders or of the board under the specific
provisions of a by-law adopted by the  shareholders.  If  not  otherwise
fixed  under  this  paragraph, the number shall be one.  As used in this
article, "entire board" means the total number of  directors  which  the
corporation would have if there were no vacancies.
(b) The number of directors may be increased or decreased by amendment
of  the  by-laws, or by action of the shareholders or of the board under
the specific provisions of a by-law adopted by the shareholders, subject
to the following limitations:
(1) If the board is authorized by the by-laws to change the number  of
directors, whether by amending the by-laws or by taking action under the
specific  provisions  of  a  by-law  adopted  by  the shareholders, such
amendment or action shall require the vote of a majority of  the  entire
board.
(2) No decrease shall shorten the term of any incumbent director.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 703 - Election and Term of Directors.

§ 703. Election and term of directors.
(a) At each annual meeting of shareholders, directors shall be elected
to  hold  office  until  the next annual meeting except as authorized by
section  704  (Classification  of   directors).   The   certificate   of
incorporation  may  provide for the election of one or more directors by
the holders of the shares of any class or series, or by the  holders  of
bonds  entitled to vote in the election of directors pursuant to section
518 (Corporate bonds), voting as a class.
(b) Each director shall hold office until the expiration of  the  term
for  which  he  is elected, and until his successor has been elected and
qualified.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 704 - Classification of Directors.

§ 704. Classification of directors.
(a) The  certificate  of incorporation or the specific provisions of a
by-law adopted by the shareholders may provide  that  the  directors  be
divided  into either two, three or four classes. All classes shall be as
nearly equal in number  as  possible.    The  terms  of  office  of  the
directors  initially  classified  shall be as follows: that of the first
class shall expire at the  next  annual  meeting  of  shareholders,  the
second  class  at the second succeeding annual meeting, the third class,
if any, at the third succeeding annual meeting, and the fourth class, if
any, at the fourth succeeding annual meeting.
(b) At  each  annual  meeting  after  such   initial   classification,
directors  to  replace  those  whose terms expire at such annual meeting
shall be elected to hold  office  until  the  second  succeeding  annual
meeting if there are two classes, the third succeeding annual meeting if
there  are  three  classes,  or  the fourth succeeding annual meeting if
there are four classes.
(c) If directors  are  classified  and  the  number  of  directors  is
thereafter changed:
(1) Any  newly  created directorships or any decrease in directorships
shall be so apportioned among the classes as  to  make  all  classes  as
nearly equal in number as possible.
(2) When  the  number  of  directors is increased by the board and any
newly created directorships are filled by the board, there shall  be  no
classification of the additional directors until the next annual meeting
of shareholders.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 705 - Newly Created Directorships and Vacancies.

§ 705. Newly created directorships and vacancies.
(a) Newly  created  directorships  resulting  from  an increase in the
number of directors and vacancies occurring in the board for any  reason
except  the  removal of directors without cause may be filled by vote of
the board. If the number of the directors then in office is less than  a
quorum,  such newly created directorships and vacancies may be filled by
vote of a majority of the directors then  in  office.  Nothing  in  this
paragraph shall affect any provision of the certificate of incorporation
or  the  by-laws which provides that such newly created directorships or
vacancies shall be filled by vote of the shareholders, or any  provision
of  the  certificate of incorporation specifying greater requirements as
permitted under section 709 (Greater requirements as to quorum and  vote
of directors).
(b) Unless the certificate of incorporation or the specific provisions
of  a by-law adopted by the shareholders provide that the board may fill
vacancies occurring in the board by reason of the removal  of  directors
without  cause,  such  vacancies  may  be  filled  only  by  vote of the
shareholders.
(c) A director elected to  fill  a  vacancy,  unless  elected  by  the
shareholders,  shall  hold office until the next meeting of shareholders
at which the election of directors is in the regular order of  business,
and until his successor has been elected and qualified.
(d)  Unless  otherwise provided in the certificate of incorporation or
by-laws, notwithstanding the provisions of paragraphs  (a)  and  (b)  of
this  section, whenever the holders of any class or classes of shares or
series thereof are entitled to  elect  one  or  more  directors  by  the
certificate  of  incorporation,  any  vacancy  that may be filled by the
board or a majority of the directors then in office, as the case may be,
shall be filled by a majority of the directors elected by such class  or
classes  or series thereof then in office, or, if no such director is in
office, then as provided in paragraph (a) or (b) of this section, as the
case may be.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 706 - Removal of Directors.

§ 706. Removal of directors.
(a) Any  or  all  of the directors may be removed for cause by vote of
the shareholders. The  certificate  of  incorporation  or  the  specific
provisions  of a by-law adopted by the shareholders may provide for such
removal by action of the board, except  in  the  case  of  any  director
elected  by  cumulative  voting,  or by the holders of the shares of any
class or series, or holders  of  bonds,  voting  as  a  class,  when  so
entitled by the provisions of the certificate of incorporation.
(b) If the certificate of incorporation or the by-laws so provide, any
or  all  of  the  directors  may be removed without cause by vote of the
shareholders.
(c) The removal of directors, with or without cause,  as  provided  in
paragraphs (a) and (b) is subject to the following:
(1) In the case of a corporation having cumulative voting, no director
may  be  removed  when  the  votes  cast  against  his  removal would be
sufficient to elect him if voted cumulatively at an  election  at  which
the  same  total  number of votes were cast and the entire board, or the
entire class of directors of which he  is  a  member,  were  then  being
elected; and
(2) When  by  the  provisions  of the certificate of incorporation the
holders of the shares of any class  or  series,  or  holders  of  bonds,
voting  as  a  class,  are  entitled to elect one or more directors, any
director so elected may be removed only by the applicable  vote  of  the
holders  of  the  shares of that class or series, or the holders of such
bonds, voting as a class.
(d) An action to procure a judgment removing a director for cause  may
be  brought  by the attorney-general or by the holders of ten percent of
the outstanding shares, whether or not entitled to vote. The  court  may
bar  from  re-election any director so removed for a period fixed by the
court.
2023 New York Laws › BSC - Business Corporation › Article 7 - Directors and Officers › 707 - Quorum of Directors.

§ 707. Quorum of directors.
Unless  a  greater  proportion  is  required  by  the  certificate  of
  incorporation, a majority of the entire board shall constitute a  quorum
  for  the  transaction  of business or of any specified item of business,
  except that the certificate of incorporation or the by-laws may fix  the
  quorum  at  less  than  a majority of the entire board but not less than
  one-third thereof.