2023 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.