2023 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.