2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 611 - Duties of Inspectors at Shareholders' Meetings.

§ 611. Duties of inspectors at shareholders' meetings.
(a)  The  inspectors  shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect  of  proxies,  and  shall
receive  votes,  ballots  or consents, hear and determine all challenges
and questions arising in connection with the right to  vote,  count  and
tabulate  all  votes,  ballots or consents, determine the result, and do
such acts as are proper to conduct the election or vote with fairness to
all shareholders.  On request of the person presiding at the meeting  or
any  shareholder  entitled  to vote thereat, the inspectors shall make a
report in writing of any challenge, question  or  matter  determined  by
them  and execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima  facie  evidence  of  the  facts
stated and of the vote as certified by them.
(b)  In  determining the validity and counting of proxies, ballots and
consents, the inspectors shall be  limited  to  an  examination  of  the
proxies,  any  envelopes  submitted with those proxies and consents, any
information provided in accordance with section 609  (Proxies),  ballots
and  the  regular  books and records of the corporation, except that the
inspectors may consider  other  reliable  information  for  the  limited
purpose  of reconciling proxies, ballots and consents submitted by or on
behalf of banks,  brokers,  their  nominees  or  similar  persons  which
represent  more  votes  than  the holder of a proxy is authorized by the
record owner to cast or more votes than the stockholder holds of record.
If the inspectors consider other reliable information  for  the  limited
purpose  permitted  herein,  the  inspectors at the time they make their
certification pursuant to paragraph (a) of this  section  shall  specify
the  precise  information  considered  by  them  including the person or
persons from whom they obtained the information,  when  the  information
was  obtained,  the  means by which the information was obtained and the
basis for the inspectors' belief that such information is reliable.
(c) The date and time (which need not be a particular time of day)  of
the  opening and the closing of the polls for each matter upon which the
shareholders will vote at a meeting shall be  announced  by  the  person
presiding at the meeting at the beginning of the meeting and, if no date
and  time  is  so  announced,  the  polls  shall close at the end of the
meeting, including  any  adjournment  thereof.  No  ballot,  proxies  or
consents,  nor  any  revocation  thereof  or  changes  thereto, shall be
accepted by the inspectors after the closing of polls in accordance with
section 605 (Notice of meetings  of  shareholders)  unless  the  supreme
court  at  a  special  term  held within the judicial district where the
office of the corporation is located upon application by  a  shareholder
shall determine otherwise.
(d)  Unless  otherwise provided in the certificate of incorporation or
by-laws, paragraphs (a) and (c) 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 paragraphs (a) and (c) of this section.