2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 609 - Proxies.

§ 609. Proxies.
(a) Every shareholder entitled to vote at a meeting of shareholders or
to  express  consent  or dissent without a meeting may authorize another
person or persons to act for him by proxy.
(b) 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 shareholder executing it,
except as otherwise provided in this section.
(c) The authority of the holder of a proxy to act shall not be revoked
by the incompetence or death of the shareholder 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 of shareholders.
(d) Except  when  other  provision  shall  have  been  made by written
agreement between the parties, the record  holder  of  shares  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 shares, upon  demand
therefor  and  payment of necessary expenses thereof, a proxy to vote or
take other action thereon.
(e) A shareholder 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 620  (Agreements  as  to  voting;
provision  in  certificate of incorporation as to control of directors);
provided, however, that this paragraph shall not apply to votes, proxies
or consents given by holders of preferred shares in  connection  with  a
proxy  or  consent solicitation made available on identical terms to all
holders of shares of the same class or series  and  remaining  open  for
acceptance for at least twenty business days.
(f) 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:
(1) A pledgee;
(2) A person who has purchased or agreed to purchase the shares;
(3) 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;
(4) 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;
(5) A  person  designated by or under an agreement under paragraph (a)
of section 620.
(g) 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 paragraph (a) of section 620 has terminated; and,  in  a
case  provided  for  in  subparagraphs (f) (3) or (4), becomes revocable
three years after the date of the proxy or at 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 paragraph (b).
(h) A proxy may be revoked,  notwithstanding  a  provision  making  it
irrevocable, by a purchaser of shares 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
certificate representing such shares.
(i)  Without  limiting the manner in which a shareholder 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 shareholder may grant such authority.
(1) A shareholder may execute a writing authorizing another person  or
persons  to  act from him as proxy. Execution may be accomplished by the
shareholder or the shareholder'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  shareholder may authorize another person or persons to act for
the shareholder as proxy by transmitting or authorizing the transmission
of a telegram, cablegram or other means of  electronic  transmission  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 who will be the holder of the proxy to  receive
such  transmission,  provided that any such telegram, cablegram or other
means of electronic transmission must either set forth or  be  submitted
with  information  from  which  it can be reasonably determined that the
telegram, cablegram or other electronic transmission was  authorized  by
the  shareholder. If it is determined that such telegrams, cablegrams or
other electronic transmissions are 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.
(j)  Any  copy,  facsimile   telecommunication   or   other   reliable
reproduction   of  the  writing  or  transmission  created  pursuant  to
paragraph (i) 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.