2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 602 - Meetings of Shareholders.

§ 602. Meetings of shareholders.
* (a)  Meetings  of  shareholders may be held at such place, within or
without this state, as may be fixed by or under the by-laws, or  if  not
so  fixed,  as determined by the board of directors. For the duration of
the state disaster emergency declared by executive order two hundred two
that began on March seventh, two  thousand  twenty,  or  until  December
thirty-first,  two thousand twenty-one, whichever is later, if, pursuant
to this paragraph or the  by-laws  of  the  corporation,  the  board  of
directors  is  authorized  to  determine  the  place  of  a  meeting  of
shareholders, the board  of  directors  may,  in  its  sole  discretion,
determine  that  the  meeting  be  held  solely  by  means of electronic
communication, the platform/service of which shall be the place  of  the
meeting for purpose of this article.
* NB Separately amended; cannot be put together
* (a)  Meetings  of  shareholders may be held at such place, within or
without this state, as may be fixed by or under the by-laws, or  if  not
so  fixed, as determined by the board of directors. If, pursuant to this
paragraph or the by-laws of the corporation, the board of  directors  is
authorized  to  determine  the  place  of a meeting of shareholders, the
board of directors may, in  its  sole  discretion,  determine  that  the
meeting  be  held  solely  by  means  of  electronic  communication, the
platform/service of which shall be the place of the meeting for  purpose
of this article.
* NB Separately amended; cannot be put together
(b)  (i)  A  corporation may, if authorized by the board of directors:
(1) implement reasonable measures to provide shareholders not physically
present  at  a  shareholders'  meeting  a  reasonable   opportunity   to
participate in the proceedings of the meeting substantially concurrently
with  such proceedings; and/or (2) provide reasonable measures to enable
shareholders to vote or grant proxies with respect to matters  submitted
to  the  shareholders  at a shareholders' meeting by means of electronic
communication; provided that the corporation shall, if  applicable,  (A)
implement  reasonable measures to verify that each person deemed present
and  permitted  to  vote  at  the  meeting  by   means   of   electronic
communication  is  a  shareholder of record and (B) keep a record of any
vote or other action taken by a shareholder participating and voting  by
means  of  electronic  communications  at  a  shareholders'  meeting.  A
shareholder participating in a shareholders' meeting by  this  means  is
deemed to be present in person at the meeting.
(ii)  Nothing  required  in  subparagraph  (i) of this paragraph shall
limit, restrict or supersede other forms of voting and participation.
(iii) For purposes  of  this  paragraph,  "reasonable  measures"  with
respect  to  participating  in  proceedings  shall  include,  but not be
limited to, audio webcast or other broadcast  of  the  meeting  and  for
voting  shall  include  but  not  be  limited to telephonic and internet
voting.
(c) A meeting of shareholders shall be held annually for the  election
of directors and the transaction of other business on a date fixed by or
under  the  by-laws. A failure to hold the annual meeting on the date so
fixed or to elect a  sufficient  number  of  directors  to  conduct  the
business  of  the  corporation shall not work a forfeiture or give cause
for dissolution of the corporation, except as provided in paragraph  (c)
of  section  1104  (Petition  in  case  of  deadlock  among directors or
shareholders).
(d) Special meetings of the shareholders may be called  by  the  board
and by such person or persons as may be so authorized by the certificate
of  incorporation  or the by-laws. At any such special meeting only such
business may be transacted which is related to the purpose  or  purposes

set  forth  in the notice required by section 605 (Notice of meetings of
shareholders).
(e)  Except  as  otherwise  required  by this chapter, the by-laws may
designate reasonable procedures for the calling and conduct of a meeting
of shareholders, including but not limited to specifying:  (i)  who  may
call  and who may conduct the meeting, (ii) the means by which the order
of business to be conducted shall be established, (iii)  the  procedures
and  requirements  for  the nomination of directors, (iv) the procedures
with respect to  the  making  of  shareholder  proposals,  and  (v)  the
procedures  to  be  established  for  the  adjournment of any meeting of
shareholders. No amendment of the by-laws pertaining to the election  of
directors  or the procedures for the calling and conduct of a meeting of
shareholders shall affect the election of directors  or  the  procedures
for  the  calling  or  conduct in respect of any meeting of shareholders
unless adequate notice thereof is given to the shareholders in a  manner
reasonably  calculated  to  provide shareholders with sufficient time to
respond thereto prior to such meeting.