2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 605 - Notice of Meetings of Shareholders.

§ 605. Notice of meetings of shareholders.
(a)  Whenever  under  the  provisions of this chapter shareholders are
required or permitted to take any action at a meeting, notice  shall  be
given  stating  the  place,  date  and hour of the meeting, the means of
electronic  communications,  if   any,   by   which   shareholders   and
proxyholders  may participate in the proceedings of the meeting and vote
or grant proxies at such meeting and, unless it is the  annual  meeting,
indicating  that it is being issued by or at the direction of the person
or persons calling the meeting. Notice of a special meeting  shall  also
state the purpose or purposes for which the meeting is called. Notice of
any  meeting  of  shareholders  may be written or electronic. If, at any
meeting, action is proposed to be taken which would, if  taken,  entitle
shareholders  fulfilling  the  requirements of section 623 (Procedure to
enforce shareholder's right to receive payment for  shares)  to  receive
payment  for  their  shares,  the notice of such meeting shall include a
statement of that purpose and to that effect and shall be accompanied by
a copy of section 623 or an outline of its material terms. Notice of any
meeting shall be given not fewer than  ten  nor  more  than  sixty  days
before  the date of the meeting, provided, however, that such notice may
be given by third class mail not fewer than twenty-four  nor  more  than
sixty  days before the date of the meeting, to each shareholder entitled
to vote at such meeting. If mailed, such notice is given when  deposited
in the United States mail, with postage thereon prepaid, directed to the
shareholder  at the shareholder's address as it appears on the record of
shareholders, or, if the shareholder shall have filed with the secretary
of the corporation a request that notices to the shareholder  be  mailed
to  some  other  address, then directed to him at such other address. If
transmitted electronically, such notice is given when  directed  to  the
shareholder's  electronic mail address as supplied by the shareholder to
the secretary of the corporation or as otherwise  directed  pursuant  to
the  shareholder's  authorization  or  instructions. An affidavit of the
secretary or other person giving the notice or of a  transfer  agent  of
the  corporation that the notice required by this section has been given
shall, in the absence of fraud, be prima facie  evidence  of  the  facts
therein stated.
(b) When a meeting is adjourned to another time or place, it shall not
be  necessary,  unless the by-laws require otherwise, to give any notice
of the adjourned meeting if the time and place to which the  meeting  is
adjourned  and  the means of electronic communications, if any, by which
shareholders and proxyholders may participate in the proceedings of  the
meeting and/or vote or grant proxies at the meeting are announced at the
meeting  at which the adjournment is taken, and at the adjourned meeting
any business may be transacted that might have been  transacted  on  the
original  date  of  the  meeting.  However, if after the adjournment the
board fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of  record  on  the
new record date entitled to notice under paragraph (a).
(c)  Nothing  required in paragraphs (a) and (b) of this section shall
limit, restrict or supersede other forms of voting and participation.