2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 612 - Qualification of Voters.

§ 612. Qualification of voters.
(a) Every  shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in  his  name  on  the
record  of shareholders, unless otherwise provided in the certificate of
incorporation.
(b) Treasury shares and shares held by  another  domestic  or  foreign
corporation of any type or kind, if a majority of the shares entitled to
vote  in  the election of directors of such other corporation is held by
the corporation, shall not be shares entitled to vote or to  be  counted
in determining the total number of outstanding shares.
(c) Shares  held by an administrator, executor, guardian, conservator,
committee, or other fiduciary, except a trustee, may be  voted  by  him,
either  in  person or by proxy, without transfer of such shares into his
name. Shares held by a trustee may be voted by him, either in person  or
by  proxy,  only after the shares have been transferred into his name as
trustee or into the name of his nominee.
(d) Shares held by or under the control of a receiver may be voted  by
him  without the transfer thereof into his name if authority so to do is
contained in an order of the court by which such receiver was appointed.
(e) A shareholder whose shares are pledged shall be entitled  to  vote
such  shares until the shares have been transferred into the name of the
pledgee, or a nominee of the pledgee.
(f) Redeemable shares which have been called for redemption shall  not
be  deemed  to  be  outstanding  shares  for  the  purpose  of voting or
determining the total number of shares entitled to vote on any matter on
and after the date on which written notice of redemption has  been  sent
to  holders  thereof and a sum sufficient to redeem such shares has been
deposited with a bank or trust company with irrevocable instruction  and
authority  to pay the redemption price to the holders of the shares upon
surrender of certificates therefor.
(g) Shares standing  in  the  name  of  another  domestic  or  foreign
corporation  of  any type or kind may be voted by such officer, agent or
proxy as the by-laws of such corporation may provide, or, in the absence
of such provision, as the board of such corporation may determine.
(h) If shares are registered  on  the  record  of  shareholders  of  a
corporation  in  the  name  of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common,  tenants  by
the  entirety  or  otherwise,  or  if  two or more persons have the same
fiduciary relationship respecting the same shares, unless the  secretary
of  the  corporation  is  given  written  notice  to the contrary and is
furnished with a copy of the instrument  or  order  appointing  them  or
creating  the  relationship  wherein  it is so provided, their acts with
respect to voting shall have the following effect:
(1) If only one votes, the vote shall be accepted by  the  corporation
as the vote of all;
(2) If  more than one vote, the act of the majority so voting shall be
accepted by the corporation as the vote of all;
(3) If more than one vote, but the vote  is  equally  divided  on  any
particular  matter,  the  vote shall be accepted by the corporation as a
proportionate vote of the shares; unless the corporation  has  evidence,
on  the record of shareholders or otherwise, that the shares are held in
a  fiduciary  capacity.  Nothing  in  this  paragraph  shall  alter  any
requirement  that  the  exercise  of  fiduciary  powers  be  by act of a
majority, contained in any law applicable to  such  exercise  of  powers
(including section 10-10.7 of the estates, powers and trusts law);
(4) When shares as to which the vote is equally divided are registered
on  the  record of shareholders of a corporation in the name of, or have
passed by operation of law or by virtue of any deed of  trust  or  other

instrument  to two or more fiduciaries, any court having jurisdiction of
their accounts, upon petition by any of such fiduciaries or by any party
in interest, may direct the voting of such shares for the best  interest
of  the  beneficiaries.  This  subparagraph  shall not apply in any case
where the instrument or order of the court appointing fiduciaries  shall
otherwise direct how such shares shall be voted; and
(5) If  the  instrument  or  order  furnished  to  the  secretary of a
corporation shows that  a  tenancy  is  held  in  unequal  interests,  a
majority or equal division for the purposes of this paragraph shall be a
majority or equal division in interest.
(i) Notwithstanding  the  foregoing paragraphs, a corporation shall be
protected in treating the persons in whose names  shares  stand  on  the
record of shareholders as the owners thereof for all purposes.