2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 603 - Meetings of Members.

§ 603. Meetings of members.
* (a) Meetings of members 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, the board  of
directors  may,  in  its  sole  discretion,  determine  that meetings of
members  be  held  partially  or   solely   by   means   of   electronic
communication,  the  electronic  service  and/or  platform  by which the
meeting is held shall be the place of the meeting for purposes  of  this
article   if   a   meeting   is  held  solely  by  means  of  electronic
communication. Meetings  conducted  partially  or  solely  by  means  of
electronic  communications  in  reliance  upon  this  paragraph  and any
member's electronic participation in such meetings shall be  subject  to
those  guidelines and procedures as the board adopts, provided the board
shall implement reasonable measures to:  (1)  verify  that  each  person
participating  electronically  is  a  member or a proxy of a member; (2)
provide each  member  participating  electronically  with  a  reasonable
opportunity  to  participate in the meeting, including an opportunity to
propose, object to, and vote upon a specific action to be taken  by  the
members,  and  to  see,  read  or  hear  the  proceedings of the meeting
substantially concurrently with those proceedings; and  (3)  record  and
maintain  a  record  of  any  votes or other actions taken by electronic
communication at the meeting.
* NB Separately amended; cannot be put together
* (a) Meetings of members 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. The  board  of  directors  may,
unless  otherwise  restricted by the certificate of incorporation or the
by-laws, in its sole discretion, determine that meetings of  members  be
held  partially  or  solely  by  means  of electronic communication, the
electronic service and/or platform by which the meeting is held shall be
the place of the meeting for purposes of this article if  a  meeting  is
held  solely  by  means  of electronic communication. Meetings conducted
partially or solely by means of electronic  communications  in  reliance
upon  this  paragraph  and any member's electronic participation in such
meetings shall be subject to those  guidelines  and  procedures  as  the
board adopts, provided the board shall implement reasonable measures to:
(1)  verify that each person participating electronically is a member or
a  proxy  of  a  member;   (2)   provide   each   member   participating
electronically  with  a  reasonable  opportunity  to  participate in the
meeting, including an opportunity to propose, object to, and vote upon a
specific action to be taken by the members, and to see, read or hear the
proceedings  of  the  meeting  substantially  concurrently  with   those
proceedings;  and (3) record and maintain a record of any votes or other
actions taken by electronic communication at the meeting.
* NB Separately amended; cannot be put together
(b) A meeting of the members 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.  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  (a)
of section 1102 (Judicial dissolution; petition by directors or members;
petition in case of deadlock among directors or members).
(c)  Special meetings of the members may be called by the board and by
such person or persons as  may  be  authorized  by  the  certificate  of

incorporation or the by-laws. In any case, such meetings may be convened
by  the  members  entitled  to  cast ten per cent of the total number of
votes entitled to be cast at such meeting, who may, in  writing,  demand
the  call  of  a  special meeting specifying the date and month thereof,
which shall not be less than two nor more than  three  months  from  the
date  of  such  written  demand.  The  secretary of the corporation upon
receiving the written demand shall promptly give notice of such meeting,
or if he fails to do so within five business days thereafter, any member
signing such demand may give such notice. The meeting shall be  held  at
the place fixed in the by-laws or, if not so fixed, at the office of the
corporation.
(d)  A  corporation may provide in its certificate of incorporation or
by-laws adopted by the members for the election  of  representatives  or
delegates,  who,  when assembled within or without the state as directed
by the certificate of incorporation or the by-laws, shall have  and  may
exercise  all  of  the  powers,  rights  and privileges of members at an
annual meeting. When so exercising the powers, rights and privileges  of
members,  such  representatives  or  delegates  shall  be subject in all
respects to the provisions of this chapter governing members.