reglab/statecodes huggingface dataset:
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 5 - Corporate Finance › 5015 - Capital Notes and Debentures.

§ 5015.  Capital  notes  and  debentures.  No  corporation shall issue
  capital notes or debentures except for money or other property, tangible
  or intangible, or labor or services actually received  by  or  performed
  for  the  corporation  or  for  its  benefit  or  in  its  formation  or
  reorganization, or a combination thereof.  In the absence  of  fraud  in
  the  transaction,  the  judgment  of  the  board  as to the value of the
  consideration received shall be conclusive.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 5-A - Limited Liability Investment Company or Limited Liability Trust Company Finance › 5050 - Company Finance.

§ 5050.  Company finance. Notwithstanding the provisions of title five
  of  this  article,  the  allocation  of  profits  and  losses,  and  the
  distribution  of  cash or other assets of a limited liability investment
  company or limited liability trust company shall be in  accordance  with
  article five of the limited liability company law.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6001 - By-Laws.

§ 6001.  By-laws.  1.  The  initial  by-laws of a corporation shall be
  adopted by its  incorporators.  Except  as  otherwise  provided  in  the
  organization  certificate  under  section six thousand thirteen, by-laws
  may be amended, repealed or adopted by vote of the holders of the shares
  at the time entitled to vote in the election of any directors.  When  so
  provided  in  the  organization  certificate,  a  by-law  adopted by the
  stockholders or a by-law validly adopted prior to the effective date  of
  this  article,  by-laws  may also be amended, repealed or adopted by the
  board, but any by-law adopted by the board may be amended or repealed by
  the stockholders entitled  to  vote  thereon  as  herein  provided.  Any
  reference  in  this  article  to  a "by-law adopted by the stockholders"
  shall include a by-law adopted by the incorporators.
2. If any by-law regulating an  impending  election  of  directors  is
  adopted,  amended  or repealed by the board, there shall be set forth in
  the notice of the next meeting  of  stockholders  for  the  election  of
  directors  the  by-law  so adopted, amended or repealed, together with a
  concise statement of the changes made.
3. The by-laws may contain any provision relating to the  business  of
  the corporation, the conduct of its affairs, its rights or powers or the
  rights or powers of its stockholders, directors, committees or officers,
  not inconsistent with this chapter or any other statute of this state or
  the organization certificate.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6002 - Meetings of Stockholders.

§ 6002.  Meetings  of stockholders. 1. Meetings of stockholders 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, at the office of the corporation
  in this state except that the annual meetings of stockholders  of  banks
  and  trust  companies,  stock-form savings banks, and stock-form savings
  and loan associations shall be held in the city or village in which  the
  office  of  the  bank  or  trust  company,  stock-form  savings bank, or
  stock-form savings and loan association is located.
2. A meeting of stockholders shall be held annually for  the  election
  of directors and the transaction of other business within the first four
  months  of  each  institution's  fiscal year in the case of banks, trust
  companies,  stock-form  savings  banks,  stock-form  savings  and   loan
  associations, and safe deposit companies and on a date fixed by or under
  the  by-laws  in the case of investment companies. 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.
3. Special meetings of the stockholders may be called by the board and
  by such person or persons as may be so authorized  by  the  organization
  certificate or the by-laws.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6003 - Special Meeting for Election of Directors.

§ 6003. Special meeting for election of directors. 1. If, for a period
  of  one  month after the date fixed by or under section six thousand two
  or the by-laws for the annual meeting of stockholders, or if no date has
  been so fixed, for a period of thirteen months after  the  formation  of
  the  corporation or the last annual meeting, there is a failure to elect
  a sufficient  number  of  directors  to  conduct  the  business  of  the
  corporation,  the board shall call a special meeting for the election of
  directors. If such special meeting is not called by the board within two
  weeks after the expiration of such period or if  it  is  so  called  but
  there  is  a  failure to elect such directors for a period of two months
  after the expiration of such period,  holders  of  ten  percent  of  the
  shares  entitled  to  vote  in an election of directors may, in writing,
  demand the call of a special  meeting  for  the  election  of  directors
  specifying  the date and month thereof, which shall not be less than two
  nor more than three months from the date of such call.  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 stockholder  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.
2. At any such special  meeting  called  on  demand  of  stockholders,
  notwithstanding  section six thousand eight, the stockholders attending,
  in person or by proxy, and entitled to vote in an election of  directors
  shall constitute a quorum for the purpose of electing directors, but not
  for the transaction of any other business.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6004 - Fixing Record Date.

§ 6004.  Fixing  record  date.  1.  For the purpose of determining the
stockholders entitled to  notice  of  or  to  vote  at  any  meeting  of
stockholders  or  any  adjournment  thereof, or to express consent to or
dissent from any proposal without a  meeting,  or  for  the  purpose  of
determining  stockholders entitled to receive payment of any dividend or
the allotment of any rights, or for the purpose of any other action, the
by-laws may provide for fixing or, in the absence of such provision, the
board may fix, in advance, a date  as  the  record  date  for  any  such
determination  of  stockholders.  Such date shall not be more than fifty
nor less than ten days before the date of such meeting,  nor  more  than
fifty days prior to any other action.
2. If no record date is fixed:
(a)  The record date for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the  close
of  business on the day next preceding the day on which notice is given,
or, if no notice is given, the day on which the meeting is held.
(b) The record date for determining stockholders for any purpose other
than that specified in paragraph (a) shall be at the close  of  business
on  the  day  on  which  the resolution of the board relating thereto is
adopted.
3. When a determination of stockholders of record entitled  to  notice
of  or  to vote at any meeting of stockholders has been made as provided
in this section, such  determination  shall  apply  to  any  adjournment
thereof, unless the board fixes a new record date under this section for
the adjourned meeting.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6005 - Notice of Meetings of Stockholders.

§ 6005.  Notice  of  meetings  of  stockholders. 1. Whenever under the
  provisions of this chapter stockholders are  required  or  permitted  to
  take any action at a meeting, written notice shall state the place, date
  and  hour  of  the meeting and unless it is the annual meeting, indicate
  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. If, at any meeting,
  action  is  proposed  to  be  taken  which  would,  if  taken,   entitle
  stockholders   fulfilling  the  requirements  of  section  six  thousand
  twenty-two to receive payment for  their  shares,  the  notice  of  such
  meeting  shall include a statement of that purpose and to that effect. A
  copy of the notice of any meeting shall be given, personally or by mail,
  not less than ten nor more than  fifty  days  before  the  date  of  the
  meeting,  to  each  stockholder  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 stockholder at his address
  as  it appears on the record of stockholders, or, if he shall have filed
  with the secretary of the corporation a written request that notices  to
  him  be mailed to some other address, then directed to him at such other
  address. An affidavit of the  secretary  or  other  persons  giving  the
  notice  or  of  the  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.
2.  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 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 stockholder of record on the new record date entitled to notice
  under subdivision one.
3. To the extent that any provision of this section conflicts with any
  other provision of this chapter relating to a notice  of  a  meeting  of
  stockholders, the latter shall prevail.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6006 - Waivers of Notice.

§ 6006.  Waivers of notice. Notice of meeting need not be given to any
  stockholder who submits a signed waiver  of  notice,  in  person  or  by
  proxy,  whether  before  or  after  the  meeting.  The attendance of any
  stockholder at a meeting, in person  or  by  proxy,  without  protesting
  prior  to  the  conclusion  of  the  meeting  the lack of notice of such
  meeting, shall constitute a waiver of notice by him.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6007 - List of Stockholders at Meetings.

§ 6007. List of stockholders at meetings. A list of stockholders as of
  the  record date, certified by the corporate officer responsible for its
  preparation or by a transfer agent, shall be produced at any meeting  of
  stockholders   upon   the  request  thereat  or  prior  thereto  of  any
  stockholder. If the right to vote at  any  meeting  is  challenged,  the
  inspectors  of election, or person presiding thereat, shall require such
  list of stockholders to be produced as evidence  of  the  right  of  the
  persons  challenged  to vote at such meeting, and all persons who appear
  from such list to be stockholders entitled to vote thereat may  vote  at
  such meeting.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6008 - Quorum of Stockholders.

§ 6008.  Quorum  of  stockholders. 1. The holders of a majority of the
  shares entitled to vote thereat shall constitute a quorum at  a  meeting
  of  stockholders for the transaction of any business, provided that when
  a specified item of business is required to be voted on by  a  class  or
  series,  voting  as  a class, the holders of a majority of the shares of
  such class or series shall constitute a quorum for  the  transaction  of
  such specified item of business.
2.  The organization certificate or by-laws may provide for any lesser
  quorum not less than one-third of the shares entitled to vote,  and  the
  organization  certificate  may,  under  section  six  thousand  sixteen,
  provide for a greater quorum.
3. When a quorum is once present to organize  a  meeting,  it  is  not
  broken by the subsequent withdrawal of any stockholders.
4.  The  stockholders  present  may  adjourn  the  meeting despite the
  absence of a quorum.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6009 - Proxies.

§ 6009. Proxies. 1. Every stockholder entitled to vote at a meeting of
stockholders  or  to  express  consent  or dissent without a meeting may
authorize another person or persons to act for him by proxy.
2.  Every  proxy  must  be  signed   by   the   stockholder   or   his
attorney-in-fact. 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  stockholder
executing it, except as otherwise provided in this section.
3.  The authority of the holder of a proxy to act shall not be revoked
by the incompetence or death of the stockholder 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 stockholders.
4.  Except  when  other  provision  shall  have  been  made by written
agreement between the parties, the record holder  of  shares  which  are
held  by  a  pledgee as security or which belong to another, upon demand
therefor and payment of necessary expenses thereof, shall issue  to  the
pledgor  or  to  such owner of such shares a proxy to vote or take other
action thereon.
5. A stockholder 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 six thousand twenty.
6. 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:
(a) A pledgee;
(b) A person who has purchased or agreed to purchase the shares.
7.  Notwithstanding  a  provision  in  a  proxy,  stating  that  it is
irrevocable, the proxy becomes revocable after the pledge  is  redeemed.
This paragraph does not affect the duration of a proxy under subdivision
two.
8.  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.
9. No director, officer, clerk, teller or bookkeeper of a  corporation
shall act as proxy at any meeting of such corporation.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6010 - Selection of Inspectors at Stockholders' Meetings.

§ 6010.  Selection  of  inspectors at stockholders' meetings.   Unless
  otherwise provided  in  the  by-laws,  the  board,  in  advance  of  any
  stockholders'  meeting, may appoint one or more inspectors to act at the
  meeting or any adjournment thereof. If inspectors are not so  appointed,
  the  person presiding at a stockholders' meeting may, and on the request
  of any stockholder entitled to vote thereat shall, appoint one  or  more
  inspectors.  In  case  any  person appointed fails to appear or act, the
  vacancy may be filled by appointment made by the board in advance of the
  meeting or  at  the  meeting  by  the  person  presiding  thereat.  Each
  inspector,  before entering upon the discharge of his duties, shall take
  and sign an oath faithfully to execute the duties of inspector  at  such
  meeting  with  strict  impartiality  and  according  to  the best of his
  ability. No director or officer of the corporation shall be eligible  to
  act as an inspector of an election of directors of such corporation.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6011 - Duties of Inspectors at Stockholders' Meetings.

§ 6011. Duties of inspectors at stockholders' meetings. The inspectors
  shall determine the number of shares outstanding and the voting power of
  each,  the shares represented at the meeting, the existence of a quorum,
  the validity and effect of proxies, and shall receive votes, ballots  or
  consents,  hear  and  determine  all challenges and questions arising in
  connection with the right to vote, count and tabulate all votes, ballots
  or consents, determine the result, and do such acts  as  are  proper  to
  conduct  the  election  or  vote  with  fairness to all stockholders. On
  request of the person  presiding  at  the  meeting  or  any  stockholder
  entitled  to vote thereat, the inspectors shall make a report in writing
  of any challenge, question or matter determined by them  and  execute  a
  certificate of any fact found by them. Any report or certificate made by
  them  shall  be prima facie evidence of the facts stated and of the vote
  as certified by them. Each inspector shall be entitled to  a  reasonable
  compensation for his services, to be paid by the corporation.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6013 - Limitations on Right to Vote.

§ 6013. Limitations on right to vote. The organization certificate may
  provide,  except  as  limited  by  section  five  thousand  one,  either
  absolutely or conditionally, that the holders of any designated class or
  series of shares shall not be entitled to  vote,  or  it  may  otherwise
  limit  or  define the respective voting powers of the several classes or
  series of shares, and, except as otherwise  provided  in  this  chapter,
  such  provisions  of  such certificate shall prevail, according to their
  tenor, in all elections and in all proceedings, over the  provisions  of
  this chapter which authorize any action by the stockholders.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6014 - Vote of Stockholders.

§ 6014.  Vote of stockholders. 1. Directors shall, except as otherwise
  required by this article or by the organization certificate as permitted
  by this article, be elected by a  plurality  of  the  votes  cast  at  a
  meeting of stockholders by the holders of shares entitled to vote in the
  election.
2.   Whenever  any  corporate  action,  other  than  the  election  of
  directors,  is  to  be  taken  under  this  chapter  by  vote   of   the
  stockholders,  it shall, except as otherwise required by this chapter or
  by the  organization  certificate  as  permitted  by  this  article,  be
  authorized  by a majority of the votes cast at a meeting of stockholders
  by the holders of shares entitled to vote thereon.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6015 - Written Consent of Stockholders, Subscribers or Incorporators Without a Meeting.

§ 6015.  Written consent of stockholders, subscribers or incorporators
  without a meeting. 1.  Whenever  under  this  chapter  stockholders  are
  required  or  permitted  to  take any action by vote, such action may be
  taken without a meeting on written consent, setting forth the action  so
  taken,  signed by the holders of all outstanding shares entitled to vote
  thereon. This subdivision shall not be construed to alter or modify  the
  provisions   of   any  section  or  any  provision  in  an  organization
  certificate not inconsistent with this chapter under which  the  written
  consent of the holders of less than all outstanding shares is sufficient
  for corporate action.
2. Written consent thus given by the holders of all outstanding shares
  entitled  to  vote  shall  have  the  same effect as a unanimous vote of
  stockholders and any certificate with respect to  the  authorization  or
  taking of any such action which is to be delivered to the superintendent
  shall recite that the authorization was by unanimous written consent.
3.  When there are no stockholders of record, such action may be taken
  on the  written  consent  signed  by  a  majority  in  interest  of  the
  subscribers  for  shares whose subscriptions have been accepted or their
  successors in interest or, if no subscription has been accepted, on  the
  written  consent  signed  by  a  majority  of  the incorporators. If any
  incorporator dies or is for any reason  unable  to  act,  the  other  or
  others  may act. If there is no incorporator able to act, any person for
  whom an incorporator was acting as agent may act in  his  stead,  or  if
  such  other  person  also  dies  or is for any reason unable to act, his
  legal representative may act.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6016 - Greater Requirement as to Quorum and Vote of Stockholders.

§ 6016.  Greater requirement as to quorum and vote of stockholders. 1.
The organization certificate may contain provisions specifying either or
both of the following:
(a) That the proportion of shares, or the proportion of shares of  any
class or series thereof, the holders of which shall be present in person
or  by  proxy  at  any  meeting of stockholders in order to constitute a
quorum for the transaction of any business or of any specified  item  of
business, including amendments to the organization certificate, shall be
greater than the proportion prescribed by this chapter in the absence of
such provision.
(b)  That  the proportion of votes of the holders of shares, or of the
holders of shares  of  any  class  or  series  thereof,  that  shall  be
necessary  at  any  meeting  of  stockholders for the transaction of any
business or of any specified item of business, including  amendments  to
the  organization  certificate,  shall  be  greater  than the proportion
prescribed by this chapter in the absence of such provision.
2. An amendment of the organization certificate which adds a provision
permitted by this section  or  which  changes  or  strikes  out  such  a
provision,  shall  be authorized at a meeting of stockholders by vote of
the holders of two-thirds of all outstanding  shares  entitled  to  vote
thereon,  or  of such greater proportion of shares or class or series of
shares, as may be provided specifically in the organization  certificate
for  adding,  changing  or  striking  out  a provision permitted by this
section.
3. If the organization  certificate  of  any  corporation  contains  a
provision  authorized  by  this section, the existence of such provision
shall be noted conspicuously on the face or back  of  every  certificate
for shares issued by such corporation.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6017 - Voting by Class or Classes of Shares.

§ 6017.  Voting  by  class  or  classes of shares. 1. The organization
  certificate may contain provisions specifying that any class or  classes
  of  shares  or of any series thereof shall vote as a class in connection
  with the transaction of  any  business  or  of  any  specified  item  of
  business  at  a  meeting  of  stockholders,  including amendments to the
  organization certificate.
2.  Where  voting  as  a  class  is  provided  in   the   organization
  certificate, it shall be by the proportionate vote so provided or, if no
  proportionate  vote  is  provided,  in  the  election of directors, by a
  plurality of the votes cast at such meeting by the holders of shares  of
  such  class entitled to vote in the election, or for any other corporate
  action, by a majority of the votes cast at such meeting by  the  holders
  of shares of such class entitled to vote thereon.
3.  Such  voting  by  class  shall  be  in addition to any other vote,
  including  vote  by  class,  required  by  this  chapter  and   by   the
  organization certificate as permitted by this article.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6018 - Cumulative Voting.

§ 6018.   Cumulative  voting.  The  organization  certificate  of  any
  corporation may provide that in  all  elections  of  directors  of  such
  corporation each stockholder shall be entitled to as many votes as shall
  equal  the  number  of  votes  which,  except  for such provisions as to
  cumulative voting, he would be entitled to  cast  for  the  election  of
  directors  with  respect  to  his  shares  multiplied  by  the number of
  directors to be elected, and that he may cast all of such  votes  for  a
  single director or may distribute them among the number to be voted for,
  or  any  two  or  more  of  them,  as  he may see fit, which right, when
  exercised, shall be termed cumulative voting.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6019 - Powers of Supreme Court Respecting Elections.

§ 6019.  Powers  of  supreme  court  respecting  elections.  Upon  the
  petition of any stockholder aggrieved by an election, and upon notice to
  the persons declared elected thereat, the  corporation  and  such  other
  persons  as  the  court  may direct, the supreme court at a special term
  held within the judicial district where the office of the corporation is
  located shall forthwith hear the proofs and allegations of the  parties,
  and  confirm  the  election,  order  a  new election, or take such other
  action as justice may require.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6020 - Agreements as to Voting.

§ 6020.  Agreements  as  to  voting.  An agreement between two or more
  stockholders, if in writing and  signed  by  the  parties  thereto,  may
  provide  that  in  exercising any voting rights, the shares held by them
  shall be voted as  therein  provided,  or  as  they  may  agree,  or  as
  determined in accordance with a procedure agreed upon by them.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6024 - Infant Securityholders.

§ 6024.  Infant  securityholders. 1. A corporation may treat an infant
  who holds shares, capital notes or debentures  of  such  corporation  as
  having  capacity  to receive and to empower others to receive dividends,
  interest, principal and other payments and  distributions,  to  vote  or
  express consent or dissent, in person or by proxy, and to make elections
  and   exercise   rights  relating  to  such  shares,  capital  notes  or
  debentures, unless,  in  the  case  of  shares,  the  corporate  officer
  responsible  for  maintaining  the  list of stockholders or the transfer
  agent of the corporation or, in the case of capital notes or debentures,
  the paying officer or agent has received written notice that such holder
  is an infant.
2. An infant holder of  shares,  capital  notes  or  debentures  of  a
  corporation  who has received or empowered others to receive payments or
  distributions, voted  or  expressed  consent  or  dissent,  or  made  an
  election  or  exercised  a  right  relating thereto, shall have no right
  thereafter to disaffirm or avoid, as against the corporation,  any  such
  act  on  his part, unless prior to such receipt, vote, consent, dissent,
  election or exercise, as to shares, the  corporate  officer  responsible
  for  maintaining  the  list of stockholders or its transfer agent, or in
  the case of capital notes or debentures, the paying officer or agent had
  received written notice that such holder was an infant.
3. This section does not limit any other statute which authorizes  any
  corporation  to  deal with an infant or limits the right of an infant to
  disaffirm his acts.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6025 - Stockholders' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor.

§ 6025.  Stockholders'  derivative  action brought in the right of the
  corporation to procure a judgment in its favor.  1.  An  action  may  be
  brought  in  the  right  of  a  corporation to procure a judgment in its
  favor, by a holder of shares or of a beneficial interest in such shares.
2. In any such action, it shall be made to appear that  the  plaintiff
  is such a holder at the time of bringing the action and that he was such
  a  holder  at the time of the transaction of which he complains, or that
  his shares or his interest therein devolved upon  him  by  operation  of
  law.
3.   In   any   such  action,  the  complaint  shall  set  forth  with
  particularity the efforts of the plaintiff to secure the  initiation  of
  such action by the board or the reasons for not making such effort.
4.  Such  action  shall  not  be discontinued, compromised or settled,
  without the approval of the court having jurisdiction of the action.  If
  the court shall determine that the interest of the stockholders  of  any
  class  or  classes  thereof  will  be  substantially  affected  by  such
  discontinuance, compromise, or settlement, the court, in its discretion,
  may direct that notice, by publication or otherwise, shall be  given  to
  the  stockholders  or  class  or  classes  thereof  whose  interests  it
  determines will be so affected; if notice is so directed  to  be  given,
  the  court  may determine which one or more of the parties to the action
  shall bear the expense of giving the same, in such amount as  the  court
  shall  determine and find to be reasonable in the circumstances, and the
  amount of such expense shall be awarded as special costs of  the  action
  and recoverable in the same manner as statutory taxable costs.
5. If the action on behalf of the corporation was successful, in whole
  or  in  part, or if anything was received by the plaintiff or plaintiffs
  or a claimant or claimants as the result of a  judgment,  compromise  or
  settlement of an action or a claim, the court may award the plaintiff or
  plaintiffs,   claimant  or  claimants,  reasonable  expenses,  including
  reasonable attorney's fees, and shall direct him or them to  account  to
  the  corporation for the remainder of the proceeds so received by him or
  them. This subdivision shall not apply to any judgment rendered for  the
  benefit  of  injured  stockholders only and limited to a recovery of the
  loss or damage sustained by them.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6 - Stockholders › 6026 - Security for Expenses in Stockholders' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor.

§ 6026.  Security  for  expenses  in  stockholders'  derivative action
  brought in the right of the corporation to procure  a  judgment  in  its
  favor.  In  any action specified in section six thousand twenty-five, if
  the plaintiff or plaintiffs hold less than five percent of any class  of
  the   outstanding  shares  or  hold  a  beneficial  interest  in  shares
  representing less than five percent of any class of  such  shares,  then
  unless   the  shares  and  beneficial  interest  of  such  plaintiff  or
  plaintiffs have a fair value in excess of fifty  thousand  dollars,  the
  corporation  in  whose right such action is brought shall be entitled at
  any stage of the  proceedings  before  final  judgment  to  require  the
  plaintiff  or  plaintiffs  to give security for the reasonable expenses,
  including attorney's fees, which may be incurred  by  it  in  connection
  with  such  action  and  by  the  other  parties defendant in connection
  therewith for  which  the  corporation  may  become  liable  under  this
  article,  under  any  contract  or  otherwise  under  law,  to which the
  corporation shall have recourse in  such  amount  as  the  court  having
  jurisdiction of such action shall determine upon the termination of such
  action.  The amount of such security may thereafter from time to time be
  increased  or  decreased  in  the  discretion  of   the   court   having
  jurisdiction  of such action upon showing that the security provided has
  or may become inadequate or excessive.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 6-A - Membership in a Limited Liability Investment Company or a Limited Liability Trust Company › 6050 - Company Membership.

§ 6050.  Company  membership.    The  members  of  a limited liability
  investment company or limited liability trust company shall have all  of
  the rights and obligations as set forth in the limited liability company
  law, except as otherwise provided in this chapter.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 7 - Directors and Officers › 7001 - Board of Directors; Qualifications and Disqualifications.

§ 7001.  Board  of directors; qualifications and disqualifications. 1.
The affairs of  every  corporation  shall  be  managed  by  a  board  of
directors, each of whom shall be at least eighteen years of age.
2.  (a) At least one-half of the directors of a bank or trust company,
stock-form savings bank, or stock-form savings and loan association must
be citizens of the United States at  the  time  of  their  election  and
during their continuance in office.
(b) At least one-third of the directors of a safe deposit company must
be  citizens of the United States and domiciliaries of this state at the
time of their election and during their continuance in office.
(c) At least one of the directors of an investment company shall be  a
citizen of the United States and a resident of this state.
3.  Each  director  of an investment company shall be a stockholder of
such company unless otherwise provided in the organization  certificate,
or in a by-law adopted by a stockholders' meeting.
4.  No  more  than  one-third  of  the  directors of any bank or trust
company,  stock-form  savings  bank,  or  stock-form  savings  and  loan
association with capital stock, surplus fund and undivided profits in an
amount  in excess of that determined by regulation of the superintendent
pursuant to this subdivision shall be active officers  or  employees  of
the  corporation.    Each  person lawfully serving as director of such a
corporation at the time such regulation takes effect, or any  amount  as
determined  therein  is  modified,  and who is then an active officer or
employee of the corporation, may continue to serve as a  director  until
the   expiration  of  the  term  for  which  such  person  was  elected,
notwithstanding the fact that by reason thereof more than  one-third  of
the  directors  of  the  corporation  are  active  officers or employees
thereof.
5. Every person lawfully serving as a director  of  a  bank  or  trust
company,  stock-form  savings  bank,  or  stock-form  savings  and  loan
association at the time this act takes effect, who is not a  citizen  of
the  United  States,  may  continue  to  serve  as  a director until the
expiration of the term for which he  was  elected  notwithstanding  such
lack  of  citizenship,  and if otherwise qualified shall be eligible for
re-election as a director of  the  bank  or  trust  company,  stock-form
savings  bank, or stock-form savings and loan association of which he is
a director at the time this act takes effect.
6. The organization certificate or the by-laws of  a  corporation  may
prescribe other qualifications for directors.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 7 - Directors and Officers › 7002 - Number of Directors; Definition of "Entire Board".

§ 7002.  Number of directors; definition of "entire board". 1. (a) The
number of directors constituting the entire  board  of  every  bank  and
trust  company, stock-form savings bank, and stock-form savings and loan
association shall be not less than five nor more  than  fifteen,  except
that  any  such  corporation  with  capital  stock,  surplus  funds  and
undivided profits of two million dollars or more may have not less  than
seven nor more than twenty, and any such corporation with capital stock,
surplus  funds and undivided profits of five million dollars or more may
have  not  less  than  seven  nor  more  than  thirty   directors.   The
superintendent  may  in his or her discretion permit (i) a bank or trust
company,  stock-form  savings  bank,  or  stock-form  savings  and  loan
association having less than five million dollars capital stock, surplus
funds and undivided profits, to have not more than thirty directors, and
(ii)  a  bank  or  trust company, stock-form savings bank, or stock-form
savings and loan association  which  is  a  subsidiary,  as  defined  in
subdivision  five  of  section one hundred forty-one of this chapter, to
have less than the minimum number of directors provided herein.
(b) The number of directors constituting the entire board shall be not
less than five nor more than thirteen in the  case  of  a  safe  deposit
company, and not less than five in the case of an investment company.
2.  If  the  organization  certificate  does not specify the number of
directors, the by-laws may prescribe the manner in which the  number  is
to  be  determined  and  the  manner  in which the number may be changed
within  the  maximum  and  minimum   limitations   prescribed   in   the
organization certificate or an amendment thereof.
3.  As  used  in this article, the term "entire board" means the total
number of directors which a corporation would  have  if  there  were  no
vacancies.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 7 - Directors and Officers › 7003 - Election and Tenure of Directors.

§ 7003. Election and tenure of directors. 1. At each annual meeting of
  stockholders of a corporation, the stockholders shall elect directors to
  hold  office  until  the  next  annual  meeting  except as authorized by
  section  seven  thousand  four  of  this   article.   The   organization
  certificate may provide for the election of one or more directors by the
  holders of the stock of any class or series, voting as a class.
2.  Each  director  shall, unless sooner removed or disqualified, hold
  office until the expiration of the term for which  he  is  elected,  and
  until his successor has been elected and qualified.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 7 - Directors and Officers › 7004 - Classification of Directors.

§ 7004.  Classification of directors. 1. The board of directors of any
bank or trust company, stock-form savings bank,  or  stock-form  savings
and  loan  association  may  be  classified into three classes as nearly
equal as may be, with the terms of office of  one  class  expiring  each
year,  and such corporations may make provisions for such classification
in their by-laws.
2. In the case of corporations other than banks and  trust  companies,
stock-form savings banks, and stock-form savings and loan associations:
(a)  The  organization  certificate  or  the  specific provisions of a
by-law adopted by the stockholders may provide  that  the  directors  be
divided  into either two, three or four classes. All classes shall be as
nearly equal in number as possible, and no class shall include less than
three  directors.  The  terms  of  office  of  the  directors  initially
classified  shall be as follows: that of the first class shall expire at
the next annual meeting of stockholders, the second class at the  second
succeeding  annual  meeting,  the  third  class,  if  any,  at the third
succeeding annual meeting, and the fourth class, if any, at  the  fourth
succeeding annual meeting.
(b)   At  each  annual  meeting  after  such  initial  classification,
directors to replace those whose terms expire  at  such  annual  meeting
shall  be  elected  to  hold  office  until the second succeeding annual
meeting if there are two classes, the third succeeding annual meeting if
there are three classes, or the  fourth  succeeding  annual  meeting  if
there are four classes.
(c)  If  directors  are  classified  and  the  number  of directors is
thereafter changed:
(1) Any newly created directorships or any decrease  in  directorships
shall  be  so  apportioned  among  the classes as to make all classes as
nearly equal in number as possible.
(2) When the number of directors is increased by  the  board  and  any
newly  created  directorships are filled by the board, there shall be no
classification of the additional directors until the next annual meeting
of stockholders.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 7 - Directors and Officers › 7006 - Removal of Directors.

§ 7006.  Removal  of  directors. 1. Any or all of the directors may be
removed  for  cause  by  vote  of  the  stockholders.  The  organization
certificate  or  the  specific  provisions  of  a  by-law adopted by the
stockholders may provide for such removal by action of the board, except
in the case of any director elected by  cumulative  voting,  or  by  the
holders of the shares of any class or series, voting as a class, when so
entitled by the provisions of the organization certificate.
2.  If  the organization certificate or the by-laws so provide, any or
all of the directors may  be  removed  without  cause  by  vote  of  the
stockholders.
3.  The  removal  of  directors, with or without cause, as provided in
subdivisions one and two, is subject to the following:
(a) In the case of a corporation having cumulative voting, no director
may be removed  when  the  votes  cast  against  his  removal  would  be
sufficient  to  elect  him if voted cumulatively at an election at which
the same total number of votes were cast and the entire  board,  or  the
entire  class  of  directors  of  which  he is a member, were then being
elected; and
(b) When by the provisions of the organization certificate the holders
of the shares of any class or series, voting as a class, are entitled to
elect one or more directors, any director so elected may be removed only
by the applicable vote of the holders of the shares  of  that  class  or
series, voting as a class.
4. This section does not affect the powers of the superintendent under
section forty-one of this chapter.
2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 7 - Directors and Officers › 7007 - Quorum of Directors.

§ 7007.  Quorum  of  directors.  1. Subject to subdivision two of this
  section, unless a greater proportion is  required  by  the  organization
  certificate,  a  majority  of the entire board shall constitute a quorum
  for the transaction of business or of any specified  item  of  business,
  except  that  the  organization  certificate  or the by-laws may fix the
  quorum at less than a majority of the entire board  but  not  less  than
  one-third thereof.
2.   Notwithstanding  any  provision  contained  in  its  organization
  certificate, a bank  or  trust  company,  stock-form  savings  bank,  or
  stock-form  savings  and loan association may provide in its by-laws the
  number of directors necessary to constitute a quorum at meetings of  its
  board.  Such  number shall not be less than five nor less than one-third
  of the entire board except that a  bank  or  trust  company,  stock-form
  savings bank, or stock-form savings and loan association having not more
  than  seven  directors  may  provide  for  a  quorum  of not less than a
  majority of such directors.