2006 New York Code - Special Meeting For Election Of Directors.

 
  § 604. Special meeting for election of directors.
    (a) If, for a period of one month after the date fixed by or under the
  by-laws  for  the  annual  meeting of members 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,  members  entitled to cast one
  hundred votes or ten per cent of the total number of votes  entitled  to
  be  cast  in  an  election  of  directors,  whichever is lesser, 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 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.
    (b) At any such special meeting  called  on  the  demand  of  members,
  notwithstanding  section 608 (Quorum of members), the members 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.