2006 New York Code - Proxies.

 
  § 609. Proxies.
    (a)  Except  as otherwise provided in the certificate of incorporation
  or the by-laws:
    (1) Every member entitled to vote  at  a  meeting  of  members  or  to
  express  consent  or  dissent  without  a  meeting may authorize another
  person or persons to act for him by proxy.
    (2) 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 member 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  member 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  or  record  of
  members.
    (4)  Except  when  other  provision  shall  have  been made by written
  agreement between the parties, the record holder of capital certificates
  which he holds as pledgee or otherwise as security or  which  belong  to
  another,  shall  issue  to  the pledgor or to such owner of such capital
  certificates, upon demand therefor and  payment  of  necessary  expenses
  thereof, a proxy to vote or take other action thereon.
    (5)  A  member 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 619 (Agreements as to voting).
    (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 capital
  certificates.
    (C) A creditor or creditors of the corporation who extend or  continue
  credit  to  the  corporation  in consideration of the proxy if the proxy
  states  that  it  was  given  in  consideration  of  such  extension  or
  continuation  of  credit, the amount thereof, and the name of the person
  extending or continuing credit.
    (D) A person who has contracted to perform services as an  officer  of
  the  corporation,  if a proxy is required by the contract of employment,
  if the proxy states that it was given in consideration of such  contract
  of  employment,  the  name  of the employee and the period of employment
  contracted for.
    (E) A person designated by or under an agreement under section 619.
    (7) Notwithstanding a  provision  in  a  proxy,  stating  that  it  is
  irrevocable,  the  proxy becomes revocable after the pledge is redeemed,
  or the debt of the corporation is paid,  or  the  period  of  employment
  provided  for  in  the  contract  of  employment  has terminated, or the
  agreement under section 619 has terminated; and, in a case provided  for
  in subparagraphs (6) (C) or (D), becomes revocable three years after the
  date  of  the proxy or the end of the period, if any, specified therein,
  whichever period is less, unless the period of irrevocability is renewed
  from time to time by  the  execution  of  a  new  irrevocable  proxy  as
  provided in this section. This paragraph does not affect the duration of
  a proxy under subparagraph (2).
    (8)  A  proxy  may  be  revoked, notwithstanding a provision making it
  irrevocable, by a purchaser of capital certificates 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 capital
  certificate.
    (b) Without limiting the  manner  in  which  a  member  may  authorize
  another  person or persons to act for him as proxy pursuant to paragraph
  (a) of this section, the following shall constitute  a  valid  means  by
  which a member may grant such authority:
    (1)  A  member  may  execute  a  writing authorizing another person or
  persons to act for him as proxy. Execution may be  accomplished  by  the
  member  or  the member's authorized officer, director, employee or agent
  signing such writing or causing his or her signature to  be  affixed  to
  such  writing  by any reasonable means including, but not limited to, by
  facsimile signature.
    (2) A member may authorize another person or persons to  act  for  the
  member  as  proxy  by  transmitting or authorizing the transmission of a
  telegram, cablegram or other means of  electronic  transmission  to  the
  person  who  will  be the holder of the proxy or to a proxy solicitation
  firm, proxy support service organization or like agent  duly  authorized
  by  the  person  who  will  be  the  holder of the proxy to receive such
  transmission, provided that any such telegram, cablegram or other  means
  of  electronic  transmission shall either set forth or be submitted with
  information  from  which  it  can  be  reasonably  determined  that  the
  telegram,  cablegram  or other electronic transmission was authorized by
  the member. If it is determined that such telegrams, cablegrams or other
  electronic transmissions are valid, the inspectors or, if there  are  no
  inspectors,  such  other persons making that determination shall specify
  the nature of the information upon which they relied.
    (c)  Any  copy,  facsimile   telecommunication   or   other   reliable
  reproduction   of  the  writing  or  transmission  created  pursuant  to
  paragraph (b) of this section may be substituted or used in lieu of  the
  original  writing or transmission for any and all purposes for which the
  original writing or transmission could be used, provided that such copy,
  facsimile telecommunication or other reproduction shall  be  a  complete
  reproduction of the entire original writing or transmission.