2006 New York Code - 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.