2012 New York Consolidated Laws
BSC - Business Corporation
Article 6 - (601 - 630) SHAREHOLDERS
603 - Special meeting for election of directors.

 
  § 603. 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 shareholders, 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 votes
  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 sixty nor more than ninety days  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 shareholder 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  demand  of  shareholders,
  notwithstanding  section  608 (Quorum of shareholders), the shareholders
  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.