2019 New York Laws
BSC - Business Corporation
Article 6 - Shareholders
602 - Meetings of Shareholders.

§ 602. Meetings of shareholders.
  (a) Meetings  of  shareholders  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.
  (b)  (i)  A  corporation may, if authorized by the board of directors:
(1) implement reasonable measures to provide shareholders not physically
present  at  a  shareholders'  meeting  a  reasonable   opportunity   to
participate in the proceedings of the meeting substantially concurrently
with  such proceedings; and/or (2) provide reasonable measures to enable
shareholders to vote or grant proxies with respect to matters  submitted
to  the  shareholders  at a shareholders' meeting by means of electronic
communication; provided that the corporation shall, if  applicable,  (A)
implement  reasonable measures to verify that each person deemed present
and  permitted  to  vote  at  the  meeting  by   means   of   electronic
communication  is  a  shareholder of record and (B) keep a record of any
vote or other action taken by a shareholder participating and voting  by
means  of  electronic  communications  at  a  shareholders'  meeting.  A
shareholder participating in a shareholders' meeting by  this  means  is
deemed to be present in person at the meeting.
  (ii)  Nothing  required  in  subparagraph  (i) of this paragraph shall
limit, restrict or supersede other forms of voting and participation.
  (iii) For purposes  of  this  paragraph,  "reasonable  measures"  with
respect  to  participating  in  proceedings  shall  include,  but not be
limited to, audio webcast or other broadcast  of  the  meeting  and  for
voting  shall  include  but  not  be  limited to telephonic and internet
voting.
  (c) A meeting of shareholders shall be held annually for the  election
of directors and the transaction of other business on a date fixed by or
under  the  by-laws. 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, except as provided in paragraph  (c)
of  section  1104  (Petition  in  case  of  deadlock  among directors or
shareholders).
  (d) Special meetings of the shareholders may be called  by  the  board
and by such person or persons as may be so authorized by the certificate
of  incorporation  or the by-laws. At any such special meeting only such
business may be transacted which is related to the purpose  or  purposes
set  forth  in the notice required by section 605 (Notice of meetings of
shareholders).
  (e) Except as otherwise required by  this  chapter,  the  by-laws  may
designate reasonable procedures for the calling and conduct of a meeting
of  shareholders,  including  but not limited to specifying: (i) who may
call and who may conduct the meeting, (ii) the means by which the  order
of  business  to be conducted shall be established, (iii) the procedures
and requirements for the nomination of directors,  (iv)  the  procedures
with  respect  to  the  making  of  shareholder  proposals,  and (v) the
procedures to be established for  the  adjournment  of  any  meeting  of
shareholders.  No amendment of the by-laws pertaining to the election of
directors or the procedures for the calling and conduct of a meeting  of
shareholders  shall  affect  the election of directors or the procedures
for the calling or conduct in respect of  any  meeting  of  shareholders
unless  adequate notice thereof is given to the shareholders in a manner
reasonably calculated to provide shareholders with  sufficient  time  to
respond thereto prior to such meeting.