§ 6005 — Notice of meetings of stockholders

New York § 6005

• Jurisdiction: New York
• Law BNK: Banking
• Title 6: Stockholders
• Art. 15: General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies

Text

§ 6005. Notice of meetings of stockholders. 1. Whenever under the\nprovisions of this chapter stockholders are required or permitted to\ntake any action at a meeting, written notice shall state the place, date\nand hour of the meeting and unless it is the annual meeting, indicate\nthat it is being issued by or at the direction of the person or persons\ncalling the meeting. Notice of a special meeting shall also state the\npurpose or purposes for which the meeting is called. If, at any meeting,\naction is proposed to be taken which would, if taken, entitle\nstockholders fulfilling the requirements of section six thousand\ntwenty-two to receive payment for their shares, the notice of such\nmeeting shall include a statement of that purpose and to that effect. A\ncopy of the notice of any meeting shall be given, personally or by mail,\nnot less than ten nor more than fifty days before the date of the\nmeeting, to each stockholder entitled to vote at such meeting. If\nmailed, such notice is given when deposited in the United States mail,\nwith postage thereon prepaid, directed to the stockholder at his address\nas it appears on the record of stockholders, or, if he shall have filed\nwith the secretary of the corporation a written request that notices to\nhim be mailed to some other address, then directed to him at such other\naddress. An affidavit of the secretary or other persons giving the\nnotice or of the transfer agent of the corporation that the notice\nrequired by this section has been given shall, in the absence of fraud,\nbe prima facie evidence of the facts therein stated.\n 2. When a meeting is adjourned to another time or place, it shall not\nbe necessary, unless the by-laws require otherwise, to give any notice\nof the adjourned meeting if the time and place to which the meeting is\nadjourned are announced at the meeting at which the adjournment is\ntaken, and at the adjourned meeting any business may be transacted that\nmight have been transacted on the original date of the meeting.\nHowever, if after the adjournment the board fixes a new record date for\nthe adjourned meeting, a notice of the adjourned meeting shall be given\nto each stockholder of record on the new record date entitled to notice\nunder subdivision one.\n 3. To the extent that any provision of this section conflicts with any\nother provision of this chapter relating to a notice of a meeting of\nstockholders, the latter shall prevail.\n