§ 605 — Notice of meetings of shareholders

New York § 605

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 6: Shareholders

Text

§ 605. Notice of meetings of shareholders.\n (a) Whenever under the provisions of this chapter shareholders are\nrequired or permitted to take any action at a meeting, notice shall be\ngiven stating the place, date and hour of the meeting, the means of\nelectronic communications, if any, by which shareholders and\nproxyholders may participate in the proceedings of the meeting and vote\nor grant proxies at such meeting and, unless it is the annual meeting,\nindicating that it is being issued by or at the direction of the person\nor persons calling the meeting. Notice of a special meeting shall also\nstate the purpose or purposes for which the meeting is called. Notice of\nany meeting of shareholders may be written or electronic. If, at any\nmeeting, action is proposed to be taken which would, if taken, entitle\nshareholders fulfilling the requirements of section 623 (Procedure to\nenforce shareholder's right to receive payment for shares) to receive\npayment for their shares, the notice of such meeting shall include a\nstatement of that purpose and to that effect and shall be accompanied by\na copy of section 623 or an outline of its material terms. Notice of any\nmeeting shall be given not fewer than ten nor more than sixty days\nbefore the date of the meeting, provided, however, that such notice may\nbe given by third class mail not fewer than twenty-four nor more than\nsixty days before the date of the meeting, to each shareholder entitled\nto vote at such meeting. If mailed, such notice is given when deposited\nin the United States mail, with postage thereon prepaid, directed to the\nshareholder at the shareholder's address as it appears on the record of\nshareholders, or, if the shareholder shall have filed with the secretary\nof the corporation a request that notices to the shareholder be mailed\nto some other address, then directed to him at such other address. If\ntransmitted electronically, such notice is given when directed to the\nshareholder's electronic mail address as supplied by the shareholder to\nthe secretary of the corporation or as otherwise directed pursuant to\nthe shareholder's authorization or instructions. An affidavit of the\nsecretary or other person giving the notice or of a transfer agent of\nthe corporation that the notice required by this section has been given\nshall, in the absence of fraud, be prima facie evidence of the facts\ntherein stated.\n (b) 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 and the means of electronic communications, if any, by which\nshareholders and proxyholders may participate in the proceedings of the\nmeeting and/or vote or grant proxies at the meeting are announced at the\nmeeting at which the adjournment is taken, and at the adjourned meeting\nany business may be transacted that might have been transacted on the\noriginal date of the meeting. However, if after the adjournment the\nboard fixes a new record date for the adjourned meeting, a notice of the\nadjourned meeting shall be given to each shareholder of record on the\nnew record date entitled to notice under paragraph (a).\n (c) Nothing required in paragraphs (a) and (b) of this section shall\nlimit, restrict or supersede other forms of voting and participation.\n