§ 611 — Duties of inspectors at shareholders' meetings

§ 611. Duties of inspectors at shareholders' meetings.\n (a) The inspectors shall determine the number of shares outstanding\nand the voting power of each, the shares represented at the meeting, the\nexistence of a quorum, the validity and effect of proxies, and shall\nreceive votes, ballots or consents, hear and determine all challenges\nand questions arising in connection with the right to vote, count and\ntabulate all votes, ballots or consents, determine the result, and do\nsuch acts as are proper to conduct the election or vote with fairness to\nall shareholders. On request of the person presiding at the meeting or\nany shareholder entitled to vote thereat, the inspectors shall make a\nreport in writing of any challenge, question or matter determined by\nthem and execute a certificate of any fact found by them. Any report or\ncertificate made by them shall be prima facie evidence of the facts\nstated and of the vote as certified by them.\n (b) In determining the validity and counting of proxies, ballots and\nconsents, the inspectors shall be limited to an examination of the\nproxies, any envelopes submitted with those proxies and consents, any\ninformation provided in accordance with section 609 (Proxies), ballots\nand the regular books and records of the corporation, except that the\ninspectors may consider other reliable information for the limited\npurpose of reconciling proxies, ballots and consents submitted by or on\nbehalf of banks, brokers, their nominees or similar persons which\nrepresent more votes than the holder of a proxy is authorized by the\nrecord owner to cast or more votes than the stockholder holds of record.\nIf the inspectors consider other reliable information for the limited\npurpose permitted herein, the inspectors at the time they make their\ncertification pursuant to paragraph (a) of this section shall specify\nthe precise information considered by them including the person or\npersons from whom they obtained the information, when the information\nwas obtained, the means by which the information was obtained and the\nbasis for the inspectors' belief that such information is reliable.\n (c) The date and time (which need not be a particular time of day) of\nthe opening and the closing of the polls for each matter upon which the\nshareholders will vote at a meeting shall be announced by the person\npresiding at the meeting at the beginning of the meeting and, if no date\nand time is so announced, the polls shall close at the end of the\nmeeting, including any adjournment thereof. No ballot, proxies or\nconsents, nor any revocation thereof or changes thereto, shall be\naccepted by the inspectors after the closing of polls in accordance with\nsection 605 (Notice of meetings of shareholders) unless the supreme\ncourt at a special term held within the judicial district where the\noffice of the corporation is located upon application by a shareholder\nshall determine otherwise.\n (d) Unless otherwise provided in the certificate of incorporation or\nby-laws, paragraphs (a) and (c) of this section shall not apply to a\ncorporation that does not have a class of voting stock that is listed on\na national securities exchange or authorized for quotation on an\ninterdealer quotation system of a registered national securities\nassociation. Notwithstanding the foregoing, any corporation may take\nthe actions set forth in paragraphs (a) and (c) of this section.\n