§ 604 — Special meeting for election of directors

New York § 604

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 6: Members

Text

§ 604. Special meeting for election of directors.\n (a) If, for a period of one month after the date fixed by or under the\nby-laws for the annual meeting of members or, if no date has been so\nfixed, for a period of thirteen months after the formation of the\ncorporation or the last annual meeting, there is a failure to elect a\nsufficient number of directors to conduct the business of the\ncorporation, the board shall call a special meeting for the election of\ndirectors. If such special meeting is not called by the board within\ntwo weeks after the expiration of such period or if it is so called but\nthere is a failure to elect such directors for a period of two months\nafter the expiration of such period, members entitled to cast one\nhundred votes or ten per cent of the total number of votes entitled to\nbe cast in an election of directors, whichever is lesser, may, in\nwriting, demand the call of a special meeting for the election of\ndirectors specifying the date and month thereof, which shall not be less\nthan two nor more than three months from the date of such written\ndemand. The secretary of the corporation upon receiving the written\ndemand shall promptly give notice of such meeting or, if he fails to do\nso within five business days thereafter, any member signing such demand\nmay give such notice. The meeting shall be held at the place fixed in\nthe by-laws or, if not so fixed, at the office of the corporation.\n (b) At any such special meeting called on the demand of members,\nnotwithstanding section 608 (Quorum of members), the members attending,\nin person or by proxy, and entitled to vote in an election of directors\nshall constitute a quorum for the purpose of electing directors, but not\nfor the transaction of any other business.\n