New York Business Corporation Law Article 6 - SHAREHOLDERS

• 601 - By-Laws.
  (a) The initial by-laws of a corporation shall be adopted by its incorporator or incorporators at the organization meeting. Thereafter, subject to section 613 (Limitations...
• 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...
• 603 - Special Meeting for Election of Directors.
  (a) If, for a period of one month after the date fixed by or under the by-laws for the annual meeting of shareholders, or if...
• 604 - Fixing Record Date.
  (a) For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or...
• 605 - Notice of Meetings of Shareholders.
  (a) Whenever under the provisions of this chapter shareholders are required or permitted to take any action at a meeting, notice shall be given stating...
• 606 - Waivers of Notice.
  Notice of meeting need not be given to any shareholder who submits a waiver of notice whether before or after the meeting. Waiver of notice...
• 607 - List of Shareholders At Meetings.
  A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be...
• 608 - Quorum of Shareholders.
  (a) The holders of a majority of the votes of shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for...
• 609 - Proxies.
  (a) Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or...
• 610 - Selection of Inspectors At Shareholders' Meetings.
  (a) The board of directors shall appoint one or more inspectors to act at the meeting or any adjournment thereof and make a written report...
• 611 - Duties of Inspectors At Shareholders' Meetings.
  (a) The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of...
• 612 - Qualification of Voters.
  (a) Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the...
• 613 - Limitations on Right to Vote.
  The certificate of incorporation may provide, except as limited by section 501 (Authorized shares), either absolutely or conditionally, that the holders of any designated class...
• 614 - Vote of Shareholders.
  (a) Directors shall, except as otherwise required by this chapter or by the by-laws or certificate of incorporation as permitted by this chapter, be elected...
• 615 - Written Consent of Shareholders, Subscribers or Incorporators Without a Meeting.
  (a) Whenever under this chapter shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on...
• 616 - Greater Requirement As to Quorum and Vote of Shareholders.
  (a) The certificate of incorporation may contain provisions specifying either or both of the following: (1) That the proportion of votes of shares, or the...
• 617 - Voting by Class or Classes of Shares.
  (a) The certificate of incorporation may contain provisions specifying that any class or classes of shares or of any series thereof shall vote as a...
• 618 - Cumulative Voting.
  The certificate of incorporation of any corporation may provide that in all elections of directors of such corporation each shareholder shall be entitled to as...
• 619 - Powers of Supreme Court Respecting Elections.
  Upon the petition of any shareholder aggrieved by an election, and upon notice to the persons declared elected thereat, the corporation and such other persons...
• 620 - Agreements As to Voting; Provision in Certificate of Incorporation As to Control of Directors.
  (a) An agreement between two or more shareholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights,...
• 621 - Voting Trust Agreements.
  (a) Any shareholder or shareholders, under an agreement in writing, may transfer his or their shares to a voting trustee or trustees for the purpose...
• 622 - Preemptive Rights.
  (a) As used in this section, the term: (1) "Unlimited dividend rights" means the right without limitation as to amount either to all or to...
• 623 - Procedure to Enforce Shareholder's Right to Receive Payment for Shares.
  (a) A shareholder intending to enforce his right under a section of this chapter to receive payment for his shares if the proposed corporate action...
• 624 - Books and Records; Right of Inspection, Prima Facie Evidence.
  (a) Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board and...
• 625 - Infant Shareholders and Bondholders.
  (a) A corporation may treat an infant who holds shares or bonds of such corporation as having capacity to receive and to empower others to...
• 626 - Shareholders' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor.
  (a) An action may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor, by a holder...
• 627 - Security for Expenses in Shareholders' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor.
  In any action specified in section 626 (Shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor), unless...
• 628 - Liability of Subscribers and Shareholders.
  (a) A holder of or subscriber for shares of a corporation shall be under no obligation to the corporation for payment for such shares other...
• 629 - Certain Transfers or Assignments by Shareholders or Subscribers; Effect.
  Any transfer or assignment by a shareholder of his shares, or by a subscriber for shares of his interest in the corporation, shall not relieve...
• 630 - Liability of Shareholders for Wages Due to Laborers, Servants or Employees.
  (a) The ten largest shareholders, as determined by the fair value of their beneficial interest as of the beginning of the period during which the...

Last modified: February 3, 2019