New York Not-For-Profit Corporation Law Article 6 - MEMBERS

• 601 - Members.
  (a) A corporation shall have one or more classes of members, or, in the case of a charitable corporation, may have no members, in which...
• 602 - By-Laws.
  (a) The initial by-laws of a corporation may be adopted by its incorporators at the organization meeting and, if not so adopted by the incorporators,...
• 603 - Meetings of Members.
  (a) Meetings of members may be held at such place, within or without this state, as may be fixed by or under the by-laws or,...
• 604 - 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 members or, if...
• 605 - Notice of Meeting of Members.
  (a) Whenever under the provisions of this chapter members are required or permitted to take any action at a meeting, written notice shall state the...
• 606 - Waivers of Notice.
  Notice of meeting need not be given to any member who submits a waiver of notice, in person or by proxy, whether before or after...
• 607 - List or Record of Members At Meetings.
  A list or record of members entitled to vote, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be...
• 608 - Quorum At Meeting of Members.
  (a) Members entitled to cast a majority of the total number of votes entitled to be cast thereat shall constitute a quorum at a meeting...
• 609 - Proxies.
  (a) Except as otherwise provided in the certificate of incorporation or the by-laws: (1) Every member entitled to vote at a meeting of members or...
• 610 - Selection of Inspectors At Meetings of Members; Duties.
  (a) If the by-laws require inspectors at any meeting of members, such requirement is waived unless compliance therewith is requested by a member present in...
• 611 - Qualification of Voters; Fixing Record Date to Determine Eligibility to Vote; Voting Entitlement.
  (a) The by-laws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for...
• 612 - Limitations on Right to Vote.
  The certificate of incorporation or the by-laws may provide, either absolutely or contingently, that the members of any class shall not be entitled to vote,...
• 613 - Vote of Members.
  (a) Except as otherwise required by this chapter or by the certificate of incorporation or the by-laws as permitted by this chapter, directors shall be...
• 614 - Action by Members Without a Meeting.
  (a) Whenever, under this chapter, members are required or permitted to take any action by vote, such action may be taken without a meeting upon...
• 615 - Greater Requirement As to Quorum and Vote of Members.
  (a) The certificate of incorporation or a by-law adopted by the members may contain provisions specifying either or both of the following: (1) That the...
• 616 - Voting by Class of Members.
  (a) The certificate of incorporation or the by-laws may contain provisions specifying that any class or classes of members shall vote as a class in...
• 617 - Cumulative Voting.
  The certificate of incorporation or the by-laws of any corporation may provide that in all elections of directors of such corporation each member shall be...
• 618 - Power of Supreme Court Respecting Elections.
  Upon the petition of any member aggrieved by an election and upon notice to the persons declared elected thereat, the corporation and such other persons...
• 619 - Agreements by Members As to Voting.
  An agreement between two or more members, if in writing and signed by the parties thereto, may provide that in exercising their voting rights as...
• 620 - Preemptive Rights.
  There shall be no preemptive rights in relation to membership certificates or cards, capital certificates, subvention certificates, or bonds. In the case of bonds having...
• 621 - Books and Records; Right of Inspection; Prima Facie Evidence.
  (a) Except as otherwise provided herein, every corporation shall keep, at the office of the corporation, correct and complete books and records of account and...
• 622 - Infant Members.
  (a) If the certificate of incorporation or the by-laws provide that a member shall be of full age: (1) A corporation may treat an infant...
• 623 - Members' 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 five percent...

Last modified: February 3, 2019