N.Y. Bus. Corp. Law § 602

§ 602. Meetings of shareholders.\n (a) Meetings of shareholders may be held at such place, within or\nwithout this state, as may be fixed by or under the by-laws, or if not\nso fixed, at the office of the corporation in this state.\n (b) A meeting of shareholders shall be held annually for the election\nof directors and the transaction of other business on a date fixed by or\nunder the by-laws. A failure to hold the annual meeting on the date so\nfixed or to elect a sufficient number of directors to conduct the\nbusiness of the corporation shall not work a forfeiture or give cause\nfor dissolution of the corporation, except as provided in paragraph (c)\nof section 1104 (Petition in case of deadlock among directors or\nshareholders).\n (c) Special meetings of the shareholders may be called by the board\nand by such person or persons as may be so authorized by the certificate\nof incorporation or the by-laws. At any such special meeting only such\nbusiness may be transacted which is related to the purpose or purposes\nset forth in the notice required by section 605 (Notice of meetings of\nshareholders).\n (d) Except as otherwise required by this chapter, the by-laws may\ndesignate reasonable procedures for the calling and conduct of a meeting\nof shareholders, including but not limited to specifying: (i) who may\ncall and who may conduct the meeting, (ii) the means by which the order\nof business to be conducted shall be established, (iii) the procedures\nand requirements for the nomination of directors, (iv) the procedures\nwith respect to the making of shareholder proposals, and (v) the\nprocedures to be established for the adjournment of any meeting of\nshareholders. No amendment of the by-laws pertaining to the election of\ndirectors or the procedures for the calling and conduct of a meeting of\nshareholders shall affect the election of directors or the procedures\nfor the calling or conduct in respect of any meeting of shareholders\nunless adequate notice thereof is given to the shareholders in a manner\nreasonably calculated to provide shareholders with sufficient time to\nrespond thereto prior to such meeting.\n