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N.Y. Bus. Corp. Law § 605

Notice of meetings of shareholders

Showing this section's text as in effect on January 1, 2015 (in force January 1, 2015 – January 1, 2020). View current text →

§ 605. Notice of meetings of shareholders.\n (a) Whenever under the provisions of this chapter shareholders are\nrequired or permitted to take any action at a meeting, notice shall be\ngiven stating the place, date and hour of the meeting and, unless it is\nthe annual meeting, indicating that it is being issued by or at the\ndirection of the person or persons calling the meeting. Notice of a\nspecial meeting shall also state the purpose or purposes for which the\nmeeting is called. Notice of any meeting of shareholders may be written\nor electronic. If, at any meeting, action is proposed to be taken which\nwould, if taken, entitle shareholders fulfilling the requirements of\nsection 623 (Procedure to enforce shareholder's right to receive payment\nfor shares) to receive payment for their shares, the notice of such\nmeeting shall include a statement of that purpose and to that effect and\nshall be accompanied by a copy of section 623 or an outline of its\nmaterial terms. Notice of any meeting shall be given not fewer than ten\nnor more than sixty days before the date of the meeting, provided,\nhowever, that such notice may be given by third class mail not fewer\nthan twenty-four nor more than sixty days before the date of the\nmeeting, to each shareholder entitled to vote at such meeting. If\nmailed, such notice is given when deposited in the United States mail,\nwith postage thereon prepaid, directed to the shareholder at the\nshareholder's address as it appears on the record of shareholders, or,\nif the shareholder shall have filed with the secretary of the\ncorporation a request that notices to the shareholder be mailed to some\nother address, then directed to him at such other address. If\ntransmitted electronically, such notice is given when directed to the\nshareholder's electronic mail address as supplied by the shareholder to\nthe secretary of the corporation or as otherwise directed pursuant to\nthe shareholder's authorization or instructions. An affidavit of the\nsecretary or other person giving the notice or of a transfer agent of\nthe corporation that the notice required by this section has been given\nshall, in the absence of fraud, be prima facie evidence of the facts\ntherein stated.\n (b) When a meeting is adjourned to another time or place, it shall not\nbe necessary, unless the by-laws require otherwise, to give any notice\nof the adjourned meeting if the time and place to which the meeting is\nadjourned are announced at the meeting at which the adjournment is\ntaken, and at the adjourned meeting any business may be transacted that\nmight have been transacted on the original date of the meeting. However,\nif after the adjournment the board fixes a new record date for the\nadjourned meeting, a notice of the adjourned meeting shall be given to\neach shareholder of record on the new record date entitled to notice\nunder paragraph (a).\n

Official source: NYS Open Legislation (New York State Senate). Reproduced from public-domain New York statutes; confirm against the official source for the current text. Not legal advice.