N.Y. Railroad Law § 145

§ 145. Stocks of municipal corporations, how represented. At any\nmeeting of the stockholders of any railroad corporation to consider any\nagreement or proposition of consolidation, merger, lease or conveyance,\nor other matter, the commissioners or other officers of any municipal\ncorporation holding or having charge of any of the capital stock of such\nrailroad corporation shall represent such municipal corporation, and may\nact and vote in person or by proxy on all matters relating to such\nconsolidation or lease in the same manner as individual stockholders.\n