N.Y. Not-for-Profit Corporation Law Section 609


Except as otherwise provided in the certificate of incorporation or the by-laws:


Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.


No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided in this section.


The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the member who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list or record of members.


Except when other provision shall have been made by written agreement between the parties, the record holder of capital certificates which he holds as pledgee or otherwise as security or which belong to another, shall issue to the pledgor or to such owner of such capital certificates, upon demand therefor and payment of necessary expenses thereof, a proxy to vote or take other action thereon.


A member shall not sell his vote or issue a proxy to vote to any person for any sum of money or anything of value, except as authorized in this section and section 619 (Agreements as to voting).


A proxy which is entitled “irrevocable proxy” and which states that it is irrevocable is irrevocable when it is held by any of the following or a nominee of any of the following: (A) A pledgee. (B) A person who has purchased or agreed to purchase the capital certificates. (C) A creditor or creditors of the corporation who extend or continue credit to the corporation in consideration of the proxy if the proxy states that it was given in consideration of such extension or continuation of credit, the amount thereof, and the name of the person extending or continuing credit. (D) A person who has contracted to perform services as an officer of the corporation, if a proxy is required by the contract of employment, if the proxy states that it was given in consideration of such contract of employment, the name of the employee and the period of employment contracted for. (E) A person designated by or under an agreement under section 619.


Notwithstanding a provision in a proxy, stating that it is irrevocable, the proxy becomes revocable after the pledge is redeemed, or the debt of the corporation is paid, or the period of employment provided for in the contract of employment has terminated, or the agreement under section 619 has terminated; and, in a case provided for in subparagraphs (6) (C) or (D), becomes revocable three years after the date of the proxy or the end of the period, if any, specified therein, whichever period is less, unless the period of irrevocability is renewed from time to time by the execution of a new irrevocable proxy as provided in this section. This paragraph does not affect the duration of a proxy under subparagraph (2).


A proxy may be revoked, notwithstanding a provision making it irrevocable, by a purchaser of capital certificates without knowledge of the existence of the provision unless the existence of the proxy and its irrevocability is noted conspicuously on the face or back of the capital certificate.


Without limiting the manner in which a member may authorize another person or persons to act for him as proxy pursuant to paragraph (a) of this section, the following shall constitute a valid means by which a member may grant such authority:


A member may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the member or the member’s authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.


A member may authorize another person or persons to act for the member as proxy by providing such authorization by electronic mail to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person, provided that any such authorization by electronic mail shall either set forth information from which it can be reasonably determined that the authorization by electronic mail was authorized by the member. If it is determined that such authorization by electronic mail is valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the nature of the information upon which they relied.


Any copy, facsimile telecommunication or other reliable reproduction of the writing or electronic mail created pursuant to paragraph (b) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Source: Section 609 — Proxies, https://www.­nysenate.­gov/legislation/laws/NPC/609 (updated Sep. 22, 2014; accessed Nov. 25, 2023).

Nov. 25, 2023

Last modified:
Sep. 22, 2014

§ 609’s source at nysenate​.gov

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