New York Laws
Article 6 - Members
603 - Meetings of Members.

(b) A meeting of the members shall be held annually for the election
of directors and the transaction of other business on a date fixed by or
under the by-laws. Failure to hold the annual meeting on the date so
fixed or to elect a sufficient number of directors to conduct the
business of the corporation shall not work a forfeiture or give cause
for dissolution of the corporation, except as provided in paragraph (a)
of section 1102 (Judicial dissolution; petition by directors or members;
petition in case of deadlock among directors or members).
(c) Special meetings of the members may be called by the board and by
such person or persons as may be authorized by the certificate of

incorporation or the by-laws. In any case, such meetings may be convened
by the members entitled to cast ten per cent of the total number of
votes entitled to be cast at such meeting, who may, in writing, demand
the call of a special meeting specifying the date and month thereof,
which shall not be less than two nor more than three months from the
date of such written demand. The secretary of the corporation upon
receiving the written demand shall promptly give notice of such meeting,
or if he fails to do so within five business days thereafter, any member
signing such demand may give such notice. The meeting shall be held at
the place fixed in the by-laws or, if not so fixed, at the office of the
corporation.
(d) A corporation may provide in its certificate of incorporation or
by-laws adopted by the members for the election of representatives or
delegates, who, when assembled within or without the state as directed
by the certificate of incorporation or the by-laws, shall have and may
exercise all of the powers, rights and privileges of members at an
annual meeting. When so exercising the powers, rights and privileges of
members, such representatives or delegates shall be subject in all
respects to the provisions of this chapter governing members.