Special Meeting of Shareholders Notice
(NY Corporation)

Summary

This template Special Meeting of Shareholders Notice (NY Corporation) can be used by a New York corporation to provide notice to its shareholders of a special meeting of shareholders. This template includes practical guidance and drafting notes. A New York corporation must provide notice of a special shareholders' meeting to all shareholders of record. The notice must include the place, date, time and purpose(s) for which the meeting is called, the means of electronic communications, if any, by which shareholders and proxyholders may participate in the meeting, as well as at whose direction the meeting was called. Notice must be given not less than 10 days (24 days if given by third class mail) nor more than 60 days before the date of the meeting. Notice can be given electronically to shareholders who provide the corporation with an electronic mail address for the purpose of receiving such notices. Only the business described in the meeting notice may be conducted at a special shareholders' meeting. See N.Y. Bus. Corp. Law § 605. Special shareholders' meetings may be held in or outside of New York at a location stated or fixed in accordance with the bylaws or, if such location is not so fixed, as determined by the board of directors. N.Y. Bus. Corp. Law § 602(a). Special meetings of shareholders may be called by the board and by such person(s) authorized to do so by the corporation's certificate of incorporation or bylaws. Only business which is related to the purpose(s) set forth in the notice of meeting may be transacted at a special shareholders' meeting. N.Y. Bus. Corp. Law § 602. Notice of meeting is not required for any shareholder who submits a waiver of notice either before or after the meeting. A waiver of notice can be in a writing signed by the shareholder or electronic. The shareholder's attendance at a meeting without protesting the lack of notice prior to the conclusion of the meeting will also constitute a waiver of notice. N.Y. Bus. Corp. Law § 606. For additional guidance, see Corporation Stock and Stockholders (NY Corporation), Shareholders' Meeting Script (Special Meeting) (NY Corporation) and Special Meeting Minutes (NY Corporation).