N.Y. BNK Law § 6003

§ 6003. Special meeting for election of directors. 1. If, for a period\nof one month after the date fixed by or under section six thousand two\nor the by-laws for the annual meeting of stockholders, or if no date has\nbeen so fixed, for a period of thirteen months after the formation of\nthe corporation or the last annual meeting, there is a failure to elect\na sufficient number of directors to conduct the business of the\ncorporation, the board shall call a special meeting for the election of\ndirectors. If such special meeting is not called by the board within two\nweeks after the expiration of such period or if it is so called but\nthere is a failure to elect such directors for a period of two months\nafter the expiration of such period, holders of ten percent of the\nshares entitled to vote in an election of directors may, in writing,\ndemand the call of a special meeting for the election of directors\nspecifying the date and month thereof, which shall not be less than two\nnor more than three months from the date of such call. The secretary of\nthe corporation upon receiving the written demand shall promptly give\nnotice of such meeting, or if he fails to do so within five business\ndays thereafter, any stockholder signing such demand may give such\nnotice. The meeting shall be held at the place fixed in the by-laws or,\nif not so fixed, at the office of the corporation.\n 2. At any such special meeting called on demand of stockholders,\nnotwithstanding section six thousand eight, the stockholders attending,\nin person or by proxy, and entitled to vote in an election of directors\nshall constitute a quorum for the purpose of electing directors, but not\nfor the transaction of any other business.\n