N.Y. BNK Law § 6009

§ 6009. Proxies. 1. Every stockholder entitled to vote at a meeting of\nstockholders or to express consent or dissent without a meeting may\nauthorize another person or persons to act for him by proxy.\n 2. Every proxy must be signed by the stockholder or his\nattorney-in-fact. No proxy shall be valid after the expiration of eleven\nmonths from the date thereof unless otherwise provided in the proxy.\nEvery proxy shall be revocable at the pleasure of the stockholder\nexecuting it, except as otherwise provided in this section.\n 3. The authority of the holder of a proxy to act shall not be revoked\nby the incompetence or death of the stockholder who executed the proxy\nunless, before the authority is exercised, written notice of an\nadjudication of such incompetence or of such death is received by the\ncorporate officer responsible for maintaining the list of stockholders.\n 4. Except when other provision shall have been made by written\nagreement between the parties, the record holder of shares which are\nheld by a pledgee as security or which belong to another, upon demand\ntherefor and payment of necessary expenses thereof, shall issue to the\npledgor or to such owner of such shares a proxy to vote or take other\naction thereon.\n 5. A stockholder shall not sell his vote or issue a proxy to vote to\nany person for any sum of money or anything of value, except as\nauthorized in this section and section six thousand twenty.\n 6. A proxy which is entitled "irrevocable proxy" and which states that\nit is irrevocable, is irrevocable when it is held by any of the\nfollowing or a nominee of any of the following:\n (a) A pledgee;\n (b) A person who has purchased or agreed to purchase the shares.\n 7. Notwithstanding a provision in a proxy, stating that it is\nirrevocable, the proxy becomes revocable after the pledge is redeemed.\nThis paragraph does not affect the duration of a proxy under subdivision\ntwo.\n 8. A proxy may be revoked, notwithstanding a provision making it\nirrevocable, by a purchaser of shares without knowledge of the existence\nof the provision unless the existence of the proxy and its\nirrevocability is noted conspicuously on the face or back of the\ncertificate representing such shares.\n 9. No director, officer, clerk, teller or bookkeeper of a corporation\nshall act as proxy at any meeting of such corporation.\n