§ 611. Duties of inspectors at shareholders' meetings.

(a) The inspectors shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do
such acts as are proper to conduct the election or vote with fairness to
all shareholders. On request of the person presiding at the meeting or
any shareholder entitled to vote thereat, the inspectors shall make a
report in writing of any challenge, question or matter determined by
them and execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the facts
stated and of the vote as certified by them.

(b) In determining the validity and counting of proxies, ballots and
consents, the inspectors shall be limited to an examination of the
proxies, any envelopes submitted with those proxies and consents, any
information provided in accordance with section 609 (Proxies), ballots
and the regular books and records of the corporation, except that the
inspectors may consider other reliable information for the limited
purpose of reconciling proxies, ballots and consents submitted by or on
behalf of banks, brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is authorized by the
record owner to cast or more votes than the stockholder holds of record.
If the inspectors consider other reliable information for the limited
purpose permitted herein, the inspectors at the time they make their
certification pursuant to paragraph (a) of this section shall specify
the precise information considered by them including the person or
persons from whom they obtained the information, when the information
was obtained, the means by which the information was obtained and the
basis for the inspectors' belief that such information is reliable.

(c) The date and time (which need not be a particular time of day) of
the opening and the closing of the polls for each matter upon which the
shareholders will vote at a meeting shall be announced by the person
presiding at the meeting at the beginning of the meeting and, if no date
and time is so announced, the polls shall close at the end of the
meeting, including any adjournment thereof. No ballot, proxies or
consents, nor any revocation thereof or changes thereto, shall be
accepted by the inspectors after the closing of polls in accordance with
section 605 (Notice of meetings of shareholders) unless the supreme
court at a special term held within the judicial district where the
office of the corporation is located upon application by a shareholder
shall determine otherwise.

(d) Unless otherwise provided in the certificate of incorporation or
by-laws, paragraphs (a) and (c) of this section shall not apply to a
corporation that does not have a class of voting stock that is listed on
a national securities exchange or authorized for quotation on an
interdealer quotation system of a registered national securities
association. Notwithstanding the foregoing, any corporation may take
the actions set forth in paragraphs (a) and (c) of this section.