Section 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.