N.Y. Banking Law § 1007: When notice or lapse of time unnecessary; notices dispensed with when delivery is prohibited

§ 1007. When notice or lapse of time unnecessary; notices dispensed

with when delivery is prohibited. 1. Whenever, under this article or the

organization certificate or by-laws of any corporation or by the terms

of any agreement or instrument, a corporation or the board or any

committee thereof is authorized to take any action after notice to any

person or persons or after the lapse of a prescribed period of time,

such action may be taken without notice and without the lapse of such

period of time. If at any time before or after such action is completed

the person or persons entitled to such notice or entitled to participate

in the action to be taken or, in the case of a stockholder, by his

attorney-in-fact, submit a signed waiver of notice of such requirements.

2. Whenever any notice or communication is required to be given to any

person by this article, the organization certificate or by-laws, or by

the terms of any agreement or instrument, or as a condition precedent to

taking any corporate action and communication with such person is then

unlawful under any statute of this state or of the United States or any

regulation, proclamation or order issued under said statutes, then the

giving of such notice or communication to such person shall not be

required and there shall be no duty to apply for a license or other

permission to do so. Any affidavit, certificate or other instrument

which is required to be made or filed as proof of the giving of any

notice or communication required under this article shall, if such

notice or communication to any person is dispensed with under this

section, include a statement that such notice or communication was not

given to any person with whom communication is unlawful. Such affidavit,

certificate or other instrument shall be as effective for all purposes

as though such notice or communication had been personally given to such

person.