N.Y. Banking Law § 6015: Written consent of stockholders, subscribers or incorporators without a meeting

§ 6015. Written consent of stockholders, subscribers or incorporators

without a meeting. 1. Whenever under this chapter stockholders are

required or permitted to take any action by vote, such action may be

taken without a meeting on written consent, setting forth the action so

taken, signed by the holders of all outstanding shares entitled to vote

thereon. This subdivision shall not be construed to alter or modify the

provisions of any section or any provision in an organization

certificate not inconsistent with this chapter under which the written

consent of the holders of less than all outstanding shares is sufficient

for corporate action.

2. Written consent thus given by the holders of all outstanding shares

entitled to vote shall have the same effect as a unanimous vote of

stockholders and any certificate with respect to the authorization or

taking of any such action which is to be delivered to the superintendent

shall recite that the authorization was by unanimous written consent.

3. When there are no stockholders of record, such action may be taken

on the written consent signed by a majority in interest of the

subscribers for shares whose subscriptions have been accepted or their

successors in interest or, if no subscription has been accepted, on the

written consent signed by a majority of the incorporators. If any

incorporator dies or is for any reason unable to act, the other or

others may act. If there is no incorporator able to act, any person for

whom an incorporator was acting as agent may act in his stead, or if

such other person also dies or is for any reason unable to act, his

legal representative may act.