N.Y. Banking Law § 9013: When notice or lapse of time unnecessary; notices dispensed with when delivery is prohibited

§ 9013. When notice or lapse of time unnecessary; notices dispensed

with when delivery is prohibited. 1. Whenever, under articles six, ten,

ten-B and eleven, the organization certificate and 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 shareholder, 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 or persons by articles six, ten, ten-B and eleven, the

organization certificate and 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 or persons is then unlawful

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

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

giving of such notice or communication to such person or persons 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 giving of

any notice or communication required under articles six, ten and eleven

shall, if such notice or communication to any person is dispensed with

under this subdivision, 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.