N.Y. Business Corporation Law § 404: Organization meeting

§ 404. Organization meeting.

(a) After the corporate existence has begun, an organization meeting

of the incorporator or incorporators shall be held within or without

this state, for the purpose of adopting by-laws, electing directors to

hold office until the first annual meeting of shareholders, except as

authorized under section 704 (Classification of directors), and the

transaction of such other business as may come before the meeting. If

there are two or more incorporators, the meeting may be held at the call

of any incorporator, who shall give at least five days' notice thereof

by mail to each other incorporator, which notice shall set forth the

time and place of the meeting. Notice need not be given to any

incorporator who attends the meeting or submits a signed waiver of

notice before or after the meeting. If there are more than two

incorporators, a majority shall constitute a quorum and the act of the

majority of the incorporators present at a meeting at which a quorum is

present shall be the act of the incorporators. An incorporator may act

in person or by proxy signed by the incorporator or his

attorney-in-fact.

(b) Any action permitted to be taken at the organization meeting may

be taken without a meeting if each incorporator or his attorney-in-fact

signs an instrument setting forth the action so taken.

(c) If an incorporator dies or is for any reason unable to act, action

may be taken as provided in such event in paragraph (c) of section 615

(Written consent of shareholders, subscribers or incorporators without a

meeting).