N.Y. Business Corporation Law § 615: Written consent of shareholders, subscribers or incorporators without a meeting

§ 615. Written consent of shareholders, subscribers or incorporators

without a meeting.

(a) Whenever under this chapter shareholders 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 or, if the

certificate of incorporation so permits, signed by the holders of

outstanding shares having not less than the minimum number of votes that

would be necessary to authorize or take such action at a meeting at

which all shares entitled to vote thereon were present and voted. In

addition, this paragraph shall not be construed to alter or modify the

provisions of any section or any provision in a certificate of

incorporation not inconsistent with this chapter under which the written

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

for corporate action.

(b) No written consent shall be effective to take the corporate action

referred to therein unless, within sixty days of the earliest dated

consent delivered in the manner required by this paragraph to the

corporation, written consents signed by a sufficient number of holders

to take action are delivered to the corporation by delivery to its

registered office in this state, its principal place of business, or an

officer or agent of the corporation having custody of the book in which

proceedings of meetings of shareholders are recorded. Delivery made to a

corporation's registered office shall be by hand or by certified or

registered mail, return receipt requested.

(c) Prompt notice of the taking of the corporate action without a

meeting by less than unanimous written consent shall be given to those

shareholders who have not consented in writing.

(d) Written consent thus given by the holders of such number of shares

as is required under paragraph (a) of this section shall have the same

effect as a valid vote of holders of such number of shares, and any

certificate with respect to the authorization or taking of any such

action which is to be delivered to the department of state shall recite

that written consent has been given in accordance with this section and

that written notice has been given as and to the extent required by this

section.

(e) When there are no shareholders 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 the incorporator or a majority of the

incorporators. When there are two or more incorporators, if any 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.