N.Y. Limited Liability Company Law § 407: Action by members without a meeting

§ 407. Action by members without a meeting. (a) Whenever under this

chapter members of a limited liability company are required or permitted

to take any action by vote, except as provided in the operating

agreement, such action may be taken without a meeting, without prior

notice and without a vote, if a consent or consents in writing, setting

forth the action so taken shall be signed by the members who hold the

voting interests 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 of the members entitled to vote therein were present and voted

and shall be delivered to the office of the limited liability company,

its principal place of business or a manager, employee or agent of the

limited liability company having custody of the records of the limited

liability company. Delivery made to the office of the limited liability

company shall be by hand or by certified or registered mail, return

receipt requested.

(b) Every written consent shall bear the date of signature of each

member who signs the consent, and, except as provided in the operating

agreement, no written consent shall be effective to take the action

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

consent delivered in the manner required by this section to the limited

liability company, written consents signed by a sufficient number of

members to take the action are delivered to the office of the limited

liability company, its principal place of business or a manager,

employee or agent of the limited liability company having custody of the

records of the limited liability company. Delivery made to such office,

principal place of business or manager, employee or agent shall be by

hand or by certified or registered mail, return receipt requested.

(c) Prompt notice of the taking of the action without a meeting by

less than unanimous written consent shall be given to those members who

have not consented in writing but who would have been entitled to vote

thereon had such action been taken at a meeting. In the event that the

action that is consented to is such as would have required the filing of

articles or a certificate under any other section of this chapter, if

such action had been voted on by members at a meeting thereof, such

articles or certificate filed under such other section shall state, in

lieu of any statement required by such section concerning any vote of

members, that written consent has been given in accordance with this

section and that written notice has been given as provided in this

section.