N.Y. Not-for-Profit Corporation Law § 108: When notice or lapse of time unnecessary; notices dispensed with when delivery is prohibited

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

when delivery is prohibited.

(a) Whenever, under this chapter or the certificate of incorporation

or 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 member, by his attorney-in-fact, submit a

signed waiver of notice of such requirements.

(b) Whenever any notice or communication is required to be given to

any person by this chapter, the certificate of incorporation or 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 is then unlawful under any statute of this state or of the United

States or any regulation, proclamation or order issued under said

statutes, then the giving of such notice or communication to such person

shall not be required and there shall be no duty to apply for license or

other permission to do so. Any affidavit, certificate or other

instrument which is required to be made or filed as proof of the giving

of any notice or communication required under this chapter shall, if

such notice or communication to any person is dispensed with under this

paragraph, 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.

(c) Whenever any notice or communication is required or permitted by

this chapter to be given by mail, it shall, except as otherwise

expressly provided in this chapter, be mailed to the person to whom it

is directed at the address designated by him for that purpose or, if

none is designated, at his last known address. Such notice or

communication is given when deposited, with postage thereon prepaid, in

a post office or official depository under the exclusive care and

custody of the United States post office department. Such mailing shall

be by first class mail except where otherwise required by this chapter.