N.Y. Not-for-Profit Corporation Law § 405: Organization meeting

§ 405. Organization meeting.

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

of the initial directors, or, if directors are not designated in the

certificate of incorporation, 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 as provided in the

certificate of incorporation or the by-laws, and the transaction of such

other business as may come before the meeting. The meeting may be held

at the call of any director or, if directors are not designated in the

certificate of incorporation, any incorporator who shall give at least

five days' notice thereof by mail to each other director or

incorporator, which notice shall set forth the time and place of the

meeting. Notice need not be given to any director or incorporator who

submits a signed waiver of notice before or after the meeting, or who

attends the meeting without protesting, prior thereto or at its

commencement, the lack of notice to him. If there are more than two

directors or incorporators, a majority shall constitute a quorum and the

act of the majority of those present at a meeting at which a quorum is

present shall be the act of the directors or incorporators. For the

purposes of this section an incorporator or director may act in person

or by proxy signed by him or his attorney in fact.

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

taken without a meeting if each director or, if directors are not

designated in the certificate of incorporation, each incorporator or his

attorney-in-fact signs an instrument setting forth the action so taken.

(c) If a designated director or an incorporator dies or is for any

reason unable to act, the other or others may act. If there is no

designated director or incorporator able to act, any person for whom an

incorporator is 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.