N.Y. Not-for-Profit Corporation Law § 614: Action by members without a meeting

§ 614. Action by members without a meeting.

(a) Whenever, under this chapter, members are required or permitted to

take any action by vote, such action may be taken without a meeting upon

the consent of all of the members entitled to vote thereon, which

consent shall set forth the action so taken. Such consent may be written

or electronic. If written, the consent must be executed by the member or

the member's authorized officer, director, employee or agent by signing

such consent or causing his or her signature to be affixed to such

consent by any reasonable means including but not limited to facsimile

signature. If electronic, the transmission of the consent must be sent

by electronic mail or other electronic means and set forth, or be

submitted with, information from which it can reasonably be determined

that the transmission was authorized by the member. This paragraph shall

not be construed to alter or modify any provision in a certificate of

incorporation not inconsistent with this chapter under which the written

consent of less than all of the members is sufficient for corporate

action.

(b) Written or electronic consent thus given by all members entitled

to vote shall have the same effect as a unanimous vote of members and

any certificate with respect to the authorization or taking of any such

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

the authorization was by unanimous written consent.

(c) When there are no members of record, such action may be taken on

the written consent signed by a majority in interest of the subscribers

for capital certificates 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 or her stead, or if such other person

also dies or is for any reason unable to act, his or her legal

representative may act.