N.Y. Not-for-Profit Corporation Law § 708: Action by the board

§ 708. Action by the board.

(a) Except as otherwise provided in this chapter, any reference in

this chapter to corporate action to be taken by the board shall mean

such action at a meeting of the board.

(b) Unless otherwise restricted by the certificate of incorporation or

the by-laws, any action required or permitted to be taken by the board

or any committee thereof may be taken without a meeting if all members

of the board or the committee consent to the adoption of a resolution

authorizing the action. Such consent may be written or electronic. If

written, the consent must be executed by the director 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 director. The resolution and the

written consents thereto by the members of the board or committee shall

be filed with the minutes of the proceedings of the board or committee.

(c) Unless otherwise restricted by the certificate of incorporation or

the by-laws, any one or more members of the board or of any committee

thereof who is not physically present at a meeting of the board or a

committee may participate by means of a conference telephone or similar

communications equipment or by electronic video screen communication.

Participation by such means shall constitute presence in person at a

meeting as long as all persons participating in the meeting can hear

each other at the same time and each director can participate in all

matters before the board, including, without limitation, the ability to

propose, object to, and vote upon a specific action to be taken by the

board or committee.

(d) Except as otherwise provided in this chapter, the vote of a

majority of the directors present at the time of the vote, if a quorum

is present at such time, shall be the act of the board. Directors who

are present at a meeting but not present at the time of a vote due to a

conflict of interest or related party transaction shall be determined to

be present at the time of the vote for purposes of determining if a

quorum is present at such time.