N.Y. Not-for-Profit Corporation Law § 711: Notice of meetings of the board

§ 711. Notice of meetings of the board.

(a) Unless otherwise provided by the by-laws, regular meetings of the

board may be held without notice if the time and place of such meetings

are fixed by the by-laws or the board. Special meetings of the board

shall be held upon notice to the directors.

(b) The by-laws may prescribe what shall constitute notice of meeting

of the board. A notice, or waiver of notice, need not specify the

purpose of any regular or special meeting of the board, unless required

by the by-laws.

(c) Notice of a meeting need not be given to any alternate director,

nor to any director who submits a waiver of notice whether before or

after the meeting, or who attends the meeting without protesting, prior

thereto or at its commencement, the lack of notice to him. Such waiver

of notice may be written or electronic. If written, the waiver must be

executed by the director signing such waiver or causing his or her

signature to be affixed to such waiver by any reasonable means including

but not limited to facsimile signature. If electronic, the transmission

of the waiver must be sent by electronic mail and set forth, or be

submitted with, information from which it can reasonably be determined

that the transmission was authorized by the director.

(d) A majority of the directors present, whether or not a quorum is

present, may adjourn any meeting to another time and place. If the

by-laws so provide, notice of any adjournment of a meeting of the board

to another time or place shall be given to the directors who were not

present at the time of the adjournment and, unless such time and place

are announced at the meeting, to the other directors.