NY Bus Corp L § 615 (2021)
2021 New York Laws BSC - Business Corporation Article 6 - Shareholders 615 - Written Consent of Shareholders, Subscribers or Incorporators Without a Meeting.

§ 615. Written  consent  of  shareholders,  subscribers or incorporators          without a meeting.  (a) Whenever under this chapter shareholders are required or permitted to take any action by vote, such action may be taken without  a  meeting on  written  consent,  setting  forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon  or,  if  the certificate  of  incorporation  so  permits,  signed  by  the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such  action  at  a  meeting  at which all shares entitled to vote thereon were present and voted.   In  addition, this paragraph shall not be construed to alter or modify the provisions of any section or  any  provision  in  a  certificate  of incorporation not inconsistent with this chapter under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.  (b) No written consent shall be effective to take the corporate action referred  to  therein  unless,  within  sixty days of the earliest dated consent delivered in the  manner  required  by  this  paragraph  to  the corporation,  written  consents signed by a sufficient number of holders to take action are delivered to  the  corporation  by  delivery  to  its registered  office in this state, its principal place of business, or an officer or agent of the corporation having custody of the book in  which proceedings of meetings of shareholders are recorded. Delivery made to a corporation's  registered  office  shall  be  by hand or by certified or registered mail, return receipt requested.  (c) Prompt notice of the taking of  the  corporate  action  without  a meeting  by  less than unanimous written consent shall be given to those shareholders who have not consented in writing.  (d) Written consent thus given by the holders of such number of shares as is required under paragraph (a) of this section shall have  the  same effect  as  a  valid  vote  of holders of such number of shares, and any certificate with respect to the authorization  or  taking  of  any  such action  which is to be delivered to the department of state shall recite that written consent has been given in accordance with this section  and that written notice has been given as and to the extent required by this section.  (e) When there are no shareholders of record, such action may be taken on  the  written  consent  signed  by  a  majority  in  interest  of the subscribers for shares 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 stead, or if such other person also  dies or is for any reason unable to act, his legal representative may act.