NY Bus Corp L § 708 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 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 in writing to the adoption of a resolution authorizing the action. 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. For the duration of the state disaster emergency declared by executive order two hundred two that began on March seventh, two thousand twenty,  or  until December  thirty-first,  two  thousand  twenty-one,  whichever is later, notwithstanding any provision  of  law  to  the  contrary,  the  written consent  of  a  member may be made electronically, where such consent is submitted via electronic mail along with information from which  it  can be  reasonably  determined  that the transmission was authorized by such member.   * NB Separately amended; cannot be put together   * (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 in writing to the adoption of  a  resolution authorizing the action. 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. Notwithstanding  any  provision  of  law  to  the  contrary, the written consent of a member may be made electronically, where  such  consent  is submitted  via  electronic  mail,  text,  or  other secured platform for electronic communications, along with information from which it  can  be reasonably  determined  that  the  transmission  was  authorized by such member.   * NB Separately amended; cannot be put together  (c) Unless otherwise restricted by the certificate of incorporation or the by-laws, any one or more members  of  the  board  or  any  committee thereof may participate in a meeting of such board or committee by means of  a  conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the  same time. Participation by such means shall constitute presence in person at a meeting.  (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.  (e) In the case of corporations owning or leasing residential premises and  operating  the  same  on a cooperative basis, changes including the adoption, amendment or repeal of the by-laws by the board  of  directors shall  be  provided  to the members, stockholders, and delegates of such corporation in writing, by physical or electronic means, within ten days of such adoption.  (f) Upon the adoption, amendment or repeal of by-laws by the board  of directors  of  a  corporation owning or leasing residential premises and operating the same on a cooperative basis pursuant to subdivision (e) of this section, where such change  would  have  a  direct  effect  on  the resident's  occupancy  or  the  rules  of  the  building,  the  board of directors  shall  post  the  adopted,  amended,  or   repealed   by-laws conspicuously to ensure tenants will be aware of such adoption.