2023 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.