2023 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.