§ 708 — Action by the board

New York § 708

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 7: Directors and Officers

Text

§ 708. Action by the board.\n (a) Except as otherwise provided in this chapter, any reference in\nthis chapter to corporate action to be taken by the board shall mean\nsuch action at a meeting of the board.\n * (b) Unless otherwise restricted by the certificate of incorporation\nor the by-laws, any action required or permitted to be taken by the\nboard or any committee thereof may be taken without a meeting if all\nmembers of the board or the committee consent in writing to the adoption\nof a resolution authorizing the action. The resolution and the written\nconsents thereto by the members of the board or committee shall be filed\nwith the minutes of the proceedings of the board or committee. For the\nduration of the state disaster emergency declared by executive order two\nhundred two that began on March seventh, two thousand twenty, or until\nDecember thirty-first, two thousand twenty-one, whichever is later,\nnotwithstanding any provision of law to the contrary, the written\nconsent of a member may be made electronically, where such consent is\nsubmitted via electronic mail along with information from which it can\nbe reasonably determined that the transmission was authorized by such\nmember.\n * NB Separately amended; cannot be put together\n * (b) Unless otherwise restricted by the certificate of incorporation\nor the by-laws, any action required or permitted to be taken by the\nboard or any committee thereof may be taken without a meeting if all\nmembers of the board or the committee consent in writing to the adoption\nof a resolution authorizing the action. The resolution and the written\nconsents thereto by the members of the board or committee shall be filed\nwith the minutes of the proceedings of the board or committee.\nNotwithstanding any provision of law to the contrary, the written\nconsent of a member may be made electronically, where such consent is\nsubmitted via electronic mail, text, or other secured platform for\nelectronic communications, along with information from which it can be\nreasonably determined that the transmission was authorized by such\nmember.\n * NB Separately amended; cannot be put together\n (c) Unless otherwise restricted by the certificate of incorporation or\nthe by-laws, any one or more members of the board or any committee\nthereof may participate in a meeting of such board or committee by means\nof a conference telephone or similar communications equipment allowing\nall persons participating in the meeting to hear each other at the same\ntime. Participation by such means shall constitute presence in person at\na meeting.\n (d) Except as otherwise provided in this chapter, the vote of a\nmajority of the directors present at the time of the vote, if a quorum\nis present at such time, shall be the act of the board.\n (e) In the case of corporations owning or leasing residential premises\nand operating the same on a cooperative basis, changes including the\nadoption, amendment or repeal of the by-laws by the board of directors\nshall be provided to the members, stockholders, and delegates of such\ncorporation in writing, by physical or electronic means, within ten days\nof such adoption.\n (f) Upon the adoption, amendment or repeal of by-laws by the board of\ndirectors of a corporation owning or leasing residential premises and\noperating the same on a cooperative basis pursuant to subdivision (e) of\nthis section, where such change would have a direct effect on the\nresident's occupancy or the rules of the building, the board of\ndirectors shall post the adopted, amended, or repealed by-laws\nconspicuously to ensure tenants will be aware of such adoption.\n