§ 708 — Action by the board

New York § 708

• Jurisdiction: New York
• Law NPC: Not-for-Profit 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 or\nthe by-laws, any action required or permitted to be taken by the board\nor any committee thereof may be taken without a meeting if all members\nof the board or the committee consent to the adoption of a resolution\nauthorizing the action. Such consent may be written or electronic. If\nwritten, the consent must be executed by the director by signing such\nconsent or causing his or her signature to be affixed to such consent by\nany reasonable means including, but not limited to, facsimile signature.\nIf electronic, the transmission of the consent must be sent by\nelectronic mail or other electronic means and set forth, or be submitted\nwith, information from which it can reasonably be determined that the\ntransmission was authorized by the director. The resolution and the\nwritten consents thereto by the members of the board or committee shall\nbe filed with the minutes of the proceedings of the board or committee.\n (c) Unless otherwise restricted by the certificate of incorporation or\nthe by-laws, any one or more members of the board or of any committee\nthereof who is not physically present at a meeting of the board or a\ncommittee may participate by means of a conference telephone or similar\ncommunications equipment or by electronic video screen communication.\nParticipation by such means shall constitute presence in person at a\nmeeting as long as all persons participating in the meeting can hear\neach other at the same time and each director can participate in all\nmatters before the board, including, without limitation, the ability to\npropose, object to, and vote upon a specific action to be taken by the\nboard or committee.\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. Directors who\nare present at a meeting but not present at the time of a vote due to a\nconflict of interest or related party transaction shall be determined to\nbe present at the time of the vote for purposes of determining if a\nquorum is present at such time.\n