N.Y. BNK Law § 6015

§ 6015. Written consent of stockholders, subscribers or incorporators\nwithout a meeting. 1. Whenever under this chapter stockholders are\nrequired or permitted to take any action by vote, such action may be\ntaken without a meeting on written consent, setting forth the action so\ntaken, signed by the holders of all outstanding shares entitled to vote\nthereon. This subdivision shall not be construed to alter or modify the\nprovisions of any section or any provision in an organization\ncertificate not inconsistent with this chapter under which the written\nconsent of the holders of less than all outstanding shares is sufficient\nfor corporate action.\n 2. Written consent thus given by the holders of all outstanding shares\nentitled to vote shall have the same effect as a unanimous vote of\nstockholders and any certificate with respect to the authorization or\ntaking of any such action which is to be delivered to the superintendent\nshall recite that the authorization was by unanimous written consent.\n 3. When there are no stockholders of record, such action may be taken\non the written consent signed by a majority in interest of the\nsubscribers for shares whose subscriptions have been accepted or their\nsuccessors in interest or, if no subscription has been accepted, on the\nwritten consent signed by a majority of the incorporators. If any\nincorporator dies or is for any reason unable to act, the other or\nothers may act. If there is no incorporator able to act, any person for\nwhom an incorporator was acting as agent may act in his stead, or if\nsuch other person also dies or is for any reason unable to act, his\nlegal representative may act.\n