N.Y. BNK Law § 9013

§ 9013. When notice or lapse of time unnecessary; notices dispensed\nwith when delivery is prohibited. 1. Whenever, under articles six, ten,\nten-B and eleven, the organization certificate and by-laws of any\ncorporation or by the terms of any agreement or instrument, a\ncorporation or the board or any committee thereof is authorized to take\nany action after notice to any person or persons or after the lapse of a\nprescribed period of time, such action may be taken without notice and\nwithout the lapse of such period of time, if at any time before or after\nsuch action is completed the person or persons entitled to such notice\nor entitled to participate in the action to be taken or, in the case of\na shareholder, by his attorney-in-fact, submit a signed waiver of notice\nof such requirements.\n 2. Whenever any notice or communication is required to be given to any\nperson or persons by articles six, ten, ten-B and eleven, the\norganization certificate and by-laws, or by the terms of any agreement\nor instrument, or as a condition precedent to taking any corporate\naction and communication with such person or persons is then unlawful\nunder any statute of this state or of the United States or any\nregulation, proclamation or order issued under such statutes, then the\ngiving of such notice or communication to such person or persons shall\nnot be required and there shall be no duty to apply for a license or\nother permission to do so. Any affidavit, certificate or other\ninstrument which is required to be made or filed as proof of giving of\nany notice or communication required under articles six, ten and eleven\nshall, if such notice or communication to any person is dispensed with\nunder this subdivision, include a statement that such notice or\ncommunication was not given to any person with whom communication is\nunlawful. Such affidavit, certificate or other instrument shall be as\neffective for all purposes as though such notice or communication had\nbeen personally given to such person.\n