N.Y. BSC Law § 108

§ 108. When notice or lapse of time unnecessary; notices dispensed with\n when delivery is prohibited.\n (a) Whenever, under this chapter or the certificate of incorporation\nor by-laws of any corporation or by the terms of any agreement or\ninstrument, a corporation or the board or any committee thereof is\nauthorized to take any action after notice to any person or persons or\nafter the lapse of a prescribed period of time, such action may be taken\nwithout notice and without the lapse of such period of time, if at any\ntime before or after such action is completed the person or persons\nentitled to such notice or entitled to participate in the action to be\ntaken or, in the case of a shareholder, by his attorney-in-fact, submit\na signed waiver of notice of such requirements.\n (b) Whenever any notice or communication is required to be given to\nany person by this chapter, the certificate of incorporation or by-laws,\nor by the terms of any agreement or instrument, or as a condition\nprecedent to taking any corporate action and communication with such\nperson is then unlawful under any statute of this state or of the United\nStates or any regulation, proclamation or order issued under said\nstatutes, then the giving of such notice or communication to such person\nshall not be required and there shall be no duty to apply for license or\nother permission to do so. Any affidavit, certificate or other\ninstrument which is required to be made or filed as proof of the giving\nof any notice or communication required under this chapter shall, if\nsuch notice or communication to any person is dispensed with under this\nparagraph, include a statement that such notice or communication was not\ngiven to any person with whom communication is unlawful. Such affidavit,\ncertificate or other instrument shall be as effective for all purposes\nas though such notice or communication had been personally given to such\nperson.\n (c) Whenever any notice or communication is required or permitted by\nthis chapter to be given by mail, it shall, except as otherwise\nexpressly provided in this chapter, be mailed to the person to whom it\nis directed at the address designated by him for that purpose or, if\nnone is designated, at his last known address. Such notice or\ncommunication is given when deposited, with postage thereon prepaid, in\na post office or official depository under the exclusive care and\ncustody of the United States post office department. Such mailing shall\nbe by first class mail except where otherwise required by this chapter.\n