N.Y. BSC Law § 404

§ 404. Organization meeting.\n (a) After the corporate existence has begun, an organization meeting\nof the incorporator or incorporators shall be held within or without\nthis state, for the purpose of adopting by-laws, electing directors to\nhold office until the first annual meeting of shareholders, except as\nauthorized under section 704 (Classification of directors), and the\ntransaction of such other business as may come before the meeting. If\nthere are two or more incorporators, the meeting may be held at the call\nof any incorporator, who shall give at least five days' notice thereof\nby mail to each other incorporator, which notice shall set forth the\ntime and place of the meeting. Notice need not be given to any\nincorporator who attends the meeting or submits a signed waiver of\nnotice before or after the meeting. If there are more than two\nincorporators, a majority shall constitute a quorum and the act of the\nmajority of the incorporators present at a meeting at which a quorum is\npresent shall be the act of the incorporators. An incorporator may act\nin person or by proxy signed by the incorporator or his\nattorney-in-fact.\n (b) Any action permitted to be taken at the organization meeting may\nbe taken without a meeting if each incorporator or his attorney-in-fact\nsigns an instrument setting forth the action so taken.\n (c) If an incorporator dies or is for any reason unable to act, action\nmay be taken as provided in such event in paragraph (c) of section 615\n(Written consent of shareholders, subscribers or incorporators without a\nmeeting).\n