N.Y. NPC Law § 405

§ 405. Organization meeting.\n (a) After the corporate existence has begun, an organization meeting\nof the initial directors, or, if directors are not designated in the\ncertificate of incorporation, of the incorporator or incorporators,\nshall be held within or without this state, for the purpose of adopting\nby-laws, electing directors to hold office as provided in the\ncertificate of incorporation or the by-laws, and the transaction of such\nother business as may come before the meeting. The meeting may be held\nat the call of any director or, if directors are not designated in the\ncertificate of incorporation, any incorporator who shall give at least\nfive days' notice thereof by mail to each other director or\nincorporator, which notice shall set forth the time and place of the\nmeeting. Notice need not be given to any director or incorporator who\nsubmits a signed waiver of notice before or after the meeting, or who\nattends the meeting without protesting, prior thereto or at its\ncommencement, the lack of notice to him. If there are more than two\ndirectors or incorporators, a majority shall constitute a quorum and the\nact of the majority of those present at a meeting at which a quorum is\npresent shall be the act of the directors or incorporators. For the\npurposes of this section an incorporator or director may act in person\nor by proxy signed by him or his attorney in fact.\n (b) Any action permitted to be taken at an organization meeting may be\ntaken without a meeting if each director or, if directors are not\ndesignated in the certificate of incorporation, each incorporator or his\nattorney-in-fact signs an instrument setting forth the action so taken.\n (c) If a designated director or an incorporator dies or is for any\nreason unable to act, the other or others may act. If there is no\ndesignated director or incorporator able to act, any person for whom an\nincorporator is acting as agent may act in his stead, or if such other\nperson also dies or is for any reason unable to act, his legal\nrepresentative may act.\n