N.Y. NPC Law § 614

§ 614. Action by members without a meeting.\n (a) Whenever, under this chapter, members are required or permitted to\ntake any action by vote, such action may be taken without a meeting upon\nthe consent of all of the members entitled to vote thereon, which\nconsent shall set forth the action so taken. Such consent may be written\nor electronic. If written, the consent must be executed by the member or\nthe member's authorized officer, director, employee or agent by signing\nsuch consent or causing his or her signature to be affixed to such\nconsent by any reasonable means including but not limited to facsimile\nsignature. If electronic, the transmission of the consent must be sent\nby electronic mail or other electronic means and set forth, or be\nsubmitted with, information from which it can reasonably be determined\nthat the transmission was authorized by the member. This paragraph shall\nnot be construed to alter or modify any provision in a certificate of\nincorporation not inconsistent with this chapter under which the written\nconsent of less than all of the members is sufficient for corporate\naction.\n (b) Written or electronic consent thus given by all members entitled\nto vote shall have the same effect as a unanimous vote of members and\nany certificate with respect to the authorization or taking of any such\naction which is delivered to the department of state shall recite that\nthe authorization was by unanimous written consent.\n (c) When there are no members of record, such action may be taken on\nthe written consent signed by a majority in interest of the subscribers\nfor capital certificates whose subscriptions have been accepted or their\nsuccessors in interest or, if no subscription has been accepted, on the\nwritten consent signed by the incorporator or a majority of the\nincorporators. When there are two or more incorporators, if any dies or\nis for any reason unable to act, the other or others may act. If there\nis no incorporator able to act, any person for whom an incorporator was\nacting as agent may act in his or her stead, or if such other person\nalso dies or is for any reason unable to act, his or her legal\nrepresentative may act.\n