State Codes and Statutes

Statutes > New-york > Npc > Article-6 > 614

§ 614. Action by members without a meeting.    (a) Whenever, under this chapter, members are required or permitted to  take  any  action by vote, such action may be taken without a meeting on  written consent, setting forth the action so taken, signed by all of the  members entitled to vote thereon. This paragraph shall not be  construed  to  alter  or modify any provision in a certificate of incorporation not  inconsistent with this chapter under which the written consent  of  less  than all of the members is sufficient for corporate action.    (b)  Written  consent thus given by all members entitled to vote shall  have the same effect as a unanimous vote of members and any  certificate  with  respect to the authorization or taking of any such action which is  delivered to the department of state shall recite that the authorization  was by uanimous written consent.    (c) When there are no members of record, such action may be  taken  on  the  written consent signed by a majority in interest of the subscribers  for capital certificates whose subscriptions have been accepted or their  successors in interest or, if no subscription has been accepted, on  the  written  consent  signed  by  the  incorporator  or  a  majority  of the  incorporators. When there are two or more incorporators, if any dies  or  is  for  any reason unable to act, the other or others may act. If there  is no incorporator able to act, any person for whom an incorporator  was  acting  as agent may act in his stead, or if such other person also dies  or is for any reason unable to act, his legal representative may act.

State Codes and Statutes

Statutes > New-york > Npc > Article-6 > 614

§ 614. Action by members without a meeting.    (a) Whenever, under this chapter, members are required or permitted to  take  any  action by vote, such action may be taken without a meeting on  written consent, setting forth the action so taken, signed by all of the  members entitled to vote thereon. This paragraph shall not be  construed  to  alter  or modify any provision in a certificate of incorporation not  inconsistent with this chapter under which the written consent  of  less  than all of the members is sufficient for corporate action.    (b)  Written  consent thus given by all members entitled to vote shall  have the same effect as a unanimous vote of members and any  certificate  with  respect to the authorization or taking of any such action which is  delivered to the department of state shall recite that the authorization  was by uanimous written consent.    (c) When there are no members of record, such action may be  taken  on  the  written consent signed by a majority in interest of the subscribers  for capital certificates whose subscriptions have been accepted or their  successors in interest or, if no subscription has been accepted, on  the  written  consent  signed  by  the  incorporator  or  a  majority  of the  incorporators. When there are two or more incorporators, if any dies  or  is  for  any reason unable to act, the other or others may act. If there  is no incorporator able to act, any person for whom an incorporator  was  acting  as agent may act in his stead, or if such other person also dies  or is for any reason unable to act, his legal representative may act.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Npc > Article-6 > 614

§ 614. Action by members without a meeting.    (a) Whenever, under this chapter, members are required or permitted to  take  any  action by vote, such action may be taken without a meeting on  written consent, setting forth the action so taken, signed by all of the  members entitled to vote thereon. This paragraph shall not be  construed  to  alter  or modify any provision in a certificate of incorporation not  inconsistent with this chapter under which the written consent  of  less  than all of the members is sufficient for corporate action.    (b)  Written  consent thus given by all members entitled to vote shall  have the same effect as a unanimous vote of members and any  certificate  with  respect to the authorization or taking of any such action which is  delivered to the department of state shall recite that the authorization  was by uanimous written consent.    (c) When there are no members of record, such action may be  taken  on  the  written consent signed by a majority in interest of the subscribers  for capital certificates whose subscriptions have been accepted or their  successors in interest or, if no subscription has been accepted, on  the  written  consent  signed  by  the  incorporator  or  a  majority  of the  incorporators. When there are two or more incorporators, if any dies  or  is  for  any reason unable to act, the other or others may act. If there  is no incorporator able to act, any person for whom an incorporator  was  acting  as agent may act in his stead, or if such other person also dies  or is for any reason unable to act, his legal representative may act.