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This entry was published on 2021-04-09
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SECTION 708
Action by the board
Business Corporation (BSC) CHAPTER 4, ARTICLE 7
§ 708. Action by the board.

(a) Except as otherwise provided in this chapter, any reference in
this chapter to corporate action to be taken by the board shall mean
such action at a meeting of the board.

* (b) Unless otherwise restricted by the certificate of incorporation
or the by-laws, any action required or permitted to be taken by the
board or any committee thereof may be taken without a meeting if all
members of the board or the committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the board or committee shall be filed
with the minutes of the proceedings of the board or committee. For the
duration of the state disaster emergency declared by executive order two
hundred two that began on March seventh, two thousand twenty, or until
December thirty-first, two thousand twenty-one, whichever is later,
notwithstanding any provision of law to the contrary, the written
consent of a member may be made electronically, where such consent is
submitted via electronic mail along with information from which it can
be reasonably determined that the transmission was authorized by such
member.

* NB Effective until December 31, 2021

* (b) Unless otherwise restricted by the certificate of incorporation
or the by-laws, any action required or permitted to be taken by the
board or any committee thereof may be taken without a meeting if all
members of the board or the committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the board or committee shall be filed
with the minutes of the proceedings of the board or committee.

* NB Effective December 31, 2021

(c) Unless otherwise restricted by the certificate of incorporation or
the by-laws, any one or more members of the board or any committee
thereof may participate in a meeting of such board or committee by means
of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at
a meeting.

(d) Except as otherwise provided in this chapter, the vote of a
majority of the directors present at the time of the vote, if a quorum
is present at such time, shall be the act of the board.

(e) In the case of corporations owning or leasing residential premises
and operating the same on a cooperative basis, changes including the
adoption, amendment or repeal of the by-laws by the board of directors
shall be provided to the members, stockholders, and delegates of such
corporation in writing, by physical or electronic means, within ten days
of such adoption.

(f) Upon the adoption, amendment or repeal of by-laws by the board of
directors of a corporation owning or leasing residential premises and
operating the same on a cooperative basis pursuant to subdivision (e) of
this section, where such change would have a direct effect on the
resident's occupancy or the rules of the building, the board of
directors shall post the adopted, amended, or repealed by-laws
conspicuously to ensure tenants will be aware of such adoption.