New York Not-for-profit Corporation - Article 7 - § 708 Action by the Board
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New York Laws > New York Not-for-profit Corporation (NPC) > New York Not-for-profit Corporation - Article 7 - § 708 Action by the Board
§ 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.
(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
(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.
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Last modified: February 16, 2012