2013 New York Consolidated Laws
NPC - Not-For-Profit Corporation
Article 4 - (401 - 406) FORMATION OF CORPORATIONS
405 - Organization meeting.

 
  § 405. Organization meeting.
    (a)  After  the corporate existence has begun, an organization meeting
  of the initial directors, or, if directors are  not  designated  in  the
  certificate  of  incorporation,  of  the  incorporator or incorporators,
  shall be held within or without this state, for the purpose of  adopting
  by-laws,   electing   directors  to  hold  office  as  provided  in  the
  certificate of incorporation or the by-laws, and the transaction of such
  other business as may come before the meeting. The meeting may  be  held
  at  the  call of any director or, if directors are not designated in the
  certificate of incorporation, any incorporator who shall give  at  least
  five   days'   notice   thereof  by  mail  to  each  other  director  or
  incorporator, which notice shall set forth the time  and  place  of  the
  meeting.    Notice need not be given to any director or incorporator who
  submits a signed waiver of notice before or after the  meeting,  or  who
  attends  the  meeting  without  protesting,  prior  thereto  or  at  its
  commencement, the lack of notice to him. If  there  are  more  than  two
  directors or incorporators, a majority shall constitute a quorum and the
  act  of  the majority of those present at a meeting at which a quorum is
  present shall be the act of the  directors  or  incorporators.  For  the
  purposes  of  this section an incorporator or director may act in person
  or by proxy signed by him or his attorney in fact.
    (b) Any action permitted to be taken at an organization meeting may be
  taken without a meeting if  each  director  or,  if  directors  are  not
  designated in the certificate of incorporation, each incorporator or his
  attorney-in-fact signs an instrument setting forth the action so taken.
    (c)  If  a  designated  director or an incorporator dies or is for any
  reason unable to act, the other or  others  may  act.  If  there  is  no
  designated  director or incorporator able to act, any person for whom an
  incorporator is 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.