2006 New York Code - Written Consent Of Stockholders, Subscribers Or Incorporators Without A Meeting.

 
    § 6015.  Written consent of stockholders, subscribers or incorporators
  without a meeting. 1.  Whenever  under  this  chapter  stockholders  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 the holders of all outstanding shares entitled to vote
  thereon. This subdivision shall not be construed to alter or modify  the
  provisions   of   any  section  or  any  provision  in  an  organization
  certificate not inconsistent with this chapter under which  the  written
  consent of the holders of less than all outstanding shares is sufficient
  for corporate action.
    2. Written consent thus given by the holders of all outstanding shares
  entitled  to  vote  shall  have  the  same effect as a unanimous vote of
  stockholders and any certificate with respect to  the  authorization  or
  taking of any such action which is to be delivered to the superintendent
  shall recite that the authorization was by unanimous written consent.
    3.  When there are no stockholders of record, such action may be taken
  on the  written  consent  signed  by  a  majority  in  interest  of  the
  subscribers  for  shares whose subscriptions have been accepted or their
  successors in interest or, if no subscription has been accepted, on  the
  written  consent  signed  by  a  majority  of  the incorporators. If any
  incorporator 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.