2006 New York Code - When Notice Or Lapse Of Time Unnecessary; Notices Dispensed With When Delivery Is Prohibited.

 
  § 108. When  notice or lapse of time unnecessary; notices dispensed with
           when delivery is prohibited.
    (a) Whenever, under this chapter or the certificate  of  incorporation
  or  by-laws  of  any  corporation  or  by  the terms of any agreement or
  instrument, a corporation or the  board  or  any  committee  thereof  is
  authorized  to  take any action after notice to any person or persons or
  after the lapse of a prescribed period of time, such action may be taken
  without notice and without the lapse of such period of time, if  at  any
  time  before  or  after  such  action is completed the person or persons
  entitled to such notice or entitled to participate in the action  to  be
  taken  or, in the case of a shareholder, by his attorney-in-fact, submit
  a signed waiver of notice of such requirements.
    (b) Whenever any notice or communication is required to  be  given  to
  any person by this chapter, the certificate of incorporation or by-laws,
  or  by  the  terms  of  any  agreement  or instrument, or as a condition
  precedent to taking any corporate action  and  communication  with  such
  person is then unlawful under any statute of this state or of the United
  States  or  any  regulation,  proclamation  or  order  issued under said
  statutes, then the giving of such notice or communication to such person
  shall not be required and there shall be no duty to apply for license or
  other  permission  to  do  so.  Any  affidavit,  certificate  or   other
  instrument  which is required to be made or filed as proof of the giving
  of any notice or communication required under  this  chapter  shall,  if
  such  notice or communication to any person is dispensed with under this
  paragraph, include a statement that such notice or communication was not
  given to any person with whom communication is unlawful. Such affidavit,
  certificate or other instrument shall be as effective for  all  purposes
  as though such notice or communication had been personally given to such
  person.
    (c) Whenever  any  notice or communication is required or permitted by
  this chapter to  be  given  by  mail,  it  shall,  except  as  otherwise
  expressly  provided  in this chapter, be mailed to the person to whom it
  is directed at the address designated by him for  that  purpose  or,  if
  none   is  designated,  at  his  last  known  address.  Such  notice  or
  communication is given when deposited, with postage thereon prepaid,  in
  a  post  office  or  official  depository  under  the exclusive care and
  custody of the United States post office department. Such mailing  shall
  be by first class mail except where otherwise required by this chapter.