2010 New York Code
BSC - Business Corporation
Article 4 - (401 - 409) FORMATION OF CORPORATIONS
404 - Organization meeting.

§ 404. Organization meeting.
    (a)  After  the corporate existence has begun, an organization meeting
  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 until the first annual meeting of  shareholders,  except  as
  authorized  under  section  704  (Classification  of directors), and the
  transaction of such other business as may come before  the  meeting.  If
  there are two or more incorporators, the meeting may be held at the call
  of  any  incorporator, who shall give at least five days' notice thereof
  by mail to each other incorporator, which notice  shall  set  forth  the
  time  and  place  of  the  meeting.  Notice  need  not  be  given to any
  incorporator who attends the meeting  or  submits  a  signed  waiver  of
  notice  before  or  after  the  meeting.  If  there  are  more  than two
  incorporators, a majority shall constitute a quorum and the act  of  the
  majority  of the incorporators present at a meeting at which a quorum is
  present shall be the act of the incorporators. An incorporator  may  act
  in   person   or   by   proxy   signed   by   the  incorporator  or  his
  attorney-in-fact.
    (b) Any action permitted to be taken at the organization  meeting  may
  be  taken without a meeting if each incorporator or his attorney-in-fact
  signs an instrument setting forth the action so taken.
    (c) If an incorporator dies or is for any reason unable to act, action
  may be taken as provided in such event in paragraph (c) of  section  615
  (Written consent of shareholders, subscribers or incorporators without a
  meeting).

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