2015 New York Laws
NPC - Not-For-Profit Corporation
Article 7 - (Not-For-Profit Corporation) DIRECTORS AND OFFICERS
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 to the adoption of a resolution
  authorizing the action. Such consent may be written  or  electronic.  If
  written,  the  consent  must be executed by the director by signing such
  consent or causing his or her signature to be affixed to such consent by
  any reasonable means including, but not limited to, facsimile signature.
  If  electronic,  the  transmission  of  the  consent  must  be  sent  by
  electronic  mail  and  set forth, or be submitted with, information from
  which  it  can  reasonably  be  determined  that  the  transmission  was
  authorized  by  the  director.  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  of  any  committee
  thereof  who  is  not  physically present at a meeting of the board or a
  committee may participate by means of a conference telephone or  similar
  communications  equipment  or  by electronic video screen communication.
  Participation by such means shall constitute presence  in  person  at  a
  meeting  as  long  as  all persons participating in the meeting can hear
  each other at the same time and each director  can  participate  in  all
  matters  before the board, including, without limitation, the ability to
  propose, object to, and vote upon a specific action to be taken  by  the
  board or committee.
(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. Directors who
  are present at a meeting but not present at the time of a vote due to  a
  conflict of interest or related party transaction shall be determined to
  be present at the time of the vote for purposes of this paragraph.