N.Y. Banking Law 6015 – 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.
Terms Used In N.Y. Banking Law 6015
- Organization certificate: includes (a) the original organization certificate or any other instrument filed or issued under any statute to form a corporation or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute; or (b) a special act or charter creating a corporation or foreign corporation, as amended, supplemented or restated by special acts or by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute. See N.Y. Banking Law 1001
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.