N.Y. Bus. Corp. Law § 708

§ 708. Action by the board.\n (a) Except as otherwise provided in this chapter, any reference in\nthis chapter to corporate action to be taken by the board shall mean\nsuch action at a meeting of the board.\n (b) Unless otherwise restricted by the certificate of incorporation or\nthe by-laws, any action required or permitted to be taken by the board\nor any committee thereof may be taken without a meeting if all members\nof the board or the committee consent in writing to the adoption of a\nresolution authorizing the action. The resolution and the written\nconsents thereto by the members of the board or committee shall be filed\nwith the minutes of the proceedings of the board or committee.\n (c) Unless otherwise restricted by the certificate of incorporation or\nthe by-laws, any one or more members of the board or any committee\nthereof may participate in a meeting of such board or committee by means\nof a conference telephone or similar communications equipment allowing\nall persons participating in the meeting to hear each other at the same\ntime. Participation by such means shall constitute presence in person at\na meeting.\n (d) Except as otherwise provided in this chapter, the vote of a\nmajority of the directors present at the time of the vote, if a quorum\nis present at such time, shall be the act of the board.\n