New York Laws
Title 7 - Directors and Officers
7008 - Action by the Board.

§ 7008. Action by the board. 1. Any reference in this chapter to
corporate action to be taken by the board, other than the approval
required by section five hundred eleven of this chapter, shall mean such
action at a meeting of the board. 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.

2. When authorized by the organization certificate of incorporation or
the by-laws, any one or more members of the board or any committee
thereof may participate in a meeting of such board or committee by means
of a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at
a meeting.

3. The superintendent shall have the power to determine by regulation
the circumstances under which any action required or permitted to be
taken at any meeting of the board of directors of a banking organization
may be taken without a meeting if all members of the board consent
thereto in writing and the resolution and written consents thereto are
filed with the minutes of the proceedings of the board.