New York Codes, Rules and Regulations
Title 3 - BANKING
Chapter III - SUPERINTENDENT'S REGULATIONS
Subchapter A - BANKING ORGANIZATIONS
Part 307 - Corporate Governance Actions Permitted To Be Taken By Unanimous Written Consent Of Board Of Directors
Section 307.1 - Explanatory note regarding action permitted to be taken by unanimous written consent of a board of directors

(a) Subdivision 3 of section 7008 of the Banking Law authorizes the superintendent to adopt a regulation which establishes the circumstances under which any action, authorized by the organization certificate or the by-laws to be taken at a meeting of the board of directors of a bank, trust company, safe deposit company, investment company, mutual trust investment company, stock-form savings bank or stock-form savings and loan association may be taken without a meeting, provided that 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. Subdivision 3 of section 7008 of the Banking Law does not govern meetings of committees of such board of directors. Pursuant to section 7012 of the Banking Law, the conduct of committees of such a board is governed by board resolution, organization certificate, or by-laws, except as specified by section 7012. Action taken by unanimous written consent pursuant to section 307.2 of this Part shall not be considered a "meeting" for purposes of section 6.6 of this Title.