Overview. A not-for-profit corporation may be formed under the Not-for-Profit Corporation Law as a “charitable corporation” or a “non-charitable corporation” unless it may be formed under any other corporate law of New York State (See Not-for-Profit Corporation Law section 201).
Religious Corporations are unique entities such as churches and synagogues with which the attorneys of Weiss & Weiss are familiar. Entities created for religious purposes may wish to determine whether to organize or dissolve pursuant to the Religious Corporation Law of the State of New York.
Section 615 - Greater requirement as to quorum and vote of members (a) The certificate of incorporation or a by-law adopted by the members may contain provisions specifying either or both of the following: (1) That the proportion of members, or of a class thereof, who shall be present in person or by proxy at any ...
Bylaws are internal documents, so they don't need to be filed with the New York Department of State like your Certificate of Incorporation. But even though the state government may never see your bylaws, they're still legally required for all New York corporations.
A resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors is as valid as if it had been passed at a meeting of Directors or committee of Directors.
602. Meetings of shareholders. (a) Meetings of shareholders may be held at such place, within or without this state, as may be fixed by or under the by-laws, or if not so fixed, at the office of the corporation in this state.
A resolution is required to record a formal decision, whether made during a meeting or through a written process without holding a meeting. The company's constitution should be consulted to determine if written resolutions are permissible for the specific decision.
A written consent is a document governing bodies within companies can adopt resolutions and take action. A resolution is a statement describing action taken by a governing body within a company. Within a corporation, shareholders, boards of directors and committees of directors may take action by adopting a resolution.
A written consent of the board of directors is a formal document that allows the company, such as the board of directors or members of an LLC, to take action without needing a physical meeting.