Directors' resolutions under New York BCL § 708
How a New York corporation's board passes resolutions, by meeting or by unanimous written consent under BCL § 708, with conflict-of-interest rules under § 713.
| § 708 | Unanimous written consent of directors |
|---|---|
| § 707 | Telephone meeting of directors |
| § 713 | Conflict-of-interest transactions |
- NY BCL § 708 permits unanimous written consent of directors
- Every director must sign for the consent to be effective
- Telephone-conference participation permitted under § 707
- Conflict-of-interest transactions governed by § 713
- New York requires extensive recordkeeping under § 624
NY BCL § 708 unanimous written consent
New York permits the board to act by unanimous written consent in lieu of a meeting. The mechanism is substantively identical to Delaware § 141(f). Every director entitled to vote must sign. The consent is effective on the date of the last signature.
Section 713 conflict-of-interest transactions
Section 713 permits interested-director transactions where the interest is disclosed and the transaction is approved by majority disinterested directors, shareholder ratification, or by being demonstrably fair to the corporation. The procedural safeguards mirror Delaware § 144 closely.
Section 624 records requirements
New York imposes more prescriptive recordkeeping requirements than Delaware. Section 624 requires the corporation to keep minutes of all meetings, complete and correct books and records of account, and a record of shareholders, directors, and officers. Resolutions are part of this required record.
Octelligence captures every directors' resolution against the corporation it governs, with full signature record and unalterable timestamp. Filed automatically to the minute book.
See Digital Corporate RecordsTemplates per jurisdiction, electronic signature, complete activity log, every resolution tied to its underlying transaction.