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BLOG / 03.19.20 /Jacob E. Amir

Governor Cuomo Issues Executive Order Amending the Corporation Law to Permit Board Member Votes by E-mail

Business Corporation Law 708(b) permits corporate boards to take action upon written approval of its members without conducting a meeting, unless such action is prohibited by the entity’s articles of organization or by-laws. NYS Executive Order 202.5 issued on March 18, 2020, in response to the COVID-19 pandemic, amends BCL 708(b):

“To the extent necessary to permit business corporations to take any action otherwise permitted under that section with the electronic consent of the members of the board or committee, when such consent is submitted via electronic mail along with information from which it can reasonably be determined that the transmission was authorized by such member.”

Boards can now avoid challenges by members or other directors to board actions taken between formal meetings and approved by emails from individual directors.