§ 6015. Written consent of stockholders, subscribers or incorporators
without a meeting. 1. Whenever under this chapter stockholders are
required or permitted to take any action by vote, such action may be
taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all outstanding shares entitled to vote
thereon. This subdivision shall not be construed to alter or modify the
provisions of any section or any provision in an organization
certificate not inconsistent with this chapter under which the written
consent of the holders of less than all outstanding shares is sufficient
for corporate action.

2. Written consent thus given by the holders of all outstanding shares
entitled to vote shall have the same effect as a unanimous vote of
stockholders and any certificate with respect to the authorization or
taking of any such action which is to be delivered to the superintendent
shall recite that the authorization was by unanimous written consent.

3. When there are no stockholders of record, such action may be taken
on the written consent signed by a majority in interest of the
subscribers for shares whose subscriptions have been accepted or their
successors in interest or, if no subscription has been accepted, on the
written consent signed by a majority of the incorporators. If any
incorporator dies or is for any reason unable to act, the other or
others may act. If there is no incorporator able to act, any person for
whom an incorporator was acting as agent may act in his stead, or if
such other person also dies or is for any reason unable to act, his
legal representative may act.