New York Business Corporation Law Article 7 - DIRECTORS AND OFFICERS

• 701 - Board of Directors.
  Subject to any provision in the certificate of incorporation authorized by paragraph (b) of section 620 (Agreements as to voting; provision in certificate of incorporation...
• 702 - Number of Directors.
  (a) The board of directors shall consist of one or more members. The number of directors constituting the board may be fixed by the by-laws,...
• 703 - Election and Term of Directors.
  (a) At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting except as authorized by section 704...
• 704 - Classification of Directors.
  (a) The certificate of incorporation or the specific provisions of a by-law adopted by the shareholders may provide that the directors be divided into either...
• 705 - Newly Created Directorships and Vacancies.
  (a) Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal...
• 706 - Removal of Directors.
  (a) Any or all of the directors may be removed for cause by vote of the shareholders. The certificate of incorporation or the specific provisions...
• 707 - Quorum of Directors.
  Unless a greater proportion is required by the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of...
• 708 - Action by the Board.
  (a) Except as otherwise provided in this chapter, any reference in this chapter to corporate action to be taken by the board shall mean such...
• 709 - Greater Requirement As to Quorum and Vote of Directors.
  (a) The certificate of incorporation may contain provisions specifying either or both of the following: (1) That the proportion of directors that shall constitute a...
• 710 - Place and Time of Meetings of the Board.
  Meetings of the board, regular or special, may be held at any place within or without this state, unless otherwise provided by the certificate of...
• 711 - Notice of Meetings of the Board.
  (a) Unless otherwise provided by the by-laws, regular meetings of the board may be held without notice if the time and place of such meetings...
• 712 - Executive Committee and Other Committees.
  (a) If the certificate of incorporation or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may designate...
• 713 - Interested Directors.
  (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any other corporation, firm,...
• 714 - Loans to Directors.
  (a) A corporation may not lend money to or guarantee the obligation of a director of the corporation unless: (1) the particular loan or guarantee...
• 715 - Officers.
  (a) The board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may...
• 716 - Removal of Officers.
  (a) Any officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the shareholders...
• 717 - Duty of Directors.
  (a) A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he...
• 718 - List of Directors and Officers.
  (a) If a shareholder of a corporation, in person or by his attorney or agent, or a representative of the district attorney or of the...
• 719 - Liability of Directors in Certain Cases.
  (a) Directors of a corporation who vote for or concur in any of the following corporate actions shall be jointly and severally liable to the...
• 720 - Action Against Directors and Officers for Misconduct.
  (a) An action may be brought against one or more directors or officers of a corporation to procure a judgment for the following relief: (1)...
• 721 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.
  The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which...
• 722 - Authorization for Indemnification of Directors and Officers.
  (a) A corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding ( other than one by...
• 723 - Payment of Indemnification Other Than by Court Award.
  (a) A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the...
• 724 - Indemnification of Directors and Officers by a Court.
  (a) Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board or of the shareholders in the specific...
• 725 - Other Provisions Affecting Indemnification of Directors and Officers.
  (a) All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under paragraph (c) of section 723...
• 726 - Insurance for Indemnification of Directors and Officers.
  (a) Subject to paragraph (b), a corporation shall have power to purchase and maintain insurance: (1) To indemnify the corporation for any obligation which it...
• 727 - Annual Reports for Certain Transactions Required.
  (a) Every condominium or cooperative housing corporation, incorporated pursuant to this chapter, shall, at least once each year: (1) require that each director, as defined...

Last modified: February 3, 2019