New York Not-For-Profit Corporation Law Article 7 - DIRECTORS AND OFFICERS

• 701 - Board of Directors.
  (a) Except as otherwise provided in the certificate of incorporation, a corporation shall be managed by its board of directors. Each director shall be at...
• 702 - Number of Directors.
  (a) The number of directors constituting the entire board shall be not less than three. Subject to such limitation, such number may be fixed by...
• 703 - Election and Term of Office of Directors; Alternates.
  (a) A corporation may provide in its certificate of incorporation or by-laws for directors to be elected or appointed at large, or by special districts...
• 704 - Classification of Directors.
  (a) The certificate of incorporation or a by-law adopted by the members may provide that directors elected or appointed at large shall be divided into...
• 705 - Newly Created Directorships and Vacancies.
  (a) Newly created directorships resulting from an increase in the number of directors elected or appointed at large, and vacancies among such directors for any...
• 706 - Removal of Directors.
  (a) Except as limited in paragraph (c), any or all of the directors may be removed for cause by vote of the members, or by...
• 707 - Quorum of Directors.
  Unless a greater proportion is required by this chapter or by the certificate of incorporation or by a by-law adopted by the members, a majority...
• 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 or a by-law adopted by the members may contain provisions specifying either or both of the following: (1) That the...
• 710 - Place and Time of Meetings of the Board.
  (a) Meetings of the board, annual, regular or special, may be held at any place within or without this state, unless otherwise provided by the...
• 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) The certificate of incorporation, the by-laws, or the board may create committees of the board, each consisting of three or more directors. The board...
• 712-a - Audit Oversight.
  (a) The board, or a designated audit committee of the board comprised solely of independent directors, of any corporation required to file an independent certified...
• 713 - Officers.
  (a) The board may elect or appoint a chair or president, or both, one or more vice-presidents, a secretary and a treasurer, and such other...
• 714 - 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 members...
• 715 - Related Party Transactions.
  (a) No corporation shall enter into any related party transaction unless the transaction is determined by the board, or an authorized committee thereof, to be...
• 715-a - Conflict of Interest Policy.
  (a) Except as provided in paragraph (d) of this section, the board shall adopt, and oversee the implementation of, and compliance with, a conflict of...
• 715-b - Whistleblower Policy.
  (a) Except as provided in paragraph (c) of this section, the board of every corporation that has twenty or more employees and in the prior...
• 716 - Loans to Directors and Officers.
  No loans, other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit...
• 717 - Duty of Directors and Officers.
  (a) Directors and officers shall discharge the duties of their respective positions in good faith and with the care an ordinarily prudent person in a...
• 718 - List of Directors and Officers.
  (a) If a member or creditor of a corporation, in person or by his attorney or agent, or a representative of the district attorney or...
• 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 - Actions Against Directors, Officers and Key Persons.
  (a) An action may be brought against one or more directors, officers, or key persons of a corporation to procure a judgment for the following...
• 720-a - Liability of Directors, Officers and Trustees.
  Except as provided in sections seven hundred nineteen and seven hundred twenty of this chapter, and except any action or proceeding brought by the attorney...
• 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 or...
• 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 members 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...

Last modified: February 3, 2019