N.Y. Business Corporation Law § 702: Number of directors

§ 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,

or by action of the shareholders or of the board under the specific

provisions of a by-law adopted by the shareholders. If not otherwise

fixed under this paragraph, the number shall be one. As used in this

article, "entire board" means the total number of directors which the

corporation would have if there were no vacancies.

(b) The number of directors may be increased or decreased by amendment

of the by-laws, or by action of the shareholders or of the board under

the specific provisions of a by-law adopted by the shareholders, subject

to the following limitations:

(1) If the board is authorized by the by-laws to change the number of

directors, whether by amending the by-laws or by taking action under the

specific provisions of a by-law adopted by the shareholders, such

amendment or action shall require the vote of a majority of the entire

board.

(2) No decrease shall shorten the term of any incumbent director.