N.Y. Business Corporation Law § 704: Classification of directors

§ 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 two, three or four classes. All classes shall be as

nearly equal in number as possible. The terms of office of the

directors initially classified shall be as follows: that of the first

class shall expire at the next annual meeting of shareholders, the

second class at the second succeeding annual meeting, the third class,

if any, at the third succeeding annual meeting, and the fourth class, if

any, at the fourth succeeding annual meeting.

(b) At each annual meeting after such initial classification,

directors to replace those whose terms expire at such annual meeting

shall be elected to hold office until the second succeeding annual

meeting if there are two classes, the third succeeding annual meeting if

there are three classes, or the fourth succeeding annual meeting if

there are four classes.

(c) If directors are classified and the number of directors is

thereafter changed:

(1) Any newly created directorships or any decrease in directorships

shall be so apportioned among the classes as to make all classes as

nearly equal in number as possible.

(2) When the number of directors is increased by the board and any

newly created directorships are filled by the board, there shall be no

classification of the additional directors until the next annual meeting

of shareholders.