N.Y. Not-for-Profit Corporation Law § 701: Board of directors

§ 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 least eighteen years of age; provided, however, that a

member of the board of directors of any girl scout council chartered by

Girl Scouts of the United States of America, Inc., or any Camp Fire

Girls club member serving as a member of the board of directors on the

National Board and National Council of Camp Fire Girls, Inc. or on the

local board of the Camp Fire Girls, Inc. or any member of Aspira of

America Inc. or Aspira of New York Inc. serving on the board of

directors, shall be at least sixteen years of age. Notwithstanding the

above, a corporation organized for educational purposes primarily for

the benefit of individuals below eighteen years of age may include one

director below eighteen years of age who is at least sixteen years of

age. Further, a corporation organized for recreational or youth

development and delinquency prevention purposes primarily for the

benefit of individuals below eighteen years of age may include one or

more directors, the number of which shall not exceed one-half of the

total number of directors for a quorum for the transaction of business,

who are at least sixteen years of age but not over eighteen years of

age. The certificate of incorporation or the by-laws may prescribe other

qualifications for directors, provided, however, any corporation

organized for recreation or youth development and delinquency prevention

purposes, when increasing the number of directors between the ages of

sixteen and eighteen years old to more than one, shall prescribe in its

certificate of incorporation the number of such directors not to exceed

the limitations of this paragraph.

(b) If the certificate of incorporation vests the management of the

corporation, in whole or in part, in one or more persons other than the

board, individually or collectively, such other person or persons shall

be subject to the same obligations and the same liabilities for

managerial acts or omissions as are imposed upon directors by this

chapter.