N.Y. Not-for-Profit Corporation Law § 703: Election and term of office of directors; alternates

§ 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 or membership sections, or by virtue of their office or former

office in the corporation or other entity, public or private, or by

bondholders pursuant to paragraph (c) of section 506 (Bonds and security

interests) voting as a class, or any combination thereof.

(b) Directors shall be elected or appointed in the manner and for the

term of office provided in the certificate of incorporation or the

by-laws. The term of office of directors, other than those elected or

appointed by virtue of their office or former office in the corporation

or other entity, public or private, shall not exceed five years; and, if

the board is classified under section 704 (Classification of directors),

such term shall not exceed a number of years equal to the number of

classes into which the board is classified. In the absence of a

provision fixing the term, it shall be one year.

(c) Each director shall hold office until the expiration of the term

for which he is elected or appointed, and until his successor has been

elected or appointed and qualified.

(d) If the certificate of incorporation or by-laws so provide, a

special district or membership section entitled to elect or appoint one

or more directors may elect or appoint an alternate for each such

director. In the absence of a director from a meeting of the board, his

alternate may, upon written notice to the secretary of the corporation,

attend such meeting and exercise therein the rights, powers, and

privileges of the absent director. When so exercising the rights,

powers, and privileges of the absent director, such alternate shall be

subject in all respects to the provisions of this chapter governing

directors.