N.Y. Not-for-Profit Corporation Law § 713: Officers

§ 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

officers as it may determine, or as may be provided in the by-laws.

These officers may be designated by such alternate titles as may be

provided in the certificate of incorporation or the by-laws. Any two or

more offices may be held by the same person, except the offices of

president and secretary, or the offices corresponding thereto.

(b) The certificate of incorporation or a by-law adopted by the

members may provide that all officers or that specified officers shall

be elected by the members instead of by the board, or it may authorize

the president to appoint the other officers, or some of them, subject to

approval by the board.

(c) Each officer shall hold office for the term for which he is

elected or appointed, and until his successor has been elected or

appointed and qualified. Unless otherwise provided in the certificate of

incorporation or the by-laws, all officers shall be elected or appointed

annually.

(d) The certificate of incorporation or the by-laws may provide that

any one or more officers shall be ex-officio members of the board, with

voting rights unless specified otherwise.

(e) All officers as between themselves and the corporation shall have

such authority and perform such duties in the management of the

corporation as may be provided in the by-laws or, to the extent not so

provided, by the board. The board may require any officer to give

security for the faithful performance of his duties.

(f) No employee of the corporation shall serve as chair of the board

or hold any other title with similar responsibilities, unless the board

approves such employee serving as chair of the board by a two-thirds

vote of the entire board and contemporaneously documents in writing the

basis for the board approval; provided, however, that no such employee

shall be considered an independent director for the purposes of this

chapter.