2006 New York Code - Board Of Directors.

 
    § 213.  Board  of  directors.  1.  All  the  corporate  powers of such
  corporation shall be exercised by a board of directors consisting  of  a
  maximum  of  thirty persons, all of whom shall be of full age, residents
  of the state and at least one-half of whom  shall  be  citizens  of  the
  United States.
    2.  The  president  of such corporation, who shall be appointed by the
  board, shall serve as a director.
    3. At each annual meeting of such corporation,  the  members  of  such
  corporation  shall elect up to ten directors for a term of one year, who
  shall, to the extent possible, represent different economic  regions  as
  defined  in section two hundred eleven of this article. The exact number
  shall be established in the by-laws by the board of directors.  In  such
  elections, members of such corporation shall have one vote each.
    4.  At such annual meetings the stockholders of such corporation shall
  elect up to seven directors for a term  of  one  year  each.  The  exact
  number shall be established in the by-laws by the board of directors.
    5.  One  director  shall  be appointed by any of the entities that are
  members or stockholders of such  corporation  and  whose  membership  or
  stockholder  interest  meets  a minimum commitment as established in the
  by-laws by the board of directors.
    6. The directors elected by the members  and  the  stockholders  shall
  elect  three  additional directors: one representing minority interests,
  one representing women's interests, and  one  representing  regional  or
  local development corporations' interests.
    7.    The state commissioner of the department of economic development
  shall be a director exofficio.
    7-a. Two directors shall be appointed by the governor, who shall serve
  at the pleasure of the governor; one director shall be appointed by  the
  temporary  president  of  the senate, who shall serve at the pleasure of
  the temporary president; one director shall be appointed by  the  senate
  minority leader, who shall serve at the pleasure of the minority leader;
  and  one  appointed  by the assembly minority leader, who shall serve at
  the pleasure of the minority leader; and one director shall be appointed
  by the speaker of the assembly, who shall serve at the pleasure  of  the
  speaker.
    8.  If  any director shall lose his citizenship or shall cease to be a
  resident of the state, he shall immediately vacate  his  position  as  a
  director and such position shall thereupon be deemed vacant.
    9.  If  any  vacancy  occurs in the elected membership of the board of
  directors  through  death,  resignation  or  otherwise,  the   remaining
  directors  shall  elect  a person to fill such vacancy for the unexpired
  term.
    10. Upon the expiration of their terms, the  elected  directors  shall
  continue  as  such  until  their  successors  have been elected and have
  qualified.
    11. The board of directors shall elect one of its members as  chairman
  and  one  of  its  members  as  vice-chairman of such board, shall adopt
  by-laws  for  such  corporation,  and  may  appoint  such  officers  and
  employees as it deems advisable.