2006 New York Code - Number Of Directors.

 
  § 702. Number of directors.
    (a)  The  board of directors shall consist of one or more members. The
  number of directors constituting the board may be fixed by the  by-laws,
  or  by  action  of  the  shareholders or of the board under the specific
  provisions of a by-law adopted by the  shareholders.  If  not  otherwise
  fixed  under  this  paragraph, the number shall be one.  As used in this
  article, "entire board" means the total number of  directors  which  the
  corporation would have if there were no vacancies.
    (b) The number of directors may be increased or decreased by amendment
  of  the  by-laws, or by action of the shareholders or of the board under
  the specific provisions of a by-law adopted by the shareholders, subject
  to the following limitations:
    (1) If the board is authorized by the by-laws to change the number  of
  directors, whether by amending the by-laws or by taking action under the
  specific  provisions  of  a  by-law  adopted  by  the shareholders, such
  amendment or action shall require the vote of a majority of  the  entire
  board.
    (2) No decrease shall shorten the term of any incumbent director.