2006 New York Code - 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.

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