2006 New York Code - Temporary Board Of Directors.

 
    §  306.  Temporary  board of directors. 1. The first annual meeting of
  such corporation shall be held at a time and place to be  fixed  by  the
  temporary  board  of  directors  which  shall  be  as soon as reasonably
  possible after a minimum of two and one-half per centum of  the  capital
  stock  of  such corporation shall have been paid into its treasury and a
  minimum of ten members of  such  corporation  shall  have  qualified  as
  hereinafter provided, and such meeting shall be called in such manner as
  may be provided by the temporary board of directors.
    2. Notwithstanding the foregoing provisions of this section, until the
  first   annual   meeting  of  such  corporation  and  the  election  and
  qualifications of a board of directors as hereinabove provided, all  the
  corporate  powers  of such corporation shall be exercised by a temporary
  board of directors consisting of thirteen persons, all of whom shall  be
  of  full age, citizens of the United States and residents of this state,
  and who shall be designated by the governor. Such designation  shall  be
  in  writing,  signed by the officer making it, and transmitted by him to
  the secretary of state who shall make and record in his office a copy of
  such designation and deliver the original to the designee,  who,  if  he
  accepts  such  designation,  shall notify the secretary of state of such
  fact, in writing, and thereupon his designation shall  become  effective
  and  the  secretary of state shall record such acceptance in his office.
  If any vacancy occurs in  such  temporary  board  of  directors  through
  death,  resignation  or  otherwise, a person shall be designated to fill
  such vacancy by the governor.  Upon the election and qualification of  a
  board  of  directors  pursuant  to  section  three  hundred five of this
  article, the temporary board of directors shall be deemed dissolved.
    3. As  soon  as  possible  after  the  designation  of  the  directors
  comprising the temporary board has become effective, the temporary board
  of  directors  shall meet, elect a chairman, cause stock certificates to
  be printed, appoint temporary officers and seek to enlist  the  support,
  membership and stock subscription of institutional lenders.