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2022 New York Laws
NPC - Not-For-Profit Corporation
Article 7 - Directors and Officers
713 - Officers.

Universal Citation: NY Not for Profit Corp L § 713 (2022)
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§ 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.
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