Legislation
SECTION 701
Board of directors
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 7
§ 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.
(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.