A look at some regulations governing the number, election and removal of New York Board of Directors members.

Jul 14, 2021

 Law Offices of John Kiritsis, Esq.  Phone: 212-922-0005

By: John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

 

When it comes to the governance of the internal affairs of a business corporation in New York, it is typically imperative to look at the New York Business Corporation Law (BCL).  Sea changing revisions are consistently made with regards to the area of New York business corporation laws; hence, it may make sense to take any legal guide article answer, with a giant grain of salt.

 

A board of directors may consist of one or more members, as per Section 702 of the BCL. In the absence of a controlling provision in the by-laws or certificate of incorporation, which may, for example, provide for cumulative voting (See Section 618 of the BCL), directors are elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election (See Section 614 of the BCL). Directors may be removed by vote of the shareholders for cause, and if the certificate of incorporation or by-laws so provide, without cause (See Section 706 of the BCL).

 

The New York BCL has often been criticized by transactional attorneys, of sometimes making it quite challenging with regards to drafting corporate legal document, which reflect the manifested intent of the underlying parties.

 

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