N.Y. REL Law § 19 — New York Code / Act REL / Article 2 / Section 19
Board of directors
Status: in_force

§ 19. Board of directors. (a) The business of a cooperative shall be\nmanaged by a board of not less than five directors, each of whom shall\nbe a member of the cooperative or of another cooperative which is a\nmember thereof. The by-laws shall prescribe the number of directors,\ntheir qualifications, other than those prescribed in this chapter, the\nmanner of holding meetings of the board of directors and of electing\nsuccessors to directors who shall resign, die, or otherwise be incapable\nof acting.  The by-laws may also provide for the removal of directors\nfrom office and for the election of their successors. The cooperative\nmay provide a fair remuneration for its officers and directors and for\nmembers of its executive committee.\n  (b) The directors of a cooperative named in any articles of\nincorporation, consolidation, merger or conversion, shall hold office\nuntil the next annual meeting of the members and until their successors\nare elected and qualify. At each annual meeting or, in case of failure\nto hold the annual meeting as specified in the by-laws, at a special\nmeeting called for that purpose, the members shall elect directors to\nhold office until the next annual meeting of the members, except as\notherwise provided in this chapter. Each director shall hold office for\nthe term for which he is elected and until his successor is elected and\nqualifies.\n  (c) Instead of electing all the directors annually, the by-laws may\nprovide that directors may serve two or three year terms.\n  (1) If the by-laws provide that directors may serve two year terms,\nhalf of them, or a number as near thereto as possible, shall be elected\nto serve until the next annual meeting of the members and the remaining\ndirectors shall be elected to serve until the second succeeding annual\nmeeting.  Thereafter, as directors' terms expire, the members shall\nelect their successors to serve until the second succeeding annual\nmeeting after their election.\n  (2) If the by-laws provide that directors may serve three year terms,\none-third of them, or a number as near thereto as possible, shall be\nelected to serve until the third succeeding annual meeting, one-third\nshall be elected to serve until the second annual meeting and one-third\nshall serve until the next annual meeting. Thereafter as directors'\nterms expire, the members shall elect their successors to serve until\nthe third succeeding annual meeting after their election.\n  (3) A change in by-laws decreasing or increasing the terms of\ndirectors may not decrease nor increase the term of a duly elected\ndirector already in office, but shall become effective for any new term\nserved after the effective date of the by-law change.\n  (d) A majority of the board of directors shall constitute a quorum.\n  (e) If a husband and a wife hold a joint membership in a cooperative,\neither one, but not both, may be elected a director.\n  (f) The board of directors may exercise all of the powers of a\ncooperative not conferred upon the members by this chapter, or its\narticles of incorporation or by-laws.\n