reglab/housing_qa huggingface dataset:
NY Not for Profit Corp L § 704 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 704 - Classification of Directors.

§ 704. Classification of directors.  (a)  The  certificate  of  incorporation  or  a  by-law adopted by the members may provide that directors elected or appointed at  large  shall be  divided into either two, three, four or five classes for the purpose of staggering their terms  of  office  and  that  all  or  some  of  the directors  elected or appointed otherwise than at large shall be divided into the same or a different number of classes, not exceeding five,  for the  same  purpose. All classes of each type shall be as nearly equal in number as possible and, if provision has been made for cumulative voting under section 617 (Cumulative voting), no class shall include less  than three directors.  (b) The terms of office of the directors initially classified shall be as  follows:  that  of  the  first class shall expire at the next annual meeting of members if there be members, or of the board if there  be  no members,  the  second class at the second succeeding annual meeting, the third class, if any, at the third succeeding annual meeting, the  fourth class,  if  any,  at  the fourth succeeding annual meeting and the fifth class, if any, at  the  fifth  succeeding  annual  meeting.  After  such initial classification, directors to replace those whose terms expire at each  annual  meeting  shall  be elected or appointed at such meeting to hold office for a full term in accordance with such classification.  (c) If directors  are  classified  and  the  number  of  directors  is thereafter changed by action of the board:  (1)  Any  newly created directorships or any decrease in directorships shall be so apportioned among the classes as  to  make  all  classes  as nearly equal in number as possible.  (2)  If  newly  created  directorships  are  filled  by the board in a corporation having members, there shall  be  no  classification  of  the additional directors until the next annual meeting of members.
NY Not for Profit Corp L § 705 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 705 - Newly Created Directorships and Vacancies.

§ 705. Newly created directorships and vacancies.  (a)  Newly  created  directorships  resulting  from an increase in the number of directors elected or appointed at large, and  vacancies  among such  directors  for  any reason, may be filled by vote of a majority of the directors then in office, regardless of  their  number,  unless  the certificate  of  incorporation  or  the  by-laws provide that such newly created directorships or vacancies  shall  be  filled  by  vote  of  the members.  (b)   Vacancies  among  directors  elected  or  appointed  by  special districts or membership sections, or by bondholders voting as  a  class, shall  be  filled  by  action  of  the persons entitled to vote thereon; except that, if a vacancy remains  unfilled  for  six  months  after  it occurs, and by reason of the absence, illness, or other inability of one or  more  of  the  remaining  directors  a quorum of the board cannot be obtained, the remaining directors, or a majority of them, may appoint  a director to fill such vacancy.  (c)  A  director  elected  or  appointed  to fill a vacancy shall hold office until the next annual meeting at which the election of  directors is  in the regular order of business, and until his successor is elected or appointed and qualified.
NY Not for Profit Corp L § 706 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 706 - Removal of Directors.

§ 706. Removal of directors.  (a)  Except  as  limited in paragraph (c), any or all of the directors may be removed for cause by vote of the  members,  or  by  vote  of  the directors provided there is a quorum of not less than a majority present at the meeting of directors at which such action is taken.  (b)  Except  as  limited  in  paragraph  (c),  if  the  certificate of incorporation or the by-laws so provide, any or all of the directors may be removed without cause by vote of the members.  (c) The removal of directors, with or without cause,  as  provided  in paragraphs (a) and (b) is subject to the following:  (1) In the case of a corporation having cumulative voting, no director may  be  removed  when  the  votes  cast  against  his  removal would be sufficient to elect him if voted cumulatively at an  election  at  which the  same  total  number of votes were cast and the entire board, or the entire class of directors of which he  is  a  member,  were  then  being elected; and  (2)  When by the provisions of the certificate of incorporation or the by-laws the members of any class or group,  or  the  holders  of  bonds, voting  as  a  class,  are  entitled to elect one or more directors, any director so elected may be removed only by the applicable  vote  of  the members  of that class or group, or the holders of such bonds, voting as a class.  (d) An action to procure a judgment removing a director for cause  may be  brought  by  the  attorney-general  or by ten percent of the members whether or not entitled to vote. The court may bar from re-election  any director so removed for a period fixed by the court.
NY Not for Profit Corp L § 707 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 707 - Quorum of Directors.

§ 707. Quorum of directors.Unless  a  greater  proportion  is  required by this chapter or by the   certificate of incorporation or by a by-law adopted by  the  members,  a   majority  of  the  entire  board  shall  constitute  a  quorum  for  the   transaction of business or of any specified  item  of  business,  except   that  the certificate of incorporation or the by-laws may fix the quorum   at less than a majority of the entire board, provided that in  the  case   of  a  board  of  fifteen  members  or less the quorum shall be at least   one-third of the entire number of members and in the case of a board  of   more than fifteen members the quorum shall be at least five members plus   one  additional  member  for  every ten members (or fraction thereof) in   excess of fifteen.
NY Not for Profit Corp L § 708 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 708 - Action by the Board.

§ 708. Action by the board.  (a)  Except  as  otherwise  provided in this chapter, any reference in this chapter to corporate action to be taken by  the  board  shall  mean such action at a meeting of the board.  (b) Unless otherwise restricted by the certificate of incorporation or the  by-laws,  any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if  all  members of  the  board  or the committee consent to the adoption of a resolution authorizing the action. Such consent may be written  or  electronic.  If written,  the  consent  must be executed by the director by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature. If  electronic,  the  transmission  of  the  consent  must  be  sent  by electronic  mail  and  set forth, or be submitted with, information from which  it  can  reasonably  be  determined  that  the  transmission  was authorized  by  the  director.  The  resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee.  (c) Unless otherwise restricted by the certificate of incorporation or the by-laws, any one or more members of the board or  of  any  committee thereof  who  is  not  physically present at a meeting of the board or a committee may participate by means of a conference telephone or  similar communications  equipment  or  by electronic video screen communication. Participation by such means shall constitute presence  in  person  at  a meeting  as  long  as  all persons participating in the meeting can hear each other at the same time and each director  can  participate  in  all matters  before the board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken  by  the board or committee.  (d)  Except  as  otherwise  provided  in  this  chapter, the vote of a majority of the directors present at the time of the vote, if  a  quorum is  present  at  such time, shall be the act of the board. Directors who are present at a meeting but not present at the time of a vote due to  a conflict of interest or related party transaction shall be determined to be present at the time of the vote for purposes of this paragraph.
NY Not for Profit Corp L § 709 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 709 - Greater Requirement as to Quorum and Vote of Directors.

§ 709. Greater requirement as to quorum and vote of directors.  (a)  The  certificate  of  incorporation  or  a  by-law adopted by the members  may  contain  provisions  specifying  either  or  both  of  the following:  (1)  That  the  proportion of directors that shall constitute a quorum for the transaction of business or of any  specified  item  of  business shall  be  greater than the proportion prescribed by this chapter in the absence of such provision.  (2) That the proportion of votes of directors that shall be  necessary for  the  transaction  of  business or of any specified item of business shall be greater than the proportion prescribed by this chapter  in  the absence of such provision.  (b) An amendment by the members of the certificate of incorporation or of the by-laws which adds a provision permitted by this section or which changes  or strikes out such a provision, shall be authorized by vote of two-thirds of the members entitled to vote or of such greater proportion as may be provided specifically in the certificate of  incorporation  or the by-law for adding, changing or striking out a provision permitted by this section.  (c) If there are no members, an amendment by the board of directors of the  certificate  of  incorporation or the by-law which adds a provision permitted by this section  or  which  changes  or  strikes  out  such  a provision, shall be authorized at a meeting by vote of two-thirds of the entire  board,  or  of  such  greater  proportion  as  may  be  provided specifically in the certificate  of  incorporation  or  the  by-law  for adding, changing or striking out a provision permitted by this section.
NY Not for Profit Corp L § 710 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 710 - Place and Time of Meetings of the Board.

§ 710. Place and time of meetings of the board.  (a)  Meetings of the board, annual, regular or special, may be held at any place within or without this state, unless otherwise provided by the certificate of incorporation or the by-laws.  (b) The time and place for holding annual or regular meetings  of  the board  shall  be  fixed by or under the by-laws, or, if not so fixed, by the board.  (c) A special meeting may be called at any time by  the  president  or other  corporate  officer as provided in the by-laws or as determined by the board; and, in the case of a corporation  without  members,  by  any director  upon  written  demand of not less than one-fifth of the entire board.
NY Not for Profit Corp L § 711 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 711 - Notice of Meetings of the Board.

§ 711. Notice of meetings of the board.  (a)  Unless otherwise provided by the by-laws, regular meetings of the board may be held without notice if the time and place of such  meetings are  fixed  by  the  by-laws or the board. Special meetings of the board shall be held upon notice to the directors.  (b) The by-laws may prescribe what shall constitute notice of  meeting of  the  board.  A  notice,  or  waiver  of notice, need not specify the purpose of any regular or special meeting of the board, unless  required by the by-laws.  (c)  Notice  of a meeting need not be given to any alternate director, nor to any director who submits a waiver of  notice  whether  before  or after  the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.  Such  waiver of  notice  may be written or electronic. If written, the waiver must be executed by the director signing such  waiver  or  causing  his  or  her signature to be affixed to such waiver by any reasonable means including but  not limited to facsimile signature. If electronic, the transmission of the waiver must be sent by electronic  mail  and  set  forth,  or  be submitted  with,  information from which it can reasonably be determined that the transmission was authorized by the director.  (d) A majority of the directors present, whether or not  a  quorum  is present,  may  adjourn  any  meeting  to  another time and place. If the by-laws so provide, notice of any adjournment of a meeting of the  board to  another  time  or place shall be given to the directors who were not present at the time of the adjournment and, unless such time  and  place are announced at the meeting, to the other directors.
NY Not for Profit Corp L § 712 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 712 - Executive Committee and Other Committees.

§ 712. Executive committee and other committees.  (a)  The  certificate  of incorporation, the by-laws, or the board may create committees of  the  board,  each  consisting  of  three  or  more directors.  The board shall appoint the members of such committee of the board, except that in the case of any  executive  committee  or  similar committee  however  denominated,  the  appointment  shall  be  made by a majority of the entire board, provided that in the case of  a  board  of thirty  members  or  more,  the  appointment  shall  be made by at least three-quarters of the directors present at the time of the  vote,  if  a quorum  is  present  at  that time. In addition, the by-laws may provide that  directors  who  are  the  holders  of  certain  positions  in  the corporation  shall  be  ex-officio  members of specific committees. Each such committee shall have the authority  of  the  board  to  the  extent provided in a board resolution or in the certificate of incorporation or by-laws, except that no committee of any kind shall have authority as to the following matters:  (1)  The  submission  to  members  of  any  action  requiring members' approval under this chapter.  (2) The filling of vacancies in the  board  of  directors  or  in  any committee.  (3)  The  fixing  of  compensation of the directors for serving on the board or on any committee.  (4) The amendment or repeal of the by-laws  or  the  adoption  of  new by-laws.  (5)  The  amendment  or repeal of any resolution of the board which by its terms shall not be so amendable or repealable.  (6) The election or removal of officers and directors.  (7) The approval of a merger or plan of dissolution.  (8) The adoption of a resolution recommending to the members action on the sale, lease, exchange or other disposition of all  or  substantially all  the assets of a corporation or, if there are no members entitled to vote, the authorization of such transaction.  (9) The approval of amendments to the certificate of incorporation.  (b) The board may designate one or more directors as alternate members of any committee, who may replace any absent member or  members  at  any meeting of such committee.  (d)  Each  committee  of  the board shall serve at the pleasure of the board. The designation of any such committee and the delegation  thereto of  authority  shall  not  alone relieve any director of his duty to the corporation under section 717 (Duty of directors and officers).  (e) Committees, other than committees of the board, whether created by the board or by the members, shall be committees of the corporation.  No such  committee  shall  have the authority to bind the board. Members of such committees of the corporation, who may be non-directors,  shall  be elected  or  appointed in the manner set forth in the by-laws, or if not set forth in the  by-laws,  in  the  same  manner  as  officers  of  the corporation.
NY Not for Profit Corp L § 713 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 713 - Officers.

§ 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.
NY Not for Profit Corp L § 714 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 714 - Removal of Officers.

§ 714. Removal of officers.  (a)  Any  officer  elected or appointed by the board may be removed by the board with or without cause. An officer elected by the members or  a class of members may be removed, with or without cause, only by the vote of  the members or such class of members, but his authority to act as an officer may be suspended by the board for cause.  (b) The removal of an officer without cause shall be without prejudice to his contract rights, if  any.  The  election  or  appointment  of  an officer shall not of itself create contract rights.  (c)  An action to procure a judgment removing an officer for cause may be brought by the attorney-general, by any director, by ten  percent  of the  members,  whether or not entitled to vote, or by the holders of ten percent of the face  value  of  the  outstanding  capital  certificates, subvention certificates or bonds having voting rights. The court may bar from  re-election  or  reappointment any officer so removed for a period fixed by the court.
NY Not for Profit Corp L § 716 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 716 - Loans to Directors, Officers and Key Persons.

§ 716. Loans to directors, officers and key persons.No  loans,  other  than  through the purchase of bonds, debentures, or   similar obligations of the type customarily sold in public offerings, or   through ordinary deposit of  funds  in  a  bank,  shall  be  made  by  a   corporation  to  its directors, officers or key persons, or to any other   corporation, firm, association or other entity in which one or  more  of   its  directors,  officers  or key persons are directors, officers or key   persons or hold a substantial financial interest, except a loan  by  one   charitable corporation to another charitable corporation. A loan made in   violation  of  this  section  shall  be  a  violation of the duty to the   corporation of the directors or officers authorizing it or participating   in it, but the obligation of the borrower with respect to the loan shall   not be affected thereby.
NY Not for Profit Corp L § 717 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 717 - Duty of Directors, Officers and Key Persons.

§ 717. Duty of directors, officers and key persons.  (a)  Directors, officers and key persons shall discharge the duties of their respective positions in good faith and with the care an ordinarily prudent  person  in  a  like  position  would  exercise  under   similar circumstances.  The  factors  set forth in subparagraph one of paragraph (e) of section 552 (Standard of conduct in  managing  and  investing  an institutional  fund),  if  relevant,  must  be considered by a governing board delegating investment management of institutional  funds  pursuant to  section  514  (Delegation  of investment management) For purposes of this paragraph, the term institutional fund is defined  in  section  551 (Definitions).  (b)  In discharging their duties, directors, officers and key persons, when acting in good faith, may rely on information, opinions, reports or statements including financial statements and other financial  data,  in each  case  prepared  or  presented  by:  (1)  one  or  more officers or employees of the corporation, whom the director believes to be  reliable and  competent in the matters presented, (2) counsel, public accountants or other persons as to matters which  the  directors,  officers  or  key persons  believe  to  be  within  such  person's  professional or expert competence or (3) a committee of the board upon which they do not serve, duly designated in accordance with a provision  of  the  certificate  of incorporation  or  the  bylaws,  as  to  matters  within  its designated authority, which  committee  the  directors,  officers  or  key  persons believe  to  merit  confidence,  so  long as in so relying they shall be acting in good faith and with that degree of care specified in paragraph (a) of this section. Persons shall not be considered  to  be  acting  in good faith if they have knowledge concerning the matter in question that would  cause  such  reliance  to  be unwarranted. Persons who so perform their duties shall have no liability by reason of being or  having  been directors, officers or key persons of the corporation.