 |
|
NEW YORK LEGAL INFORMATION
Forming a Corporation--Law and Links
Brought to you by MedLawPlus.comŽ --
Online automated form: Corporate Bylaws and Relate Board Resolutions Price: $14.99 (free trial) 
Selected New York Corporate Statutes
- S 404. Organization meeting.
(a) After the corporate existence has begun, an organization meeting
of the incorporator or incorporators shall be held within or without
this state, for the purpose of adopting by-laws, electing directors to
hold office until the first annual meeting of shareholders, except as
authorized under section 704 (Classification of directors), and the
transaction of such other business as may come before the meeting. If
there are two or more incorporators, the meeting may be held at the call
of any incorporator, who shall give at least five days` notice thereof
by mail to each other incorporator, which notice shall set forth the
time and place of the meeting. Notice need not be given to any
incorporator who attends the meeting or submits a signed waiver of
notice before or after the meeting. If there are more than two
incorporators, a majority shall constitute a quorum and the act of the
majority of the incorporators present at a meeting at which a quorum is
present shall be the act of the incorporators. An incorporator may act
in person or by proxy signed by the incorporator or his
attorney-in-fact.
- S 601. By-laws.
(a) The initial by-laws of a corporation shall be adopted by its
incorporator or incorporators at the organization meeting. Thereafter,
subject to section 613 (Limitations on right to vote), by-laws may be
adopted, amended or repealed by a majority of the votes cast by the
shares at the time entitled to vote in the election of any directors.
When so provided in the certificate of incorporation or a by-law adopted
by the shareholders, by-laws may also be adopted, amended or repealed by
the board by such vote as may be therein specified, which may be greater
than the vote otherwise prescribed by this chapter, but any by-law
adopted by the board may be amended or repealed by the shareholders
entitled to vote thereon as herein provided. Any reference in this
chapter to a "by-law adopted by the shareholders" shall include a by-law
adopted by the incorporator or incorporators.
(b) The by-laws may contain any provision relating to the business of
the corporation, the conduct of its affairs, its rights or powers or the
rights or powers of its shareholders, directors or officers, not
inconsistent with this chapter or any other statute of this state or the
certificate of incorporation.
- S 702. Number of directors.
(a) The board of directors shall consist of one or more members. The
number of directors constituting the board may be fixed by the by-laws,
or by action of the shareholders or of the board under the specific
provisions of a by-law adopted by the shareholders. If not otherwise
fixed under this paragraph, the number shall be one. As used in this
article, "entire board" means the total number of directors which the
corporation would have if there were no vacancies.
(b) The number of directors may be increased or decreased by amendment
of the by-laws, or by action of the shareholders or of the board under
the specific provisions of a by-law adopted by the shareholders, subject
to the following limitations:
- If the board is authorized by the by-laws to change the number of
directors, whether by amending the by-laws or by taking action under the
specific provisions of a by-law adopted by the shareholders, such
amendment or action shall require the vote of a majority of the entire
board.
- No decrease shall shorten the term of any incumbent director.
- S 715. Officers.
(a) The board may elect or appoint a president, 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.
(b) The certificate of incorporation may provide that all officers or
that specified officers shall be elected by the shareholders instead of
by the board.
(c) Unless otherwise provided in the certificate of incorporation or
the by-laws, all officers shall be elected or appointed to hold office
until the meeting of the board following the next annual meeting of
shareholders or, in the case of officers elected by the shareholders,
until the next annual meeting of shareholders.
(d) 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.
(e) Any two or more offices may be held by the same person. When all
of the issued and outstanding stock of the corporation is owned by one
person, such person may hold all or any combination of offices.
(f) The board may require any officer to give security for the
faithful performance of his duties.
(g) 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. ...
Library of Informational Legal Articles
DISCLAIMER
The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This service is not a substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an attorney. No attorney-client relationship is established by use of our online legal forms system and the user is not to rely upon any information found anywhere on our site. THESE FORMS ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, contact an attorney licensed to practice law in your state.
|
 |
|
