N.Y. NPC Law § 701

§ 701. Board of directors.\n (a) Except as otherwise provided in the certificate of incorporation,\na corporation shall be managed by its board of directors. Each director\nshall be at least eighteen years of age; provided, however, that a\nmember of the board of directors of any girl scout council chartered by\nGirl Scouts of the United States of America, Inc., or any Camp Fire\nGirls club member serving as a member of the board of directors on the\nNational Board and National Council of Camp Fire Girls, Inc. or on the\nlocal board of the Camp Fire Girls, Inc. or any member of Aspira of\nAmerica Inc. or Aspira of New York Inc. serving on the board of\ndirectors, shall be at least sixteen years of age. Notwithstanding the\nabove, a corporation organized for educational purposes primarily for\nthe benefit of individuals below eighteen years of age may include one\ndirector below eighteen years of age who is at least sixteen years of\nage. Further, a corporation organized for recreational or youth\ndevelopment and delinquency prevention purposes primarily for the\nbenefit of individuals below eighteen years of age may include one or\nmore directors, the number of which shall not exceed one-half of the\ntotal number of directors for a quorum for the transaction of business,\nwho are at least sixteen years of age but not over eighteen years of\nage. The certificate of incorporation or the by-laws may prescribe other\nqualifications for directors, provided, however, any corporation\norganized for recreation or youth development and delinquency prevention\npurposes, when increasing the number of directors between the ages of\nsixteen and eighteen years old to more than one, shall prescribe in its\ncertificate of incorporation the number of such directors not to exceed\nthe limitations of this paragraph.\n (b) If the certificate of incorporation vests the management of the\ncorporation, in whole or in part, in one or more persons other than the\nboard, individually or collectively, such other person or persons shall\nbe subject to the same obligations and the same liabilities for\nmanagerial acts or omissions as are imposed upon directors by this\nchapter.\n