N.Y. NPC Law § 703

§ 703. Election and term of office of directors; alternates.\n (a) A corporation may provide in its certificate of incorporation or\nby-laws for directors to be elected or appointed at large, or by special\ndistricts or membership sections, or by virtue of their office or former\noffice in the corporation or other entity, public or private, or by\nbondholders pursuant to paragraph (c) of section 506 (Bonds and security\ninterests) voting as a class, or any combination thereof.\n (b) Directors shall be elected or appointed in the manner and for the\nterm of office provided in the certificate of incorporation or the\nby-laws. The term of office of directors, other than those elected or\nappointed by virtue of their office or former office in the corporation\nor other entity, public or private, shall not exceed five years; and, if\nthe board is classified under section 704 (Classification of directors),\nsuch term shall not exceed a number of years equal to the number of\nclasses into which the board is classified. In the absence of a\nprovision fixing the term, it shall be one year.\n (c) Each director shall hold office until the expiration of the term\nfor which he is elected or appointed, and until his successor has been\nelected or appointed and qualified.\n (d) If the certificate of incorporation or by-laws so provide, a\nspecial district or membership section entitled to elect or appoint one\nor more directors may elect or appoint an alternate for each such\ndirector. In the absence of a director from a meeting of the board, his\nalternate may, upon written notice to the secretary of the corporation,\nattend such meeting and exercise therein the rights, powers, and\nprivileges of the absent director. When so exercising the rights,\npowers, and privileges of the absent director, such alternate shall be\nsubject in all respects to the provisions of this chapter governing\ndirectors.\n