N.Y. PVH Law § 306

§ 306. Temporary board of directors. 1. The first annual meeting of\nsuch corporation shall be held at a time and place to be fixed by the\ntemporary board of directors which shall be as soon as reasonably\npossible after a minimum of two and one-half per centum of the capital\nstock of such corporation shall have been paid into its treasury and a\nminimum of ten members of such corporation shall have qualified as\nhereinafter provided, and such meeting shall be called in such manner as\nmay be provided by the temporary board of directors.\n 2. Notwithstanding the foregoing provisions of this section, until the\nfirst annual meeting of such corporation and the election and\nqualifications of a board of directors as hereinabove provided, all the\ncorporate powers of such corporation shall be exercised by a temporary\nboard of directors consisting of thirteen persons, all of whom shall be\nof full age, citizens of the United States and residents of this state,\nand who shall be designated by the governor. Such designation shall be\nin writing, signed by the officer making it, and transmitted by him to\nthe secretary of state who shall make and record in his office a copy of\nsuch designation and deliver the original to the designee, who, if he\naccepts such designation, shall notify the secretary of state of such\nfact, in writing, and thereupon his designation shall become effective\nand the secretary of state shall record such acceptance in his office.\nIf any vacancy occurs in such temporary board of directors through\ndeath, resignation or otherwise, a person shall be designated to fill\nsuch vacancy by the governor. Upon the election and qualification of a\nboard of directors pursuant to section three hundred five of this\narticle, the temporary board of directors shall be deemed dissolved.\n 3. As soon as possible after the designation of the directors\ncomprising the temporary board has become effective, the temporary board\nof directors shall meet, elect a chairman, cause stock certificates to\nbe printed, appoint temporary officers and seek to enlist the support,\nmembership and stock subscription of institutional lenders.\n