N.Y. Laws » CHAPTER Business Corporation / ARTICLE Directors and Officers
New York Consolidated Laws

N.Y. Business Corporation Law § 703 (2026)

Election and term of directors

✓ current as of May 2026
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§ 703. Election and term of directors.
  (a) At each annual meeting of shareholders, directors shall be elected
to hold office until the next annual meeting except as authorized by
section 704 (Classification of directors). The certificate of
incorporation may provide for the election of one or more directors by
the holders of the shares of any class or series, or by the holders of
bonds entitled to vote in the election of directors pursuant to section
518 (Corporate bonds), voting as a class.
  (b) Each director shall hold office until the expiration of the term
for which he is elected, and until his successor has been elected and
qualified.
Notes of Decisions
Cited in 4 cases (1 in the last 5 years), 1985–2026 · leading case: Brenner v. Hart Sys. Inc., 114 A.D.2d 363 (N.Y. App. Div. 1985).
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Brenner v. Hart Sys. Inc., 114 A.D.2d 363 (N.Y. App. Div. 1985). “We also note that, in any event, since no *366 election was ever held to replace Brenner after he was purportedly "removed” in 1977, he continued to function as a director of the corporation with all the rights and obligations concomitant with that position (see, Business…”
Bear Pond Trail, LLC v. Am. Tree Co., 61 A.D.3d 1195 (N.Y. App. Div. 2009). “While the record reflects that, shortly after the corporation was formed, David Stranahan dispensed with many corporate formalities, including, for example, holding annual shareholder meetings (see Business Corporation Law § 602), periodically electing members of the board of…”
Lee v. Chun Ka Luk, 2026 NY Slip Op 02337 (N.Y. App. Div. 2026). · cites it 2× “Defendant also failed to present evidence supporting his contention that plaintiff's officer and director positions were abandoned as a factual matter or could be deemed abandoned under the corporate bylaws ( see Business Corporation Law §§ 703[b] and 715[d]).”
Stuek v. Baugher, 72 A.D.3d 1103 (N.Y. App. Div. 2010). “” As the trustees had not elected any successor directors prior to the petitioners’ requests for a special meeting of the board in 2007 and 2008, those requests were properly made during the petitioners’ terms of office (see Business Corporation Law § 703 [b]). Furthermore,…”
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