New York Consolidated Laws

N.Y. Business Corporation Law § 715 (2026)

Officers

✓ current as of May 2026

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§ 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.
  (h) An officer shall perform his duties as an officer in good faith
and with that degree of care which an ordinarily prudent person in a
like position would use under similar circumstances. In performing his
duties, an officer shall be entitled to rely on information, opinions,
reports or statements including financial statements and other financial
data, in each case prepared or presented by:
  (1) one or more other officers or employees of the corporation or of
any other corporation of which at least fifty percentum of the
outstanding shares of stock entitling the holders thereof to vote for
the election of directors is owned directly or indirectly by the
corporation, whom the officer believes to be reliable and competent in
the matters presented, or
  (2) counsel, public accountants or other persons as to matters which
the officer believes to be within such person's professional or expert
competence, so long as in so relying he shall be acting in good faith
and with such degree of care, but he shall not be considered to be
acting in good faith if he has knowledge concerning the matter in
question that would cause such reliance to be unwarranted.  A person who
so performs his duties shall have no liability by reason of being or
having been an officer of the corporation.

Notes of Decisions

Cited in 14 cases, 1985–2018 · leading case: Kimmell v. Schaefer, 675 N.E.2d 450 (NY 1996).

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Kimmell v. Schaefer, 675 N.E.2d 450 (NY 1996). “In the alternative, defendant contends that he cannot be held liable for negligent misrepresentation because the Business Corporation Law provides that corporate officers and directors may rely on "information, opinions, reports or statements” of corporate employees (see,…”

In re the Est. of Corning, 108 A.D.2d 96 (N.Y. App. Div. 1985). · cites it 2× “f business” marked “ECU”, and (3) an injunction directing Fausel, Rogers and Erastus Corning, III, to refrain from disposing of any assets or property of Albany Associates and from acquiring any assets and/or obligations except in the ordinary course of the conduct of the…”

Hellman v. Hellman, 19 Misc. 3d 695 (N.Y. Sup. Ct. 2008). · cites it 3× “Maynards’ Bylaws Business Corporation Law § 701 provides that “the business of a corporation shall be managed under the direction of its board of directors.”

Potter v. Arrington, 11 Misc. 3d 962 (N.Y. Sup. Ct. 2006). · cites it 4× “Petitioners seek (1) an order from the court directing that respondents produce all corporate books and records for inspection pursuant to Business Corporation Law § 624; (2) the appointment of a receiver to administer the corporate assets; (3) a finding that respondents have…”

Howard v. Carr, 222 A.D.2d 843 (N.Y. App. Div. 1995). “Plaintiffs commenced this action against defendants alleging, inter alia, that defendant Howard Carr had breached his duty of good faith under Business Corporation Law §§715 and 717 by converting business assets and opportunities of plaintiff Syndac Investors, Inc.”

Lindner Fund, Inc. v. Waldbaum, Inc., 624 N.E.2d 160 (NY 1993). “Moreover, New York’s business judgment rule (Business Corporation Law § 715 [h]; § 717 [a]) adds some weight to our analysis and conclusion.”

Eklund v. Pinkey, 31 A.D.3d 908 (N.Y. App. Div. 2006). “W Farms was held until August 9, 2005, then Eklund would have continued as president until that time because the corporate bylaws provide that officers continue in office until duly removed or a successor is elected (see Business Corporation Law § 715 [c], [d]).”

COR Mktg. & Sales, Inc. v. Greyhawk Corp., 994 F. Supp. 437 (W.D.N.Y. 1998). “N.Y. Business Corporation Law § 715 .(McKinney 1986).”

Stern v. BSL Dev. Corp., 163 A.D.2d 35 (N.Y. App. Div. 1990). “Plaintiff issues the certificates to himself as president and secretary, contrary to the prohibition of Business Corporation Law § 715 (e), and he offers no explanation of the circumstances under which the certificates were supposedly issued.”

Ruti v. Knapp, 193 A.D.2d 662 (N.Y. App. Div. 1993). “The contract in question was entered into between the plaintiff and the corporate defendant.”

Landorf v. Glottstein, 131 Misc. 2d 432 (N.Y. Sup. Ct. 1986). “THE CONTENTIONS OF THE PARTIES Plaintiff claims that, by removing him as a signatory from all the corporation’s bank accounts and by divesting him of the powers generally pertaining to his corporate offices of secretary and treasurer, the other directors have violated the…”

Happy Banana, Ltd. v. Tishman Constr. Corp., 179 A.D.2d 562 (N.Y. App. Div. 1992). “Absent a bylaw prohibition, a president is normally empowered to institute an action (Business Corporation Law § 715 [g]; Polchinski Co.”

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