Corporate Officer Appointment, Duties, Removal, and Vacancy Requirements in New York

At a glance

Requirements one by one

New York makes the conventional officer list optional

N.Y. Bus. Corp. Law § 715(a) says the board may elect or appoint a president, vice-presidents, secretary, treasurer, and other officers. The provision does not say that any conventional title is mandatory. It also does not assign minutes, authentication, finance, custody, or signature duties to a title.

There is a separate filing consequence: § 408 requires the corporation's statement to give the chief executive officer's name and business address. That disclosure requirement does not convert § 715's optional list into a mandatory president, secretary, or treasurer rule.

The certificate can move election to shareholders

The default actor is the board. Section 715(b) permits the certificate of incorporation to require shareholders to elect all or specified officers instead.

At formation, § 404 sends the incorporators to an organization meeting to adopt bylaws and elect directors, or permits unanimous signed action without a meeting. The resulting board then uses § 715's default officer-selection power unless the certificate shifted that power to shareholders.

Terms end at different annual-meeting points

Unless the certificate or bylaws provide otherwise, a board-elected officer's term runs until the board meeting following the next annual shareholder meeting. A shareholder-elected officer's term runs until the next annual shareholder meeting. Section 715(d) adds holdover: the officer remains until a successor is elected or appointed and qualified.

Any two or more offices may be held by one person. A sole shareholder may hold all or any combination of offices.

Bylaws and board decisions allocate authority

Section 715(g) gives officers the authority and management duties stated in the bylaws and sends any gap to the board. Section 715(f) also lets the board require security for faithful performance. The cited provisions do not create a separate officer-to-officer appointment or duty-delegation route.

Removal follows who elected the officer

Under § 716(a), the board may remove an officer it elected or appointed, with or without cause. Only shareholders may remove an officer they elected, also with or without cause, although the board may suspend that officer's authority for cause.

For board action, §§ 707-708 supply the default: a majority of the entire board is a quorum unless validly adjusted, never below one-third, and a majority of directors present acts when a quorum is present. For shareholder action, § 614(b) ordinarily requires a majority of the votes cast for or against the action, subject to the statute, certificate, or a qualifying shareholder-adopted bylaw.

Section 716(b) preserves any contract rights when removal is without cause and says election or appointment alone creates no contract rights. It also creates a judicial route: the attorney general or holders of ten percent of outstanding-share votes may sue to remove an officer for cause, and the court may bar re-election or reappointment for a fixed period.

The officer article has no separate resignation or vacancy process

The current official Article 7 index and §§ 715-716 provide officer selection, term, holdover, duties, and removal rules but no officer-resignation form, recipient, acceptance rule, delayed effect, withdrawal, or filing. They also state no separate officer-vacancy or acting-officer procedure. The certificate, bylaws, valid board or shareholder record, and contract terms therefore supply the process, while the original election actor determines the replacement route.

The CEO appears in a filed statement

Section 408 requires the statement to identify the CEO and principal executive office, using information current when the statement is executed. The statutory default filing period is the corporation's filing-month window every two years, and an amendment may update the CEO or principal-office information. The section excepts a defined farm corporation.

What trips people up

• The filer must name a CEO even though § 715's title list is optional. Officer selection and public disclosure answer different questions.
• Shareholder election changes the removal actor. The board cannot remove a shareholder-elected officer, although it may suspend that officer for cause.
• The term does not simply expire on the annual-meeting date. Holdover continues until a successor is elected or appointed and qualified.
• Removal and contract rights are separate. Without-cause removal preserves any contract rights; appointment by itself creates none.

Common questions

Must a New York corporation have a president and secretary?

Section 715 says the board may elect those offices; it does not make them mandatory. The filed statement separately must identify the CEO.

Can the same person hold every office?

Section 715 allows one person to hold two or more offices and expressly allows a sole shareholder to hold all or any combination.

Can the board remove an officer elected by shareholders?

No. Shareholders alone remove that officer, with or without cause. The board may suspend the officer's authority for cause.

Statutes and sources

• N.Y. Bus. Corp. Law §§ 715-716 — optional officer list, board or shareholder election, default terms, holdover, multiple offices, security, duties, removal actors, suspension, contract rights, and judicial removal. Official § 715 and official § 716 (accessed 2026-08-23).
• N.Y. Bus. Corp. Law Article 7 index — current complete section map for directors and officers, including the absence of a separate officer- resignation or officer-vacancy section. Official Article 7 index (accessed 2026-08-23).
• N.Y. Bus. Corp. Law §§ 404 and 408 — organization meeting and the CEO/ principal-office filed statement. Official § 404 and official § 408 (accessed 2026-08-23).
• N.Y. Bus. Corp. Law §§ 614 and 707-708 — default shareholder vote and board quorum and vote. Official § 614, official § 707, and official § 708 (accessed 2026-08-23).