N.Y. Bus. Corp. Law § 702

§ 702. Number of directors.\n (a) The board of directors shall consist of one or more members. The\nnumber of directors constituting the board may be fixed by the by-laws,\nor by action of the shareholders or of the board under the specific\nprovisions of a by-law adopted by the shareholders. If not otherwise\nfixed under this paragraph, the number shall be one. As used in this\narticle, "entire board" means the total number of directors which the\ncorporation would have if there were no vacancies.\n (b) The number of directors may be increased or decreased by amendment\nof the by-laws, or by action of the shareholders or of the board under\nthe specific provisions of a by-law adopted by the shareholders, subject\nto the following limitations:\n (1) If the board is authorized by the by-laws to change the number of\ndirectors, whether by amending the by-laws or by taking action under the\nspecific provisions of a by-law adopted by the shareholders, such\namendment or action shall require the vote of a majority of the entire\nboard.\n (2) No decrease shall shorten the term of any incumbent director.\n