N.Y. Not-For-Profit Corp. Law § 702

§ 702. Number of directors.\n (a) The number of directors constituting the entire board shall be not\nless than three. Subject to such limitation, such number may be fixed by\nthe by-laws or by action of the members or of the board under the\nspecific provisions of a by-law allowing such action, or by any number\nwithin a range set forth in the by-laws. If not otherwise fixed under\nthis paragraph, the number shall be three.\n (b) The number of directors may be increased or decreased by amendment\nof the by-laws or by action of the members, or of the board under the\nspecific provisions of a by-law, subject to 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, such amendment or action shall require\nthe vote of a majority of the entire board.\n (2) No decrease shall shorten the term of any incumbent director.\n