N.Y. Railroad Law § 302

§ 302. Certain directors to be local residents. The certificate of\nincorporation of any corporation qualifying hereunder shall provide\nthat, during the period of its existence as a railroad redevelopment\ncorporation, one-third of the members of its board of directors shall be\nresidents of the counties served by such corporation and shall be\notherwise unaffiliated, directly or indirectly, with such corporation or\nany stockholder thereof; and that the individuals who are elected\ninitially as such directors shall continue to serve throughout such\nperiod, except that, in the event any of them shall die, resign, or\nbecome incapable of performing the duties of a director, a successor or\nsuccessors shall be named by the remaining such directors.\n