Number of Directs ambiguous?

New York Corporation Law specifies a minimum of one director, and leaves it up to the bylaws or vote of shareholders to decide how many directors they want. Sounds like your co-op has settled on 5 directors (unless there are more and they're on staggered terms, so you're only electing 5/x of the board each year.

Thanks. The entire board is up each year (5). I guess what I'm asking... does it have to be 5? Or according to the language, can 7 people run and all sit on the board?

It's however many the co-op's bylaws say. It can be changed by super-majority vote of the shareholders. We did that and went from five to seven. Two-year terms, with four seats elected in even years and three seats in odd years.

Thanks. The confusion is that the by-laws state: "at least three and no more than 9" directors.

What does that mean, especially given that for the last 30 years, the Board has been exactly 5 people?

Most bylaws say something to the effect that "the number of directors shall be determined from time to time by shareholders at an annual meeting." If you want more, bring it to a vote at the next annual meeting, or try to get a special meeting called.

OK, so if at some point it was voted on to be 5, where could I read that? It's not in the by-laws. And it's not in the amendments to the offering plan. (For the record, I do NOT want it to change, but I'm concerned that this could be used as a way to place problematic people on the Board.)

The number doesn't have to be in the by-laws. The co-op's sponsor probably thought five was a good number, and it's never changed.

The only way to get unelected members onto a board is by appointment, to replace one of the five who resigns. The board couldn't just add a sixth member on their own whack. If the shareholders vote to increase the board to seven, say, then they'd elect seven at that same annual meeting.