New York Law (NYLE) Practice Exam

If the certificate of incorporation does not specify how to elect an officer, how may Jake be elected?

1. Paul alone may elect Jake

2. The shareholders alone may elect Jake

3. The board alone may elect Jake

4. The board or shareholders may elect Jake

The correct answer is: The board alone may elect Jake

In New York, if the certificate of incorporation does not specify how to elect an officer, the authority typically falls to the board of directors. The default position under New York Business Corporation Law is that officers are appointed by the board, not by the shareholders or any other individual. This means that, in the absence of a specific clause in the certificate of incorporation designating a different method, it is the responsibility of the board to elect or appoint the officers of the corporation. Shareholders generally have the authority to elect directors, but they do not directly elect officers unless the governing documents of the corporation state otherwise. As such, the right answer focuses on the board's exclusive authority in this matter, which is clearly outlined in the default legal framework that applies when no specific provisions are included in the certificate of incorporation.