The board of directors must adopt corporate bylaws, and the shareholders must provide their consent. At the same time, directors are not required to be shareholders of the business.For New York professional corporations, the requirements are a bit stricter. There is no maximum number of directors. Directors need not be residents of New York or shareholders of the corporation, unless the certificate of incorporation or bylaws so require. The board of directors participate in daily operation, while the shareholders generally are not involved in the day-to-day affairs of the corporation. Owners (shareholders) elect a board of directors. The board of directors elect corporate officers. You should consult with an experienced Corporate Attorney to assist you in the organization and operation of your corporation. In New York, corporate directors and officers owe fiduciary duties to the corporation and its shareholders.