N.Y. Banking Law 7002 – Number of directors; definition of “entire board”
§ 7002. Number of directors; definition of "entire board". 1. (a) The number of directors constituting the entire board of every bank and trust company, stock-form savings bank, and stock-form savings and loan association shall be not less than five nor more than fifteen, except that any such corporation with capital stock, surplus funds and undivided profits of two million dollars or more may have not less than seven nor more than twenty, and any such corporation with capital stock, surplus funds and undivided profits of five million dollars or more may have not less than seven nor more than thirty directors. The superintendent may in his or her discretion permit (i) a bank or trust company, stock-form savings bank, or stock-form savings and loan association having less than five million dollars capital stock, surplus funds and undivided profits, to have not more than thirty directors, and (ii) a bank or trust company, stock-form savings bank, or stock-form savings and loan association which is a subsidiary, as defined in subdivision five of section one hundred forty-one of this chapter, to have less than the minimum number of directors provided herein.
Terms Used In N.Y. Banking Law 7002
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- board: means "board of directors". See N.Y. Banking Law 1001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means and includes all banks, trust companies, safe deposit companies, investment companies, mutual trust investment companies, and, to the extent not provided otherwise under any regulation of the superintendent of financial services promulgated pursuant to the provisions of section fourteen-e of this chapter, stock-form savings banks and stock-form savings and loan associations. See N.Y. Banking Law 1001
- entire board: means the total number of directors which a corporation would have if there were no vacancies. See N.Y. Banking Law 7002
- Organization certificate: includes (a) the original organization certificate or any other instrument filed or issued under any statute to form a corporation or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute; or (b) a special act or charter creating a corporation or foreign corporation, as amended, supplemented or restated by special acts or by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute. See N.Y. Banking Law 1001
(b) The number of directors constituting the entire board shall be not less than five nor more than thirteen in the case of a safe deposit company, and not less than five in the case of an investment company.
2. If the organization certificate does not specify the number of directors, the by-laws may prescribe the manner in which the number is to be determined and the manner in which the number may be changed within the maximum and minimum limitations prescribed in the organization certificate or an amendment thereof.
3. As used in this article, the term "entire board" means the total number of directors which a corporation would have if there were no vacancies.