N.Y. Banking Law 7005 – Vacancies and newly created directorships
§ 7005. Vacancies and newly created directorships. 1. In the case of banks and trust companies, stock-form savings banks, and stock-form savings and loan associations:
Terms Used In N.Y. Banking Law 7005
- 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
- Director: means any member of the governing board of a corporation, whether designated as director, trustee, manager, governor, or by any other title. 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
- Office: means in the case of a bank or trust company its principal office, in the case of a safe deposit company, investment company or mutual trust investment company, its principal place of business and in the case of a foreign corporation the place of business designated in its license or its authorization pursuant to article five-C of this chapter, as the case may be, for the oldest agency or branch in this state of such foreign corporation. See N.Y. Banking Law 1001
- 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
- Oversight: Committee review of the activities of a Federal agency or program.
- Quorum: The number of legislators that must be present to do business.
(a) The persons named in the organization certificate as the first board may elect such additional number of directors as is provided for by the organization certificate.
(b) All vacancies in the office of director, including newly created directorships resulting from an increase in the number of directors, shall be filled by election by the stockholders except as hereinafter provided in this paragraph. Vacancies not exceeding one-third of the entire board may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term; provided, however, the superintendent shall have the power to determine by regulation the conditions under which vacancies in the office of director may be left unfilled until the next annual election. Such regulations shall specify the maximum number of vacancies which may be left unfilled with the superintendent's permission, and shall require the superintendent, in granting such permission, to take into account (i) whether such banking organization is subject to adequate supervisory oversight by a bank holding company (as defined in section one hundred thirty or one hundred forty-one of this chapter), parent bank, or similar entity, (ii) the financial condition of such banking organization, (iii) whether it holds insured deposits, and (iv) the provisions of section ten of this chapter.
(c) Each vacancy, including newly created but unfilled directorships resulting from an increase in the number of directors, in the office of director and each reduction in the number of directors shall be reported to the superintendent within ten days after such vacancy occurs or such reduction is effected. Each election by the board to fill any such vacancy shall be likewise reported together with the name, address and occupation of the person so elected.
2. In the case of corporations other than banks and trust companies, stock-form savings banks, and stock-form savings and loan associations:
(a) Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by vote of a majority of the directors then in office, although less than a quorum exists, unless the organization certificate or the by-laws provide that such newly created directorships or vacancies shall be filled by vote of the stockholders.
(b) Unless the organization certificate or the specific provisions of a by-law adopted by the stockholders provide that the board shall fill vacancies occurring in the board by reason of the removal of directors without cause, such vacancies may be filled only by vote of the stockholders.
(c) A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
(d) Vacancies in its board occasioned by resignations, deaths or other causes, including newly created but unfilled directorships resulting from an increase in the number of directors, shall be reported by each corporation to the superintendent within ten days after the event; and the corporation shall likewise report each election by the board to fill such vacancy with the name, address and occupation of the person elected and the name of the person whose place he has been elected to fill.