N.Y. Banking Law 7006 – Removal of directors
§ 7006. Removal of directors. 1. Any or all of the directors may be removed for cause by vote of the stockholders. The organization certificate or the specific provisions of a by-law adopted by the stockholders may provide for such removal by action of the board, except in the case of any director elected by cumulative voting, or by the holders of the shares of any class or series, voting as a class, when so entitled by the provisions of the organization certificate.
Terms Used In N.Y. Banking Law 7006
- board: means "board of directors". 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
- 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
2. If the organization certificate or the by-laws so provide, any or all of the directors may be removed without cause by vote of the stockholders.
3. The removal of directors, with or without cause, as provided in subdivisions one and two, is subject to the following:
(a) In the case of a corporation having cumulative voting, no director may be removed when the votes cast against his removal would be sufficient to elect him if voted cumulatively at an election at which the same total number of votes were cast and the entire board, or the entire class of directors of which he is a member, were then being elected; and
(b) When by the provisions of the organization certificate the holders of the shares of any class or series, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series, voting as a class.
4. This section does not affect the powers of the superintendent under section forty-one of this chapter.