N.Y. Banking Law 7012 – Executive committee and other committees
§ 7012. Executive committee and other committees. 1. If the organization certificate or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee consisting of at least five directors in the case of banks, trust companies, stock-form savings banks, and stock-form savings and loan associations and of at least three directors in the case of other corporations, and other committees each consisting of three or more directors, and each of which, to the extent provided in the resolution or in the organization certificate or by-laws, shall have all the authority of the board, except that no such committee shall have authority as to the following matters:
Terms Used In N.Y. Banking Law 7012
- 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
- 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
(a) The submission to stockholders of any action that needs stockholders' authorization under this chapter.
(b) The filling of vacancies in the board of directors or in any such committee.
(c) The fixing of compensation of the directors for serving on the board or on any committee.
(d) The amendment or repeal of the by-laws, or the adoption of new by-laws.
(e) The amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repealable.
(f) The taking of action which is expressly required by any provision of this chapter to be taken at a meeting of the board or by a specified proportion of the directors.
The board may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
2. The board may appoint or provide for such other committees consisting of such directors, officers or other persons and having such powers and functions in the management of the corporation as may be provided in the by-laws or, to the extent not so provided, by the board.
3. Each such committee shall serve at the pleasure of the board. The designation or appointment of, or making of provision for, any such committee and the delegation thereto of authority shall not alone relieve any director of his duty to the corporation under section seven thousand fifteen of this article.