§ 7004 — Classification of directors

New York § 7004

• Jurisdiction: New York
• Law BNK: Banking
• Title 7: Directors and Officers
• Art. 15: General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies

Text

§ 7004. Classification of directors. 1. The board of directors of any\nbank or trust company, stock-form savings bank, or stock-form savings\nand loan association may be classified into three classes as nearly\nequal as may be, with the terms of office of one class expiring each\nyear, and such corporations may make provisions for such classification\nin their by-laws.\n 2. In the case of corporations other than banks and trust companies,\nstock-form savings banks, and stock-form savings and loan associations:\n (a) The organization certificate or the specific provisions of a\nby-law adopted by the stockholders may provide that the directors be\ndivided into either two, three or four classes. All classes shall be as\nnearly equal in number as possible, and no class shall include less than\nthree directors. The terms of office of the directors initially\nclassified shall be as follows: that of the first class shall expire at\nthe next annual meeting of stockholders, the second class at the second\nsucceeding annual meeting, the third class, if any, at the third\nsucceeding annual meeting, and the fourth class, if any, at the fourth\nsucceeding annual meeting.\n (b) At each annual meeting after such initial classification,\ndirectors to replace those whose terms expire at such annual meeting\nshall be elected to hold office until the second succeeding annual\nmeeting if there are two classes, the third succeeding annual meeting if\nthere are three classes, or the fourth succeeding annual meeting if\nthere are four classes.\n (c) If directors are classified and the number of directors is\nthereafter changed:\n (1) Any newly created directorships or any decrease in directorships\nshall be so apportioned among the classes as to make all classes as\nnearly equal in number as possible.\n (2) When the number of directors is increased by the board and any\nnewly created directorships are filled by the board, there shall be no\nclassification of the additional directors until the next annual meeting\nof stockholders.\n