§ 246 — Board of trustees; number; vacancies; qualifications; oath and declaration

§ 246. Board of trustees; number; vacancies; qualifications; oath and\ndeclaration. 1. (a) The board of trustees shall have the entire\nmanagement and control of the affairs of the savings bank. A savings\nbank shall have such number of trustees as the board of trustees may\nestablish from time to time. Such number shall be not less than seven\nnor more than twenty. Notwithstanding the provisions of this section\nrelating to the number of trustees, where two or more savings banks are\nmerged or where one or more savings and loan associations merge into a\nsavings bank and the merger agreement so provides, the board of trustees\nmay consist of a number not more than thirty, and such number shall be\nreduced to not more than twenty by the elimination of one authorized\noffice for every two vacancies that occur. No trustee in office on the\nthirty-first day of March, nineteen hundred thirty-eight shall be\nrequired to vacate his office by reason of the provisions of this\nsubdivision relating to the number of trustees. The bylaws may also\nprescribe three-year terms of office for trustees, in which case the\ntotal authorized number of trustees, as well as all incumbent trustees,\nshall be divided into three classes as nearly equal in number as\npossible, the terms of each such class to expire in successive years on\na date specified in the bylaws.\n (b) Notwithstanding the provisions of the foregoing paragraph of this\nsection, a vacancy now existing or hereafter occurring in the board of\ntrustees of a savings bank, which savings bank resulted from the merger\nof two or more savings banks or one or more savings and loan\nassociations and a savings bank, may be filled, even though the\nremaining number of trustees exceeds twenty, by election thereto of one\nor more of the three highest ranking officers of the savings bank who\nare not then trustees, provided (1) that the superintendent of financial\nservices shall have given his prior written approval that such vacancy\nbe filled, (2) that the election of such officer or officers shall not\nresult in having more than three active officers on the board of\ntrustees at any one time, and (3) that the total number of trustees\nshall in no event exceed the number authorized by the merger agreement.\n (c) The bylaws of a savings bank may prescribe a maximum age beyond\nwhich no person shall be eligible for election to the board of trustees,\nand may prescribe a mandatory retirement age of seventy-five years or\nless for trustees, subject to the following limitations:\n (i) No person shall be eligible for initial election as a trustee\nafter December thirty-first, nineteen hundred sixty-eight who is seventy\nyears of age or more; and\n (ii) No person shall continue to serve as a trustee past December\nthirty-first of the year in which such trustee reaches the age of\nseventy-five years.\n (d) In the case of a savings bank which does not adopt a bylaw\nprescribing a mandatory retirement age for trustees prior to January\nfirst, nineteen hundred sixty-nine, or which does not maintain\nthereafter a bylaw prescribing such a mandatory retirement age, the\noffice of a trustee of such savings bank shall become vacant on the last\nday of the month in which such trustee reaches his seventieth birthday,\nor on December thirty-first, nineteen hundred sixty-eight, whichever is\nthe later.\n 2. Vacancies in the board may be filled by election by the remaining\ntrustees at a regular meeting of the board. A savings bank shall report\nto the superintendent within ten days the occurrence of any vacancy and\nshall likewise report the name, address, age and occupation of the\nperson elected to fill any vacancy and the name of the person whose\nplace he fills.\n 3. No person shall be a trustee of a savings bank who\n (a) Is not a citizen of the United States and at least eighteen years\nof age.\n (b) Has, within fifteen years immediately prior to his election, been\nadjudicated a bankrupt or has taken the benefit of any insolvency law,\nor has made a general assignment for the benefit of creditors.\n (c) Has suffered a judgment recovered against him for a sum of money\nto remain unsatisfied or unsecured for a period of more than six months\nfrom the date of entry thereof provided, however, no person shall be\nineligible for election as a trustee of a savings bank if such judgment\nwas satisfied of record more than one year prior to the date of such\nelection.\n (d) Is a trustee, officer or employee of any other savings bank.\n (e) Would, upon his election, become the third salaried full-time\nemployee of the savings bank on its board of trustees if such board,\nwith his election, would have twelve or less trustees, or would, upon\nhis election, become the fourth salaried full-time employee of the\nsavings bank on its board of trustees if such board, with his election,\nwould have more than twelve trustees; provided, however, that with the\nwritten approval of the superintendent four salaried full-time employees\nmay serve as trustees of a savings bank resulting from the merger of two\nor more savings banks or the merger of one or more savings and loan\nassociations into a savings bank if, immediately prior to such merger,\neach such person was a salaried full-time employee and a trustee or a\ndirector of a merging institution.\n (f) No trustee in office on April first, nineteen hundred sixty-eight,\nshall be ineligible for the office of trustee by reason of the\nprovisions of paragraph (e) of this subdivision.\n 4. No person shall be a trustee of a savings bank if:\n (a) Such person's spouse is a trustee or one of the five highest paid\nsalaried officers of such institution;\n (b) Such person or such person's spouse is the grandparent, parent,\nchild, grandchild, brother, sister, aunt, uncle, nephew or niece of a\ntrustee or one of the five highest paid salaried officers of such\ninstitution; or\n (c) A trustee or one of the five highest paid salaried officers of\nsuch institution is the spouse of such person's child, grandchild,\nbrother or sister.\n No trustee in office on September first, nineteen hundred seventy-one\nshall be ineligible for the office of trustee by reason of the pro-\nvisions of this subdivision.\n 5. No person who is a director or trustee of a bank, trust company or\na national bank located in this state, operating a special interest\ndepartment, or of a mortgage or title company organized under the\nbanking law or insurance law, shall be eligible to election as trustee\nof a savings bank, if, after such election a majority of the trustees of\nsuch savings bank will be directors or trustees of such other\ninstitutions.\n 6. Every trustee, before entering upon his duties, shall take an oath\nthat he will diligently and honestly administer the affairs of the\nsavings bank. Such oath shall be subscribed by the trustee making it,\nand certified by an officer authorized by law to administer oaths, and\nimmediately transmitted to the superintendent.\n 7. In each year every trustee shall subscribe and acknowledge a\ndeclaration that he has not resigned, become ineligible, or in any other\nmanner vacated his office as such trustee. Such declaration shall be\nfiled with the superintendent on or before the first day of March. The\nsuperintendent, in his discretion, may extend the time within which such\ndeclaration may be subscribed and filed.\n