§ 251 — Meetings; quorum; by-laws; officers

§ 251. Meetings; quorum; by-laws; officers. 1. Regular meetings of the\nboard of trustees shall be held at least once a month, unless otherwise\nprovided by the by-laws. The board of trustees shall hold not less than\nten regular monthly meetings per year provided, however, that during any\nthree consecutive calendar months, the board shall meet at least twice.\n 2. A savings bank may provide in its by-laws the number of trustees\nnecessary to constitute a quorum at meetings of its board. Such number\nshall not be less than four nor less than one-third of all the trustees.\nIn the absence of such a provision, a majority of the total number of\ntrustees which a savings bank would have if there were no vacancies\nshall constitute a quorum for the transaction of business or of any\nspecified item of business. Any reference in this chapter to corporate\naction to be taken by the board shall mean such action at a meeting of\nthe board. Except as otherwise provided in this chapter, the vote of a\nmajority of the trustees present at the time of the vote, if a quorum is\npresent at such time, shall be the act of the board.\n 3. (a) Unless otherwise provided by the by-laws, regular meetings of\nthe board may be held without notice if the time and place of such\nmeetings are fixed by the by-laws or the board. Special meetings of the\nboard shall be held upon notice to the trustees.\n (b) The by-laws may prescribe what shall constitute notice of meeting\nof the board. A notice, or waiver of notice, need not specify the\npurpose of any regular or special meeting of the board, unless required\nby the by-laws.\n (c) Notice of a meeting need not be given to any trustee who submits a\nsigned waiver of notice whether before or after the meeting or who\nattends the meeting without protesting, prior thereto or at its\ncommencement, the lack of notice to him.\n (d) A majority of the trustees present, whether or not a quorum is\npresent, may adjourn any meeting to another time and place. If the\nby-laws so provide, a notice of any adjournment of a meeting of the\nboard to another time or place shall be given to the trustees who were\nnot present at the time of the adjournment and, unless such time and\nplace are announced at the meeting, to the other trustees.\n 4. The board may from time to time make by-laws, rules and\nregulations, not inconsistent with law, for the election and appointment\nof officers and committees, and for their respective powers and duties;\nfor the increase or reduction of the number of trustees; for the\nrepayment of deposits, and generally for the transaction and management\nof the affairs of the savings bank. A copy of such by-laws, and of any\namendment thereto or change therein shall be transmitted to the\nsuperintendent.\n 5. The board shall elect or appoint such officers as they may deem\nproper. Such officers need not be trustees. Each officer shall hold\noffice for the term for which he is elected or appointed and until his\nsuccessor has been elected or appointed and qualified. Any two or more\noffices may be held by the same person except the offices of president\nand secretary. The trustees may require any officer to give security for\nthe faithful performance of his duties and all officers as between\nthemselves and the savings bank shall have such authority and perform\nsuch duties in the management of the corporation as may be provided in\nthe by-laws or, to the extent not so provided, by the board.\n 6. Any officer elected or appointed by the board may be removed by the\nboard, or his authority suspended by it, with or without cause. Such\nremoval or suspension without cause, however, shall be without prejudice\nto his contract rights. The election or appointment of an officer shall\nnot be deemed of itself to create contract rights. This subdivision does\nnot affect the powers of the superintendent under section forty-one of\nthis chapter.\n