§ 376 — Proposed by-laws

§ 376. Proposed by-laws. 1. The incorporators shall subscribe and\nacknowledge and submit to the superintendent proposed by-laws in\nduplicate, which shall make provision for the following: (a) The dates\nof regular meetings of shareholders; the notice, if any, to be given;\nthe qualifications of voters and the manner of voting; the manner of\ncalling special meetings; and the number of members which shall\nconstitute a quorum.\n (b) The number of directors, and their qualifications, other than\nthose specified in this article; their terms of office, which shall not\nbe less than one year nor more than three years, and if the terms of\noffice be more than one year, the method of division into classes for\nthe purpose of electing, as nearly as may be, an equal number of\ndirectors each year; and the removal or suspension of directors. The\nby-laws may provide that the number of directors shall be not less than\nseven nor more than fifteen, in which event the by-laws shall also\nprovide the manner in which the number of directors shall be fixed\nwithin the minimum and maximum limits.\n (c) The meetings of the board of directors, of which there shall be no\nless than ten regular monthly meetings per year, provided, however, that\nduring any three consecutive calendar months the board of directors\nshall meet at least twice; its powers and duties; the appointment or\nelection of auditors and their compensation; the establishment of\npolicies governing the appointment of appraisers and their compensation.\n (d) The officers; the manner of their election; their terms of office,\nduties and compensation; and the bonds which shall be required of\nofficers.\n (e) The classes of shares which may be issued; whether they shall be\nissued in series or otherwise; the times when they may be issued; and\ntheir matured value.\n (f) The manner in which evidence of share ownership shall be issued to\nmembers.\n (g) The dues that shall be paid upon shares and the time of their\npayment; the time and manner of apportioning, crediting and paying\ndividends.\n (h) The conditions upon which shares may be transferred, matured,\nwithdrawn, retired or suspended and forfeited.\n (i) If a member thereof, the voting of shares in the Savings and Loan\nBank of the State of New York and the nomination of a director of such\nbank.\n (j) The manner and conditions under which the by-laws may be altered\nor amended.\n 2. Such by-laws may make provision for the following:\n (a) The fees that may be charged, which shall be only an entrance fee\nat a rate not exceeding twenty-five cents a share with a maximum amount\nof five dollars, or in lieu thereof a membership fee not exceeding one\ndollar; a transfer fee not exceeding twenty-five cents a share, or in\nlieu thereof a total fee not exceeding one dollar on each transfer.\n (b) Loans and investments; the security to be taken for loans, and the\nconditions under which loans may be repaid.\n (c) The fines and penalties which may be imposed for failure promptly\nto make payments when due.\n (d) Prohibiting or further limiting proxies for members, and their\nduration, pursuant to subdivision two of section three hundred\nseventy-eight.\n (e) The receipt of time and demand deposits.\n