This text of New York § 7005 (Vacancies and newly created directorships) is published on Counsel Stack Legal Research, covering New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
§ 7005. Vacancies and newly created directorships.
1.In the case of\nbanks and trust companies, stock-form savings banks, and stock-form\nsavings and loan associations:\n (a) The persons named in the organization certificate as the first\nboard may elect such additional number of directors as is provided for\nby the organization certificate.\n (b) All vacancies in the office of director, including newly created\ndirectorships resulting from an increase in the number of directors,\nshall be filled by election by the stockholders except as hereinafter\nprovided in this paragraph. Vacancies not exceeding one-third of the\nentire board may be filled by the affirmative vote of a majority of the\ndirectors then in office, and the directors so elected shall hold office\nfor the balance of th
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§ 7005. Vacancies and newly created directorships. 1. In the case of\nbanks and trust companies, stock-form savings banks, and stock-form\nsavings and loan associations:\n (a) The persons named in the organization certificate as the first\nboard may elect such additional number of directors as is provided for\nby the organization certificate.\n (b) All vacancies in the office of director, including newly created\ndirectorships resulting from an increase in the number of directors,\nshall be filled by election by the stockholders except as hereinafter\nprovided in this paragraph. Vacancies not exceeding one-third of the\nentire board may be filled by the affirmative vote of a majority of the\ndirectors then in office, and the directors so elected shall hold office\nfor the balance of the unexpired term; provided, however, the\nsuperintendent shall have the power to determine by regulation the\nconditions under which vacancies in the office of director may be left\nunfilled until the next annual election. Such regulations shall specify\nthe maximum number of vacancies which may be left unfilled with the\nsuperintendent's permission, and shall require the superintendent, in\ngranting such permission, to take into account (i) whether such banking\norganization is subject to adequate supervisory oversight by a bank\nholding company (as defined in section one hundred thirty or one hundred\nforty-one of this chapter), parent bank, or similar entity, (ii) the\nfinancial condition of such banking organization, (iii) whether it holds\ninsured deposits, and (iv) the provisions of section ten of this\nchapter.\n (c) Each vacancy, including newly created but unfilled directorships\nresulting from an increase in the number of directors, in the office of\ndirector and each reduction in the number of directors shall be reported\nto the superintendent within ten days after such vacancy occurs or such\nreduction is effected. Each election by the board to fill any such\nvacancy shall be likewise reported together with the name, address and\noccupation of the person so elected.\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) Newly created directorships resulting from an increase in the\nnumber of directors and vacancies occurring in the board for any reason\nexcept the removal of directors without cause may be filled by vote of a\nmajority of the directors then in office, although less than a quorum\nexists, unless the organization certificate or the by-laws provide that\nsuch newly created directorships or vacancies shall be filled by vote of\nthe stockholders.\n (b) Unless the organization certificate or the specific provisions of\na by-law adopted by the stockholders provide that the board shall fill\nvacancies occurring in the board by reason of the removal of directors\nwithout cause, such vacancies may be filled only by vote of the\nstockholders.\n (c) A director elected to fill a vacancy shall be elected to hold\noffice for the unexpired term of his predecessor.\n (d) Vacancies in its board occasioned by resignations, deaths or other\ncauses, including newly created but unfilled directorships resulting\nfrom an increase in the number of directors, shall be reported by each\ncorporation to the superintendent within ten days after the event; and\nthe corporation shall likewise report each election by the board to fill\nsuch vacancy with the name, address and occupation of the person elected\nand the name of the person whose place he has been elected to fill.\n