§ 92 — Emergency boards of directors

§ 92. Emergency boards of directors. 1. Notwithstanding any other law\nor any provision of the charter of any corporate institution to the\ncontrary, if at any time during a period of acute emergency with respect\nto any corporate institution, no person otherwise empowered to call\nmeetings of the board of directors of such institution shall be present\nand capable of acting, meetings of directors and acting directors may be\ncalled by any director or acting director, or if no director or acting\ndirector be present and capable of acting, by any officer or acting\nofficer. If it shall be impracticable or impossible to give notice of a\nmeeting of directors or acting directors of such an institution in the\nmanner otherwise prescribed, the person calling such a meeting may give\nnotice thereof by making such reasonable efforts as circumstances may\npermit to notify each director and acting director of the meeting. Such\nnotification may be oral or written, and shall specify the time and\nplace of the meeting, but need not specify the purposes thereof. Failure\nof any director or acting director to receive actual notice of a meeting\nof directors and acting directors shall not affect the power of the\ndirectors and acting directors present at such meeting to exercise the\npowers of an emergency board of directors as prescribed in this section.\nNothing contained in this article shall be construed as requiring a\nmeeting of directors of such an institution to be convened in any manner\ndifferent from that prescribed by its charter and by the provisions of\nlaw other than this article.\n 2. The directors and acting directors of any corporate institution, if\nthree or more in number, who are present at any meeting convened during\na period of acute emergency affecting such institution pursuant to call\nmade or notice given in the manner described in subdivision one of this\nsection or at any meeting convened during such period pursuant to other\nlawful call and notice at which a quorum is not present, shall\nconstitute an emergency board of directors which, notwithstanding any\nprovision of the charter of such institution or any provision of law\nother than this article to the contrary, shall have the power, subject\nto the limitations prescribed in this article, by a majority of such\npersons present, to take any and every action which may be necessary to\nmeet the exigencies of the acute emergency or to enable such institution\nto conduct its business during such period, but no other powers. The\npowers of an emergency board of directors shall include but shall not be\nlimited to the following powers:\n (a) At any meeting, to elect such acting directors as it may deem\nnecessary, without regard to the number of directors which would\notherwise be required, to serve in any positions on such board which are\nvacant or in place of any directors or acting directors who are absent\nfrom such meeting, but not to elect any director on a permanent basis.\n (b) To elect such acting officers as it may deem necessary, without\nregard to the number of officers which would otherwise be required, to\nserve in any offices which are vacant or in place of any officers or\nacting officers who fail to appear and assume their duties, to fix the\ncompensation and determine the powers and duties of acting officers and\nto remove acting officers but not to remove any officer or to fill any\nvacancy on a permanent basis or to cause the institution to enter into\nany contract of employment for a term of over one year.\n (c) To cause the institution to change the location of any of its\nplaces of business pursuant to section ninety-one of this chapter, and\nto authorize such action as it may deem appropriate to acquire space and\nfacilities at the new locations, but not to acquire any property in fee\nor for a term of over one year.\n (d) To postpone any meeting of the stockholders or members or\ndirectors of such institution, or any directors' examination of such\ninstitution if, in the judgment of the majority of the members of such\nemergency board of directors, it would be impracticable to hold such\nmeeting or conduct such examination at the time it would otherwise have\nbeen held or conducted.\n (e) If it shall appear to an emergency board of directors that a\nquorum of the board of directors cannot be assembled within a reasonable\ntime, to call a meeting of the stockholders or members of the\ninstitution to be held as soon as the circumstances may reasonably\npermit, at a place to be designated by the emergency board of directors\nwithin this state or a contiguous state, for the purpose of electing\ndirectors to fill vacancies on the board of directors, but for no other\npurpose, and to propose nominees for such election. No meeting of\nstockholders or members shall be held pursuant to such call except upon\nnotice given in accordance with the provisions of law other than this\narticle and the charter of the institution.\n 3. As soon as practicable after each meeting of an emergency board of\ndirectors, the person who presided thereat shall notify the\nsuperintendent in writing of the time and place of such meeting, of the\nefforts made to give notice thereof to the directors and acting\ndirectors who failed to appear, of the persons present at such meeting,\nof any changes in the directors, acting directors, officers and acting\nofficers and of all actions taken at such meeting.\n 4. No person prohibited by law or by the charter of a corporate\ninstitution from serving as a director of such institution shall be\neligible to serve as an acting director except that no person shall be\ndisqualified to serve as an acting director by reason of his not being a\nstockholder of such institution, by reason of his not being a resident\nof this state or of a contiguous state, or by reason of the number of\nthe directors or acting directors who are officers, acting officers or\nemployees of the institution. Any person may serve as an acting\ndirector of a fund who is a director, acting director, officer or acting\nofficer of an institution which is a party to the agreement creating the\nfund. No oath of acting directors shall be required.\n 5. Acting directors elected pursuant to the provisions of this section\nor appointed pursuant to the provisions of section ninety-three of this\nchapter shall be entitled to notice of and to vote at all meetings of an\nemergency board of directors equally with directors. Acting directors\nshall not be entitled to take part in the deliberations or to vote at\nany meeting of directors duly convened in accordance with the applicable\nprovisions of law other than this section and with the provisions of the\ncharter of the institution at which a quorum of the directors is\npresent. Each acting director shall serve until the director or acting\ndirector in whose place he was elected or appointed shall attend a\nmeeting or until a director is duly elected to fill the vacancy in which\nsuch acting director has been serving, whichever event occurs the\nearlier. Acting directors shall be entitled to any compensation payable\nto directors.\n 6. Acting officers elected pursuant to this subdivision shall have\nsuch powers and duties and receive such compensation as may from time to\ntime be determined by the board of directors or an emergency board of\ndirectors. Each acting officer shall serve until the officer in whose\nplace he was elected shall appear and assume his duties or until his\nsuccessor officer or acting officer shall be elected, whichever event\noccurs the earlier.\n