§ 98 — Change of location; emergency boards of directors

New York § 98

• Jurisdiction: New York
• Law DEA: Defense Emergency Act 1951 784/51
• Art. 7-A: Insurance

Text

§ 98. Change of location; emergency boards of directors. 1.\nNotwithstanding any provision of its charter, any domestic organization,\nwithout complying with any provision of law requiring approval or\napplication for approval of a change of location of its principal\noffice, may from time to time change the location thereof during an\nacute emergency to a suitable location within the United States, and may\ncarry on its business at such new location during such acute emergency\nand for a reasonable time thereafter. Any organization which changes the\nlocation of its principal office during an acute emergency shall notify\nthe superintendent thereof in writing as soon as practicable, stating\nthe address of the new location, the address of the former location, and\nthe dates when business is ceasing at the former location and commencing\nat the latter location.\n 2. Notwithstanding any contrary provision of law or of its charter, if\nat any time during an acute emergency affecting any domestic\norganization, no person otherwise empowered to call meetings of its\nboard is capable of acting, a meeting thereof may be called by any\ndirector or acting director, or if no director or acting director is\ncapable of acting, by any officer or acting officer. If it shall be\nimpracticable or impossible to give notice of a meeting of the board in\nthe manner prescribed by charter and law other than this article, the\nperson calling such a meeting may give notice thereof by making such\nreasonable efforts as circumstances may permit to notify each director\nand acting director of the time and place of the meeting, but need not\nspecify the purposes thereof. Failure of any director or acting director\nto receive actual notice of a meeting of directors and acting directors\nshall not affect the power of the directors and acting directors present\nat such meeting to exercise the powers of an emergency board of\ndirectors as prescribed in this section. Nothing contained in this\narticle shall be construed as requiring a meeting of the board of such\nan organization to be convened in any manner different from that\nprescribed by its charter and by the provisions of law other than this\narticle.\n 3. If three or more directors and/or acting directors of any domestic\norganization are present at any meeting of its board duly convened\nduring an acute emergency affecting such domestic organization, they\nshall constitute its emergency board of directors which, notwithstanding\nany contrary provision of law or of its charter, shall have the power,\nsubject to the limitations prescribed in this article, by a majority of\nthose present, to take any and every action which may be necessary to\nenable such domestic organization to meet the exigencies of the acute\nemergency and conduct its business during such period, but no other\npowers. The powers of an emergency board of directors shall include but\nshall not be limited 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 organization to enter into\nany contract of employment for a term of over one year.\n (c) To cause the organization to change the location of its principal\noffice, pursuant to subdivision one hereof, or any of its places of\nbusiness, and to authorize such action as it may deem appropriate to\nacquire space and facilities at the new locations, but not to acquire\nfor use as its principal office property in fee or for a term of over\none year.\n (d) To postpone any meeting of the stockholders, policyholders or\nmembers or directors of such organization if, in the judgment of the\nmajority of the members of such emergency board of directors, it would\nbe impracticable to hold such meeting at the time it would otherwise\nhave been held or conducted.\n (e) If it shall appear to an emergency board of directors that a\nquorum of the board cannot be assembled within a reasonable time, to\ncall a meeting of the stockholders, policyholders, or members of the\norganization 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, but for no other purpose, and\nto propose nominees for such election. Any such meeting of stockholders,\npolicyholders, or members shall be held upon notice given in accordance\nwith the charter of the organization and applicable law other than this\narticle.\n 4. 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\nmanner in which notice thereof was given, of the persons present, and of\nall actions taken at such meeting.\n 5. No person prohibited by law or by the charter of a domestic\norganization from serving as a member of its board shall be eligible to\nserve as an acting director except that no person shall be disqualified\nto serve as an acting director by reason of his not being a stockholder,\npolicyholder or member of such organization, by reason of his not being\na resident of this state or of a contiguous state, or by reason of the\nnumber of the directors or acting directors who are officers, acting\nofficers or employees of the organization. Any person may serve as an\nacting director of a fund who is a director, acting director, officer or\nacting officer of an organization which is a party to the agreement\ncreating the fund. No oath of acting directors shall be required.\n 6. Acting directors elected pursuant to the provisions of this section\nor appointed pursuant to the provisions of section ninety-nine of this\narticle 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 the board which is duly convened in accordance with the\napplicable provisions of its charter and of law other than this article\nand at which a quorum is present. Each acting director shall serve until\nthe director or acting director in whose place he was elected or\nappointed shall attend a meeting of the board or until a director is\nduly elected to fill the vacancy in which such acting director has been\nserving, whichever event occurs earlier. An acting director shall be\nentitled to the compensation, if any, payable to a director.\n 7. Acting officers elected pursuant to this section shall have such\npowers and duties and receive such compensation as may from time to time\nbe determined by the board or emergency board of directors. Each acting\nofficer shall serve until the officer in whose place he was elected\nshall appear and assume his duties or until his successor officer or\nacting officer shall be elected, whichever event occurs earlier.\n