N.Y. Banking Law § 376: Proposed by-laws

§ 376. Proposed by-laws. 1. The incorporators shall subscribe and

acknowledge and submit to the superintendent proposed by-laws in

duplicate, which shall make provision for the following: (a) The dates

of regular meetings of shareholders; the notice, if any, to be given;

the qualifications of voters and the manner of voting; the manner of

calling special meetings; and the number of members which shall

constitute a quorum.

(b) The number of directors, and their qualifications, other than

those specified in this article; their terms of office, which shall not

be less than one year nor more than three years, and if the terms of

office be more than one year, the method of division into classes for

the purpose of electing, as nearly as may be, an equal number of

directors each year; and the removal or suspension of directors. The

by-laws may provide that the number of directors shall be not less than

seven nor more than fifteen, in which event the by-laws shall also

provide the manner in which the number of directors shall be fixed

within the minimum and maximum limits.

(c) The meetings of the board of directors, of which there shall be no

less than ten regular monthly meetings per year, provided, however, that

during any three consecutive calendar months the board of directors

shall meet at least twice; its powers and duties; the appointment or

election of auditors and their compensation; the establishment of

policies governing the appointment of appraisers and their compensation.

(d) The officers; the manner of their election; their terms of office,

duties and compensation; and the bonds which shall be required of

officers.

(e) The classes of shares which may be issued; whether they shall be

issued in series or otherwise; the times when they may be issued; and

their matured value.

(f) The manner in which evidence of share ownership shall be issued to

members.

(g) The dues that shall be paid upon shares and the time of their

payment; the time and manner of apportioning, crediting and paying

dividends.

(h) The conditions upon which shares may be transferred, matured,

withdrawn, retired or suspended and forfeited.

(i) If a member thereof, the voting of shares in the Savings and Loan

Bank of the State of New York and the nomination of a director of such

bank.

(j) The manner and conditions under which the by-laws may be altered

or amended.

2. Such by-laws may make provision for the following:

(a) The fees that may be charged, which shall be only an entrance fee

at a rate not exceeding twenty-five cents a share with a maximum amount

of five dollars, or in lieu thereof a membership fee not exceeding one

dollar; a transfer fee not exceeding twenty-five cents a share, or in

lieu thereof a total fee not exceeding one dollar on each transfer.

(b) Loans and investments; the security to be taken for loans, and the

conditions under which loans may be repaid.

(c) The fines and penalties which may be imposed for failure promptly

to make payments when due.

(d) Prohibiting or further limiting proxies for members, and their

duration, pursuant to subdivision two of section three hundred

seventy-eight.

(e) The receipt of time and demand deposits.