N.Y. Banking Law § 398: Filling of vacancies in board of directors; change in number of directors

§ 398. Filling of vacancies in board of directors; change in number of

directors. 1. Vacancies in the board of directors of any savings and

loan association not exceeding one-third of the whole number of the

board may be filled by vote of a majority of the remaining directors,

and the directors so elected may hold office until such vacancies are

filled by the members at a special or annual election. When the number

of directors fixed by the by-laws of any savings and loan association is

nine or more, two vacancies may, with the consent of the superintendent,

be left unfilled until the next annual election. All vacancies not

otherwise provided for in this section shall be filled by election by

the members.

2. The number of directors may be changed within the limits provided

in subdivision one of section three hundred ninety-seven of this article

by amendment of the by-laws, except where the by-laws provide that the

number of directors shall be not less than seven nor more than fifteen

and also provide the manner in which the number of directors shall be

fixed within the minimum and maximum limits.

3. Each vacancy in the office of director and each reduction in the

number of directors shall be reported to the superintendent within ten

days after such vacancy occurs or such reduction is effected. Each

election of a director shall be likewise reported together with the

name, address and occupation of the person so elected.