N.Y. Banking Law § 398-c: Executive committee and other committees

§ 398-c. Executive committee and other committees. 1. If the

organization certificate or the by-laws so provide, the board of

directors, by resolution adopted by a majority of the entire board, may

designate from among its members an executive committee consisting of at

least five directors and other committees each consisting of two or more

directors, officers or other persons, not including alternate members,

but not less than may otherwise be required by this chapter nor

differing in composition from any requirement of this chapter, and each

of which, shall have such authority as may be provided in the resolution

or in the organization certificate or by-laws or under this chapter,

except that no such committee shall have authority as to the following

matters:

(a) The submission to shareholders of any action that needs

shareholders' authorization under this chapter;

(b) The filling of vacancies in the board of directors or in any such

committee;

(c) The fixing of compensation of the directors for serving on the

board or on any committee;

(d) The amendment or repeal of the by-laws, or the adoption of new

by-laws;

(e) The amendment or repeal of any resolution of the board which by

its terms shall not be so amendable or repealable;

(f) The taking of action which is expressly required by any provision

of this chapter to be taken at a meeting of the board or by a specified

proportion of the directors.

2. Each such committee shall serve at the pleasure of the board. The

designation or appointment of, or making of provision for, any such

committee and the delegation thereto of authority shall not alone

relieve any director of his duty to the association under any provision

of this chapter.

3. Minutes shall be kept of each meeting of each such committee and

records shall be kept of all action taken in exercise of the authority

or in performance of the function of each such committee. Such minutes

and records shall be submitted to the board of directors and shall be

filed with the records of the association.