N.Y. Banking Law § 472: Special duties of directors

§ 472. Special duties of directors. Unless the bylaws shall expressly

reserve any or all of the following duties to the shareholders, it shall

be the special duty of the directors:

1. To act upon applications for membership and to expel members;

provided that the board of directors may appoint a membership committee

consisting of not less than two directors, which committee may act upon

applications for membership and approve persons for membership under

such conditions as the board may prescribe; except that such committee

so authorized shall submit to the board at each monthly meeting a list

of approved or pending applications for membership received since the

previous monthly meeting, together with such other related information

as the board may require.

2. To fix the amount of surety bond required of each officer having

the control or custody of funds.

3. To determine from time to time the rate of interest which shall be

allowed on deposits and charged on loans.

4. To fix the maximum number and classes of shares, share drafts and

share certificates which may be held by, and the maximum amount which

may be lent to, any member, subject in each case, however, to the

restrictions contained in section four hundred fifty-six of this

article.

5. To declare dividends and authorize an interest refund to all

members of record at the close of business on the last day of any

dividend period in proportion to the interest paid by them during the

dividend period. The amount of interest refund to the members shall be

in proportion to the amount of interest paid by them during the dividend

period as determined by the application of a uniform percentage. The

board may authorize an interest refund for a dividend period only during

a month in which, under the bylaws, it may declare a dividend for such

period, except that if, under the bylaws, a credit union has for the

calendar year dividend periods more frequently than annually and an

interest refund was omitted for one or more of such dividend periods,

the board, during the time permitted for the declaration of the current

dividend, may authorize an interest refund for the current dividend

period and for any one or more of the omitted dividend periods. However,

the board shall not authorize an interest refund for any dividend period

with respect to which it has not declared a dividend. An interest refund

shall be recorded on the books of the credit union as a reduction of

interest income.

6. To recommend amendments to the bylaws.

7. To fill vacancies in the board of directors or the credit or

supervisory committees as provided for in the bylaws.

8. To choose a chairman and recording officer of the credit committee

from among the members thereof at the annual organization meeting of the

board of directors of the credit union.

9. To direct the deposit or investment of funds, except loans to

members.

10. To perform such other duties as the bylaws may prescribe.