N.Y. Banking Law § 478: Amendment of bylaws; approval of superintendent

§ 478. Amendment of bylaws; approval of superintendent. 1. The bylaws

of a credit union may be changed or amended by a vote of a majority of

the total number of directors which a credit union would have if there

were no vacancies present at any meeting; provided the proposed change

or amendment shall have first had the approval of the superintendent,

except as provided in subdivision two of this section; and provided

further, that notice of such meeting, with notice of the proposed change

or amendment, shall have been given to each director as prescribed in

the bylaws and provided, further, that any amendment, or change in a

bylaw affecting the manner or method by which a shareholders' meeting

may be convened, the voting rights of the shareholders, or a decrease in

the number of directors of the credit union shall also require the

approval of a majority of the shareholders present at a meeting of the

shareholders. A copy of any change or amendment thus adopted shall be

filed in the office of the superintendent within thirty days after its

adoption.

2. Notwithstanding the provisions of subdivision one of this section,

a credit union may change or amend its bylaws to add a group of less

than three thousand members upon receiving a notice of no objection from

the superintendent. Within ten business days of receiving such proposed

change or amendment, the superintendent shall either send a notice of no

objection, notify the credit union that the proposed change or amendment

is denied, or notify the credit union that additional review is

necessary; provided, however, that if additional review is necessary,

the superintendent shall notify the credit union of his or her final

decision within no more than twenty-five business days of receiving such

proposed change or amendment.

3. Any credit union deeming itself aggrieved by the refusal of the

superintendent to give his or her approval to a proposed change or

amendment may apply to any justice of the supreme court of the district

wherein the credit union is located, upon notice to the superintendent,

for a review of such decision. Such justice shall review the decision of

the superintendent and may overrule or set aside the action of the

superintendent and approve such change or amendment. An approval thus

obtained shall enable such credit union to make the change or amendment

as approved.