N.Y. Banking Law § 7002: Number of directors; definition of "entire board"

§ 7002. Number of directors; definition of "entire board". 1. (a) The

number of directors constituting the entire board of every bank and

trust company, stock-form savings bank, and stock-form savings and loan

association shall be not less than five nor more than fifteen, except

that any such corporation with capital stock, surplus funds and

undivided profits of two million dollars or more may have not less than

seven nor more than twenty, and any such corporation with capital stock,

surplus funds and undivided profits of five million dollars or more may

have not less than seven nor more than thirty directors. The

superintendent may in his or her discretion permit (i) a bank or trust

company, stock-form savings bank, or stock-form savings and loan

association having less than five million dollars capital stock, surplus

funds and undivided profits, to have not more than thirty directors, and

(ii) a bank or trust company, stock-form savings bank, or stock-form

savings and loan association which is a subsidiary, as defined in

subdivision five of section one hundred forty-one of this chapter, to

have less than the minimum number of directors provided herein.

(b) The number of directors constituting the entire board shall be not

less than five nor more than thirteen in the case of a safe deposit

company, and not less than five in the case of an investment company.

2. If the organization certificate does not specify the number of

directors, the by-laws may prescribe the manner in which the number is

to be determined and the manner in which the number may be changed

within the maximum and minimum limitations prescribed in the

organization certificate or an amendment thereof.

3. As used in this article, the term "entire board" means the total

number of directors which a corporation would have if there were no

vacancies.