N.Y. Banking Law § 7004: Classification of directors

§ 7004. Classification of directors. 1. The board of directors of any

bank or trust company, stock-form savings bank, or stock-form savings

and loan association may be classified into three classes as nearly

equal as may be, with the terms of office of one class expiring each

year, and such corporations may make provisions for such classification

in their by-laws.

2. In the case of corporations other than banks and trust companies,

stock-form savings banks, and stock-form savings and loan associations:

(a) The organization certificate or the specific provisions of a

by-law adopted by the stockholders may provide that the directors be

divided into either two, three or four classes. All classes shall be as

nearly equal in number as possible, and no class shall include less than

three directors. The terms of office of the directors initially

classified shall be as follows: that of the first class shall expire at

the next annual meeting of stockholders, the second class at the second

succeeding annual meeting, the third class, if any, at the third

succeeding annual meeting, and the fourth class, if any, at the fourth

succeeding annual meeting.

(b) At each annual meeting after such initial classification,

directors to replace those whose terms expire at such annual meeting

shall be elected to hold office until the second succeeding annual

meeting if there are two classes, the third succeeding annual meeting if

there are three classes, or the fourth succeeding annual meeting if

there are four classes.

(c) If directors are classified and the number of directors is

thereafter changed:

(1) Any newly created directorships or any decrease in directorships

shall be so apportioned among the classes as to make all classes as

nearly equal in number as possible.

(2) When the number of directors is increased by the board and any

newly created directorships are filled by the board, there shall be no

classification of the additional directors until the next annual meeting

of stockholders.