N.Y. Banking Law § 7005: Vacancies and newly created directorships

§ 7005. Vacancies and newly created directorships. 1. In the case of

banks and trust companies, stock-form savings banks, and stock-form

savings and loan associations:

(a) The persons named in the organization certificate as the first

board may elect such additional number of directors as is provided for

by the organization certificate.

(b) All vacancies in the office of director, including newly created

directorships resulting from an increase in the number of directors,

shall be filled by election by the stockholders except as hereinafter

provided in this paragraph. Vacancies not exceeding one-third of the

entire board may be filled by the affirmative vote of a majority of the

directors then in office, and the directors so elected shall hold office

for the balance of the unexpired term; provided, however, the

superintendent shall have the power to determine by regulation the

conditions under which vacancies in the office of director may be left

unfilled until the next annual election. Such regulations shall specify

the maximum number of vacancies which may be left unfilled with the

superintendent's permission, and shall require the superintendent, in

granting such permission, to take into account (i) whether such banking

organization is subject to adequate supervisory oversight by a bank

holding company (as defined in section one hundred thirty or one hundred

forty-one of this chapter), parent bank, or similar entity, (ii) the

financial condition of such banking organization, (iii) whether it holds

insured deposits, and (iv) the provisions of section ten of this

chapter.

(c) Each vacancy, including newly created but unfilled directorships

resulting from an increase in the number of directors, in the office of

director and each reduction in the number of directors shall be reported

to the superintendent within ten days after such vacancy occurs or such

reduction is effected. Each election by the board to fill any such

vacancy shall be likewise reported together with the name, address and

occupation of the person so elected.

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

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

(a) Newly created directorships resulting from an increase in the

number of directors and vacancies occurring in the board for any reason

except the removal of directors without cause may be filled by vote of a

majority of the directors then in office, although less than a quorum

exists, unless the organization certificate or the by-laws provide that

such newly created directorships or vacancies shall be filled by vote of

the stockholders.

(b) Unless the organization certificate or the specific provisions of

a by-law adopted by the stockholders provide that the board shall fill

vacancies occurring in the board by reason of the removal of directors

without cause, such vacancies may be filled only by vote of the

stockholders.

(c) A director elected to fill a vacancy shall be elected to hold

office for the unexpired term of his predecessor.

(d) Vacancies in its board occasioned by resignations, deaths or other

causes, including newly created but unfilled directorships resulting

from an increase in the number of directors, shall be reported by each

corporation to the superintendent within ten days after the event; and

the corporation shall likewise report each election by the board to fill

such vacancy with the name, address and occupation of the person elected

and the name of the person whose place he has been elected to fill.