N.Y. Banking Law § 7015: Duty of directors and officers; oath of directors

§ 7015. Duty of directors and officers; oath of directors. 1.

Directors and officers shall discharge the duties of their respective

positions in good faith and with that degree of diligence, care and

skill which ordinarily prudent men would exercise under similar

circumstances in like positions. In discharging their duties, directors

and officers, when acting in good faith, may rely upon (a) financial

statements of the corporation represented to them to be correct by the

president or the officer of the corporation having charge of its books

of account, or stated in a written report by an independent public or

certified public accountant or firm of such accountants fairly to

reflect the financial condition of such corporation, and (b) reports

required to be submitted to them by any provision of this chapter or

prepared in the ordinary course of business by an officer or committee

charged with the responsibility therefor. Nothing in this section shall

be deemed to require the directors to perform functions vested in any

committee, officer or other person pursuant to the provisions of any

other section of this chapter.

2. In taking action, including, without limitation, action which may

involve or relate to a change or potential change in the control of the

banking institution, a director shall be entitled to consider, without

limitation, (1) both the long-term and the short-term interests of the

corporation and its shareholders and (2) the effects that the

corporation's actions may have in the short-term or in the long-term

upon any of the following:

(i) the prospects for potential growth, development, productivity and

profitability of the corporation;

(ii) the corporation's current employees;

(iii) the corporation's retired employees and other beneficiaries

receiving or entitled to receive retirement, welfare or similar benefits

from or pursuant to any plan sponsored, or agreement entered into, by

the corporation;

(iv) the corporation's customers and creditors; and

(v) the ability of the corporation to provide, as a going concern,

goods, services, employment opportunities and employment benefits and

otherwise to contribute to the communities in which it does business.

Nothing in this subdivision shall create any duties owed by any

director to any person or entity to consider or afford any particular

weight to any of the foregoing or abrogate any duty of the directors,

either statutory or recognized by common law or court decisions. For

purposes of this subdivision, "control" shall mean the possession,

directly or indirectly, of the power to direct or cause the direction of

the management and policies of a banking institution whether through the

ownership of voting stock of such banking institution, the ownership of

voting stock of any company which possesses such power or otherwise.

3. Each director of a bank or trust company, stock-form savings bank,

or stock-form savings and loan association, when appointed or elected,

shall take an oath that he will, so far as the duty devolves on him,

diligently and honestly administer the affairs of such corporation, and

will not knowingly violate, or willingly permit to be violated, any of

the provisions of law applicable to such corporation. Such oath shall be

subscribed by the director making it, and certified by an officer

authorized by law to administer oaths, and immediately transmitted to

the superintendent.

4. Each director of a safe deposit company, when appointed or elected,

shall take an oath that he will, so far as the duty devolves on him,

diligently and honestly administer the affairs of such corporation, and

will not knowingly violate, or willingly permit to be violated, any of

the provisions of law applicable thereto. Such oath shall be subscribed

by the director making it, and certified by an officer authorized by law

to administer oaths, and immediately transmitted to the superintendent.