N.Y. Defense Emergency Act 1951 784/51 § 92: Emergency boards of directors

§ 92. Emergency boards of directors. 1. Notwithstanding any other law

or any provision of the charter of any corporate institution to the

contrary, if at any time during a period of acute emergency with respect

to any corporate institution, no person otherwise empowered to call

meetings of the board of directors of such institution shall be present

and capable of acting, meetings of directors and acting directors may be

called by any director or acting director, or if no director or acting

director be present and capable of acting, by any officer or acting

officer. If it shall be impracticable or impossible to give notice of a

meeting of directors or acting directors of such an institution in the

manner otherwise prescribed, the person calling such a meeting may give

notice thereof by making such reasonable efforts as circumstances may

permit to notify each director and acting director of the meeting. Such

notification may be oral or written, and shall specify the time and

place of the meeting, but need not specify the purposes thereof. Failure

of any director or acting director to receive actual notice of a meeting

of directors and acting directors shall not affect the power of the

directors and acting directors present at such meeting to exercise the

powers of an emergency board of directors as prescribed in this section.

Nothing contained in this article shall be construed as requiring a

meeting of directors of such an institution to be convened in any manner

different from that prescribed by its charter and by the provisions of

law other than this article.

2. The directors and acting directors of any corporate institution, if

three or more in number, who are present at any meeting convened during

a period of acute emergency affecting such institution pursuant to call

made or notice given in the manner described in subdivision one of this

section or at any meeting convened during such period pursuant to other

lawful call and notice at which a quorum is not present, shall

constitute an emergency board of directors which, notwithstanding any

provision of the charter of such institution or any provision of law

other than this article to the contrary, shall have the power, subject

to the limitations prescribed in this article, by a majority of such

persons present, to take any and every action which may be necessary to

meet the exigencies of the acute emergency or to enable such institution

to conduct its business during such period, but no other powers. The

powers of an emergency board of directors shall include but shall not be

limited to the following powers:

(a) At any meeting, to elect such acting directors as it may deem

necessary, without regard to the number of directors which would

otherwise be required, to serve in any positions on such board which are

vacant or in place of any directors or acting directors who are absent

from such meeting, but not to elect any director on a permanent basis.

(b) To elect such acting officers as it may deem necessary, without

regard to the number of officers which would otherwise be required, to

serve in any offices which are vacant or in place of any officers or

acting officers who fail to appear and assume their duties, to fix the

compensation and determine the powers and duties of acting officers and

to remove acting officers but not to remove any officer or to fill any

vacancy on a permanent basis or to cause the institution to enter into

any contract of employment for a term of over one year.

(c) To cause the institution to change the location of any of its

places of business pursuant to section ninety-one of this chapter, and

to authorize such action as it may deem appropriate to acquire space and

facilities at the new locations, but not to acquire any property in fee

or for a term of over one year.

(d) To postpone any meeting of the stockholders or members or

directors of such institution, or any directors' examination of such

institution if, in the judgment of the majority of the members of such

emergency board of directors, it would be impracticable to hold such

meeting or conduct such examination at the time it would otherwise have

been held or conducted.

(e) If it shall appear to an emergency board of directors that a

quorum of the board of directors cannot be assembled within a reasonable

time, to call a meeting of the stockholders or members of the

institution to be held as soon as the circumstances may reasonably

permit, at a place to be designated by the emergency board of directors

within this state or a contiguous state, for the purpose of electing

directors to fill vacancies on the board of directors, but for no other

purpose, and to propose nominees for such election. No meeting of

stockholders or members shall be held pursuant to such call except upon

notice given in accordance with the provisions of law other than this

article and the charter of the institution.

3. As soon as practicable after each meeting of an emergency board of

directors, the person who presided thereat shall notify the

superintendent in writing of the time and place of such meeting, of the

efforts made to give notice thereof to the directors and acting

directors who failed to appear, of the persons present at such meeting,

of any changes in the directors, acting directors, officers and acting

officers and of all actions taken at such meeting.

4. No person prohibited by law or by the charter of a corporate

institution from serving as a director of such institution shall be

eligible to serve as an acting director except that no person shall be

disqualified to serve as an acting director by reason of his not being a

stockholder of such institution, by reason of his not being a resident

of this state or of a contiguous state, or by reason of the number of

the directors or acting directors who are officers, acting officers or

employees of the institution. Any person may serve as an acting

director of a fund who is a director, acting director, officer or acting

officer of an institution which is a party to the agreement creating the

fund. No oath of acting directors shall be required.

5. Acting directors elected pursuant to the provisions of this section

or appointed pursuant to the provisions of section ninety-three of this

chapter shall be entitled to notice of and to vote at all meetings of an

emergency board of directors equally with directors. Acting directors

shall not be entitled to take part in the deliberations or to vote at

any meeting of directors duly convened in accordance with the applicable

provisions of law other than this section and with the provisions of the

charter of the institution at which a quorum of the directors is

present. Each acting director shall serve until the director or acting

director in whose place he was elected or appointed shall attend a

meeting or until a director is duly elected to fill the vacancy in which

such acting director has been serving, whichever event occurs the

earlier. Acting directors shall be entitled to any compensation payable

to directors.

6. Acting officers elected pursuant to this subdivision shall have

such powers and duties and receive such compensation as may from time to

time be determined by the board of directors or an emergency board of

directors. Each acting officer shall serve until the officer in whose

place he was elected shall appear and assume his duties or until his

successor officer or acting officer shall be elected, whichever event

occurs the earlier.