N.Y. Private Housing Finance Law § 306: Temporary board of directors

§ 306. Temporary board of directors. 1. The first annual meeting of

such corporation shall be held at a time and place to be fixed by the

temporary board of directors which shall be as soon as reasonably

possible after a minimum of two and one-half per centum of the capital

stock of such corporation shall have been paid into its treasury and a

minimum of ten members of such corporation shall have qualified as

hereinafter provided, and such meeting shall be called in such manner as

may be provided by the temporary board of directors.

2. Notwithstanding the foregoing provisions of this section, until the

first annual meeting of such corporation and the election and

qualifications of a board of directors as hereinabove provided, all the

corporate powers of such corporation shall be exercised by a temporary

board of directors consisting of thirteen persons, all of whom shall be

of full age, citizens of the United States and residents of this state,

and who shall be designated by the governor. Such designation shall be

in writing, signed by the officer making it, and transmitted by him to

the secretary of state who shall make and record in his office a copy of

such designation and deliver the original to the designee, who, if he

accepts such designation, shall notify the secretary of state of such

fact, in writing, and thereupon his designation shall become effective

and the secretary of state shall record such acceptance in his office.

If any vacancy occurs in such temporary board of directors through

death, resignation or otherwise, a person shall be designated to fill

such vacancy by the governor. Upon the election and qualification of a

board of directors pursuant to section three hundred five of this

article, the temporary board of directors shall be deemed dissolved.

3. As soon as possible after the designation of the directors

comprising the temporary board has become effective, the temporary board

of directors shall meet, elect a chairman, cause stock certificates to

be printed, appoint temporary officers and seek to enlist the support,

membership and stock subscription of institutional lenders.