reglab/housing_qa huggingface dataset:
NY Banking L § 7006 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7006 - Removal of Directors.

§ 7006.  Removal  of  directors. 1. Any or all of the directors may be removed  for  cause  by  vote  of  the  stockholders.  The  organization certificate  or  the  specific  provisions  of  a  by-law adopted by the stockholders may provide for such removal by action of the board, except in the case of any director elected by  cumulative  voting,  or  by  the holders of the shares of any class or series, voting as a class, when so entitled by the provisions of the organization certificate.   2.  If  the organization certificate or the by-laws so provide, any or all of the directors may  be  removed  without  cause  by  vote  of  the stockholders.   3.  The  removal  of  directors, with or without cause, as provided in subdivisions one and two, is subject to the following:  (a) In the case of a corporation having cumulative voting, no director may be removed  when  the  votes  cast  against  his  removal  would  be sufficient  to  elect  him if voted cumulatively at an election at which the same total number of votes were cast and the entire  board,  or  the entire  class  of  directors  of  which  he is a member, were then being elected; and  (b) When by the provisions of the organization certificate the holders of the shares of any class or series, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares  of  that  class  or series, voting as a class.   4. This section does not affect the powers of the superintendent under section forty-one of this chapter.
NY Banking L § 7007 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7007 - Quorum of Directors.

§ 7007.  Quorum  of  directors.  1. Subject to subdivision two of this   section, unless a greater proportion is  required  by  the  organization   certificate,  a  majority  of the entire board shall constitute a quorum   for the transaction of business or of any specified  item  of  business,   except  that  the  organization  certificate  or the by-laws may fix the   quorum at less than a majority of the entire board  but  not  less  than   one-third thereof.2.   Notwithstanding  any  provision  contained  in  its  organization   certificate, a bank  or  trust  company,  stock-form  savings  bank,  or   stock-form  savings  and loan association may provide in its by-laws the   number of directors necessary to constitute a quorum at meetings of  its   board.  Such  number shall not be less than five nor less than one-third   of the entire board except that a  bank  or  trust  company,  stock-form   savings bank, or stock-form savings and loan association having not more   than  seven  directors  may  provide  for  a  quorum  of not less than a   majority of such directors.
NY Banking L § 7008 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7008 - Action by the Board.

§ 7008.  Action  by  the  board.  1.  Any reference in this chapter to   corporate action to be taken by  the  board,  other  than  the  approval   required by section five hundred eleven of this chapter, shall mean such   action  at  a meeting of the board. Except as otherwise provided in this   chapter, the vote of a majority of the directors present at the time  of   the  vote,  if a quorum is present at such time, shall be the act of the   board.2. When authorized by the organization certificate of incorporation or   the by-laws, any one or more members  of  the  board  or  any  committee   thereof may participate in a meeting of such board or committee by means   of  a  conference telephone or similar communications equipment allowing   all persons participating in the meeting to hear each other at the  same   time. Participation by such means shall constitute presence in person at   a meeting.3.  The superintendent shall have the power to determine by regulation   the circumstances under which any action required  or  permitted  to  be   taken at any meeting of the board of directors of a banking organization   may  be  taken  without  a  meeting  if all members of the board consent   thereto in writing and the resolution and written consents  thereto  are   filed with the minutes of the proceedings of the board.
NY Banking L § 7009 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7009 - Greater Requirement as to Quorum and Vote of Directors.

§ 7009.  Greater  requirement  as  to  quorum  and  vote of directors. Subject to subdivision two of section seven thousand seven with  respect to  banks  and trust companies, stock-form savings banks, and stock-form savings and loan associations:   1. The organization  certificate  may  contain  provisions  specifying either or both of the following:  (a)  That  the  proportion of directors that shall constitute a quorum for the transaction of business or of any  specified  item  of  business shall  be  greater than the proportion prescribed by this chapter in the absence of such provision.  (b) That the proportion of votes of directors that shall be  necessary for  the  transaction  of  business or of any specified item of business shall be greater than the proportion prescribed by this chapter  in  the absence of such provision.   2. An amendment of the organization certificate which adds a provision permitted  by  this  section  or  which  changes  or  strikes out such a provision, shall be authorized at a meeting of stockholders by  vote  of the  holders  of  two-thirds  of all outstanding shares entitled to vote thereon or of such greater proportion of shares, or class or  series  of shares,  as may be provided specifically in the organization certificate for adding, changing or striking  out  a  provision  permitted  by  this section.   3.  If  the  organization  certificate  of  any corporation contains a provision authorized by this section, the existence  of  such  provision shall  be  noted  conspicuously on the face or back of every certificate for shares issued by such corporation.
NY Banking L § 7010 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7010 - Place and Time of Meetings of the Board.

§ 7010.  Place and time of meetings of the board. 1. Meetings, regular   or special, of the board may be held at any place within or without this   state, unless otherwise provided by the organization certificate or  the   by-laws.2. The board of every bank and trust company, stock-form savings bank,   and  stock-form  savings  and  loan  association  shall, after their due   qualification, hold an annual  meeting  for  the  election  of  officers   within  twenty-five  days  after the annual meeting of stockholders. The   board of every such corporation shall hold a regular monthly meeting  at   least  ten  times  a  year  provided,  however,  that  during  any three   consecutive calendar months the board shall meet  at  least  twice.  The   executive  committee  shall meet at least once in each thirty day period   during which the board does not meet.3. Subject to subdivisions one and two, the time and place for holding   meetings of the board may be fixed by or under the by-laws, or,  if  not   so fixed, by the board.
NY Banking L § 7011 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7011 - Notice of Board Meetings; Waiver; Adjournment.

§ 7011.  Notice  of  board  meetings; waiver; adjournment. 1.   Unless   otherwise provided by the by-laws, regular meetings of the board may  be   held  without notice if the time and place of such meetings are fixed by   the by-laws or the board. Special meetings of the board  shall  be  held   upon notice to the directors.2.  The  by-laws may prescribe what shall constitute notice of meeting   of the board. A notice, or  waiver  of  notice,  need  not  specify  the   purpose  of any regular or special meeting of the board, unless required   by the by-laws.3. Notice of a meeting need not be given to any director who submits a   signed waiver of notice whether before or  after  the  meeting,  or  who   attends  the  meeting  without  protesting,  prior  thereto  or  at  its   commencement, the lack of notice to him.4. A majority of the directors present, whether or  not  a  quorum  is   present,  may  adjourn  any  meeting  to  another time and place. If the   by-laws so provide, notice of any adjournment of a meeting of the  board   to  another  time  or place shall be given to the directors who were not   present at the time of the adjournment and, unless such time  and  place   are announced at the meeting, to the other directors.
NY Banking L § 7012 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7012 - Executive Committee and Other Committees.

§ 7012.   Executive   committee   and  other  committees.  1.  If  the organization certificate or  the  by-laws  so  provide,  the  board,  by resolution adopted by a majority of the entire board, may designate from among  its  members  an  executive committee consisting of at least five directors in the case of  banks,  trust  companies,  stock-form  savings banks,  and  stock-form  savings  and  loan associations and of at least three directors in the case of other corporations, and other  committees each  consisting  of  three or more directors, and each of which, to the extent provided in the resolution or in the organization certificate  or by-laws,  shall have all the authority of the board, except that no such committee shall have authority as to the following matters:  (a)  The  submission  to  stockholders  of  any  action   that   needs stockholders' authorization under this chapter.  (b)  The filling of vacancies in the board of directors or in any such committee.  (c) The fixing of compensation of the directors  for  serving  on  the board or on any committee.  (d)  The  amendment  or  repeal of the by-laws, or the adoption of new by-laws.  (e) The amendment or repeal of any resolution of the  board  which  by its terms shall not be so amendable or repealable.  (f)  The taking of action which is expressly required by any provision of this chapter to be taken at a meeting of the board or by a  specified proportion of the directors.   The  board may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at  any meeting of such committee.   2.  The  board  may  appoint  or  provide  for  such  other committees consisting of such directors, officers or other persons and having  such powers  and  functions  in  the  management of the corporation as may be provided in the by-laws or, to the extent not so provided, by the board.   3. Each such committee shall serve at the pleasure of the board.   The designation  or  appointment  of,  or  making of provision for, any such committee and the  delegation  thereto  of  authority  shall  not  alone relieve  any director of his duty to the corporation under section seven thousand fifteen of this article.
NY Banking L § 7013 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7013 - Officers.

§ 7013.  Officers.  1.  The  board of every corporation, at the annual   meeting of such board following each  annual  meeting  of  stockholders,   shall  elect  a  president (who, in the case of a bank or trust company,   stock-form savings bank, or stock-form  savings  and  loan  association,   shall  be  from  its  own  number) and shall also elect one or more vice   presidents and such other officers as are required by the by-laws to  be   elected annually. It may from time to time fill vacancies in the offices   of  any officers so elected, and elect or appoint such other officers as   it may determine  or  as  may  be  provided  in  the  by-laws.  Where  a   corporation  shall  elect  a  chief  executive  officer  in  lieu  of  a   president, whose duties and functions  are  substantially  the  same  as   those of a president, such chief executive officer shall be deemed to be   a president for purposes of this chapter.2. Each officer shall hold office for the term for which he is elected   or  appointed, and until his successor has been elected or appointed and   qualified.3. Any two or more offices may be held by the same person, except  the   offices of president and secretary.4. The board may require any officer to give security for the faithful   performance of his duties.5.  All  officers as between themselves and the corporation shall have   such authority  and  perform  such  duties  in  the  management  of  the   corporation  as  may be provided in the by-laws or, to the extent not so   provided, by the board.
NY Banking L § 7014 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7014 - Removal of Officers.

§ 7014.  Removal  of  officers. 1. Any officer elected or appointed by   the board may be removed by the board, or his authority suspended by it,   with or  without  cause.  Such  removal  or  suspension  without  cause,   however, shall be without prejudice to his contract rights. The election   or  appointment  of  an  officer shall not be deemed of itself to create   contract rights.2. This section does not affect the powers of the superintendent under   section forty-one of this chapter.
NY Banking L § 7017 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7017 - Actions Against Directors and Officers for Misconduct.

§ 7017.  Actions  against directors and officers for misconduct. 1. An action may be brought against one or more directors  or  officers  of  a corporation to procure a judgment for the following relief:  (a) To compel the defendant to account for his official conduct in the following cases:  (1)  The  neglect of, or failure to perform, or other violation of his duties in the management and disposition of corporate  assets  committed to his charge.  (2)  The  acquisition by himself, transfer to others, loss or waste of corporate assets due to any neglect of, or failure to perform, or  other violation of his duties.  (b)  To  set  aside  an  illegal conveyance, assignment or transfer of corporate assets, where the transferee knew of its illegality.  (c) To enjoin a proposed illegal conveyance, assignment or transfer of corporate assets, where there is sufficient evidence  that  it  will  be made.   2.  Subject  to  section  six  hundred  thirty-one of this chapter, an action may be brought for the relief provided in  this  section  and  in subdivision one of section seven thousand sixteen by a corporation, or a receiver,  trustee in bankruptcy, officer, director or judgment creditor thereof, or, under section six thousand twenty-five, by a stockholder or the owner of a beneficial interest in shares thereof.   3. This section shall not affect any liability  otherwise  imposed  by law upon any director or officer.
NY Banking L § 7018 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7018 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.

§ 7018.  Nonexclusivity of statutory provisions for indemnification of   directors and officers.  The indemnification and advancement of expenses   granted pursuant to, or provided by, this article shall  not  be  deemed   exclusive  of  any  other  rights to which a director or officer seeking   indemnification or advancement of  expenses  may  be  entitled,  whether   contained  in  the  organization  certificate  or  the  by-laws or, when   authorized by such  certificate  of  incorporation  or  by-laws,  (i)  a   resolution  of shareholders, (ii) a resolution of directors, or (iii) an   agreement  providing  for  such  indemnification,   provided   that   no   indemnification  may  be made to or on behalf of any director or officer   if a judgment or other final adjudication adverse  to  the  director  or   officer  establishes  that  his acts were committed in bad faith or were   the result of active and deliberate dishonesty and were material to  the   cause  of  action so adjudicated, or that he personally gained in fact a   financial profit  or  other  advantage  to  which  he  was  not  legally   entitled.   Nothing contained in this article shall affect any rights to   indemnification to which corporate personnel other  than  directors  and   officers may be entitled by contract or otherwise under law.
NY Banking L § 7020 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7020 - Payment of Indemnification Other Than by Court Award.

§ 7020.  Payment  of  indemnification  other than by court award. 1. A person who has been successful, on  the  merits  or  otherwise,  in  the defense  of  a  civil  or criminal action or proceeding of the character described in section  seven  thousand  nineteen  shall  be  entitled  to indemnification as authorized in such section.   2.  Except  as  provided in subdivision one, any indemnification under section seven thousand nineteen or otherwise permitted by section  seven thousand  eighteen,  unless  ordered  by  a  court  under  section seven thousand  twenty-one,  shall  be  made  by  the  corporation,  only   if authorized in the specific case:  (a)  By  the  board acting by a quorum consisting of directors who are not parties to such  action  or  proceeding  upon  a  finding  that  the director or officer has met the standard of conduct set forth in section seven  thousand  nineteen  or  established  pursuant  to  section  seven thousand eighteen, as the case may be, or,  (b) If a quorum under paragraph (a) is  not  obtainable  or,  even  if obtainable, a quorum of disinterested directors so directs:  (i)  By  the  board  upon  the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because  the applicable  standard  of conduct set forth in such sections has been met by such director or officer, or  (ii) By the stockholders upon a finding that the director  or  officer has met the applicable standard of conduct set forth in such sections.   3.  Expenses  incurred  in  defending  a  civil  or criminal action or proceeding may be paid by  the  corporation  in  advance  of  the  final disposition  of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount as, and to the extent, required by subdivision one  of  section  seven  thousand twenty-two.
NY Banking L § 7021 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7021 - Indemnification of Directors and Officers by a Court.

§ 7021.  Indemnification  of  directors  and  officers  by a court. 1. Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board of directors or of  the stockholders  in  the specific case under section seven thousand twenty, indemnification shall be awarded by a court  to  the  extent  authorized under  section  seven  thousand  nineteen and subdivision one of section seven thousand twenty.  Application therefor may be made, in every case, either:  (a) In the civil action or  proceeding  in  which  the  expenses  were incurred or other amounts were paid, or  (b)  To  the supreme court in a separate proceeding, in which case the application shall set forth the disposition of any previous  application made  to  any  court  for the same or similar relief and also reasonable cause for the failure to make application for such relief in the  action or  proceeding in which the expenses were incurred or other amounts were paid.   2. The application shall be made in such manner and  form  as  may  be required by the applicable rules of court or, in the absence thereof, by direction of a court to which it is made. Such application shall be upon notice  to  the  corporation.  The  court may also direct that notice be given at the expense of the corporation to  the  stockholders  and  such other persons as it may designate in such manner as it may require.   3.  Where  indemnification is sought by judicial action, the court may allow a person such  reasonable  expenses,  including  attorneys'  fees, during  the  pendency  of  the litigation as are necessary in connection with his defense therein, if the court shall find that the defendant has by his pleadings or during the course of the litigation  raised  genuine issues of fact or law.