NY Banking L § 251 (2021)
2021 New York Laws BNK - Banking Article 6 - Savings Banks 251 - Meetings; Quorum; By-Laws; Officers.

§ 251. Meetings; quorum; by-laws; officers. 1. Regular meetings of the board  of trustees shall be held at least once a month, unless otherwise provided by the by-laws. The board of trustees shall hold not less  than ten regular monthly meetings per year provided, however, that during any three consecutive calendar months, the board shall meet at least twice.   2.  A  savings  bank may provide in its by-laws the number of trustees necessary to constitute a quorum at meetings of its board.  Such  number shall not be less than four nor less than one-third of all the trustees. In  the  absence  of such a provision, a majority of the total number of trustees which a savings bank would have  if  there  were  no  vacancies shall  constitute  a  quorum  for  the transaction of business or of any specified item of business. Any reference in this chapter  to  corporate action  to  be taken by the board shall mean such action at a meeting of the board. Except as otherwise provided in this chapter, the vote  of  a majority of the trustees present at the time of the vote, if a quorum is present at such time, shall be the act of the board.   3.  (a)  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 trustees.  (b) 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.  (c) Notice of a meeting need not be given to any trustee 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.  (d)  A  majority  of  the trustees present, whether or not a quorum is present, may adjourn any meeting to  another  time  and  place.  If  the by-laws  so  provide,  a  notice  of any adjournment of a meeting of the board to another time or place shall be given to the trustees  who  were not  present  at  the  time of the adjournment and, unless such time and place are announced at the meeting, to the other trustees.   4.  The  board  may  from  time  to  time  make  by-laws,  rules   and regulations, not inconsistent with law, for the election and appointment of  officers and committees, and for their respective powers and duties; for the increase or  reduction  of  the  number  of  trustees;  for  the repayment  of deposits, and generally for the transaction and management of the affairs of the savings bank. A copy of such by-laws, and  of  any amendment  thereto  or  change  therein  shall  be  transmitted  to  the superintendent.   5. The board shall elect or appoint such officers  as  they  may  deem proper.  Such  officers  need  not  be trustees. 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. Any two or more offices may be held by the same person except the offices  of  president and secretary. The trustees may require any officer to give security for the  faithful  performance  of  his  duties  and all officers as between themselves and the savings bank 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.   6. 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. This subdivision does  not affect the powers of the superintendent under section  forty-one  of this chapter.