2023 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 › 7005 - Vacancies and Newly Created Directorships.

§ 7005.  Vacancies  and newly created directorships. 1. In the case of
banks and trust companies,  stock-form  savings  banks,  and  stock-form
savings and loan associations:
(a)  The  persons  named  in the organization certificate as the first
board may elect such additional number of directors as is  provided  for
by the organization certificate.
(b)  All  vacancies in the office of director, including newly created
directorships resulting from an increase in  the  number  of  directors,
shall  be  filled  by election by the stockholders except as hereinafter
provided in this paragraph. Vacancies not  exceeding  one-third  of  the
entire  board may be filled by the affirmative vote of a majority of the
directors then in office, and the directors so elected shall hold office
for  the  balance  of  the  unexpired  term;  provided,   however,   the
superintendent  shall  have  the  power  to  determine by regulation the
conditions under which vacancies in the office of director may  be  left
unfilled until the next annual election.  Such regulations shall specify
the  maximum  number  of  vacancies  which may be left unfilled with the
superintendent's permission, and shall require  the  superintendent,  in
granting  such permission, to take into account (i) whether such banking
organization is subject to adequate  supervisory  oversight  by  a  bank
holding company (as defined in section one hundred thirty or one hundred
forty-one  of  this  chapter),  parent bank, or similar entity, (ii) the
financial condition of such banking organization, (iii) whether it holds
insured deposits, and  (iv)  the  provisions  of  section  ten  of  this
chapter.
(c)  Each  vacancy, including newly created but unfilled directorships
resulting from an increase in the number of directors, in the office  of
director and each reduction in the number of directors shall be reported
to  the superintendent within ten days after such vacancy occurs or such
reduction is effected. Each election by  the  board  to  fill  any  such
vacancy  shall  be likewise reported together with the name, address and
occupation of the person so elected.
2. In the case of corporations other than banks and  trust  companies,
stock-form savings banks, and stock-form savings and loan associations:
(a)  Newly  created  directorships  resulting  from an increase in the
number of directors and vacancies occurring in the board for any  reason
except the removal of directors without cause may be filled by vote of a
majority  of  the  directors then in office, although less than a quorum
exists, unless the organization certificate or the by-laws provide  that
such newly created directorships or vacancies shall be filled by vote of
the stockholders.
(b)  Unless the organization certificate or the specific provisions of
a by-law adopted by the stockholders provide that the board  shall  fill
vacancies  occurring  in the board by reason of the removal of directors
without cause, such  vacancies  may  be  filled  only  by  vote  of  the
stockholders.
(c)  A  director  elected  to  fill a vacancy shall be elected to hold
office for the unexpired term of his predecessor.
(d) Vacancies in its board occasioned by resignations, deaths or other
causes, including newly created  but  unfilled  directorships  resulting
from  an  increase in the number of directors, shall be reported by each
corporation to the superintendent within ten days after the  event;  and
the corporation shall likewise report each election by the board to fill
such vacancy with the name, address and occupation of the person elected
and the name of the person whose place he has been elected to fill.