2023 New York Laws › BNK - Banking › Article 10 - Savings and Loan Associations › 376 - Proposed By-Laws.

§ 376.  Proposed  by-laws.  1.  The  incorporators shall subscribe and
acknowledge  and  submit  to  the  superintendent  proposed  by-laws  in
duplicate,  which  shall make provision for the following: (a) The dates
of regular meetings of shareholders; the notice, if any,  to  be  given;
the  qualifications  of  voters  and the manner of voting; the manner of
calling  special  meetings;  and  the  number  of  members  which  shall
constitute a quorum.
(b)  The  number  of  directors,  and their qualifications, other than
those specified in this article; their terms of office, which shall  not
be  less  than  one  year nor more than three years, and if the terms of
office be more than one year, the method of division  into  classes  for
the  purpose  of  electing,  as  nearly  as  may  be, an equal number of
directors each year; and the removal or suspension of  directors.    The
by-laws  may provide that the number of directors shall be not less than
seven nor more than fifteen, in  which  event  the  by-laws  shall  also
provide  the  manner  in  which  the  number of directors shall be fixed
within the minimum and maximum limits.
(c) The meetings of the board of directors, of which there shall be no
less than ten regular monthly meetings per year, provided, however, that
during any three consecutive calendar  months  the  board  of  directors
shall  meet  at  least  twice; its powers and duties; the appointment or
election of  auditors  and  their  compensation;  the  establishment  of
policies governing the appointment of appraisers and their compensation.
(d) The officers; the manner of their election; their terms of office,
duties  and  compensation;  and  the  bonds  which  shall be required of
officers.
(e) The classes of shares which may be issued; whether they  shall  be
issued  in  series  or otherwise; the times when they may be issued; and
their matured value.
(f) The manner in which evidence of share ownership shall be issued to
members.
(g) The dues that shall be paid upon shares  and  the  time  of  their
payment;  the  time  and  manner  of  apportioning, crediting and paying
dividends.
(h) The conditions upon which  shares  may  be  transferred,  matured,
withdrawn, retired or suspended and forfeited.
(i)  If a member thereof, the voting of shares in the Savings and Loan
Bank of the State of New York and the nomination of a director  of  such
bank.
(j)  The  manner and conditions under which the by-laws may be altered
or amended.
2. Such by-laws may make provision for the following:
(a) The fees that may be charged, which shall be only an entrance  fee
at  a rate not exceeding twenty-five cents a share with a maximum amount
of five dollars, or in lieu thereof a membership fee not  exceeding  one
dollar;  a  transfer  fee not exceeding twenty-five cents a share, or in
lieu thereof a total fee not exceeding one dollar on each transfer.
(b) Loans and investments; the security to be taken for loans, and the
conditions under which loans may be repaid.
(c) The fines and penalties which may be imposed for failure  promptly
to make payments when due.
(d)  Prohibiting  or  further  limiting proxies for members, and their
duration,  pursuant  to  subdivision  two  of  section   three   hundred
seventy-eight.
(e) The receipt of time and demand deposits.