reglab/statecodes huggingface dataset:
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 › 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.
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 › 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.
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 › 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.
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 › 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.
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 › 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.
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 › 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.
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 › 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.
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 › 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.
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 › 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.
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 › 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.
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 › 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.
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 › 7023 - Insurance for Idemnification of Directors and Officers.

§ 7023.  Insurance  for  idemnification of directors and officers. (a)
Subject to subdivision (b), a corporation shall have power  to  purchase
and maintain insurance:
(1) To indemnify the corporation for any obligation which it incurs as
a  result  of  the  indemnification  of directors and officers under the
provisions of this article, and
(2) To indemnify directors and officers in instances in which they may
be indemnified by the corporation under the provisions of this  article,
and
(3)  To idemnify directors and officers in instances in which they may
not otherwise be indemnified by the corporation under the provisions  of
this  article provided the contract of insurance covering such directors
and officers provides, in a manner acceptable to the  superintendent  of
financial services, for a retention amount and for co-insurance.
(b)  No  insurance  under subdivision (a) may provide for any payment,
other than cost of defense, to or on behalf of any director or officer:
(1) if a judgement or other final adjudication adverse to the  insured
director  or  officer establishes that his acts of active and deliberate
dishonesty 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, or
(2) in relation to any risk the insurance of which is prohibited under
the insurance law of this state.
(c) Insurance under any or all paragraphs of subdivision  (a)  may  be
included in a single contract or supplement thereto. Retrospective rated
contracts are prohibited.
(d) The corporation shall, within the time and to the persons provided
in  subdivision  three  of  section  seven  thousand  twenty-two, mail a
statement in respect of any insurance it has purchased or renewed  under
this  section,  specifying  the insurance carrier, date of the contract,
cost of the insurance, corporate  positions  insured,  and  a  statement
explaining   all  sums,  not  previously  reported  in  a  statement  to
shareholders, paid under any indemnification insurance contract.
(e) This section is the public policy of this state to spread the risk
of corporate management, notwithstanding any other  general  or  special
law  of  this  state  or of any other jurisdiction including the federal
government.
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 8 - Amendments and Changes › 8002 - Reduction of Capital Stock by Amendment.

§ 8002.  Reduction  of  capital  stock by amendment. A corporation may
  reduce its capital stock by an amendment of its organization certificate
  under section eight thousand one which:
1. Reduces the par value of any issued shares.
2. Changes issued shares under subdivision two (i)  of  section  eight
  thousand one and results in a reduction of capital stock.
3. Eliminates from authorized shares, shares that have been issued and
  reacquired by the corporation.
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 8 - Amendments and Changes › 8003 - Authorization of Amendment or Change.

§ 8003.  Authorization  of  amendment  or  change. 1. Amendment of the
  organization certificate may be authorized by vote of the holders  of  a
  majority of all outstanding shares entitled to vote thereon at a meeting
  of stockholders.
2.  This  section  shall  not  alter  the vote required by section six
  thousand sixteen or seven thousand nine for the adoption of an amendment
  referred to therein, nor alter the authority of the board  to  authorize
  amendments  under  section five thousand two, subdivision six of section
  five thousand fourteen, or section five thousand sixteen.
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 8 - Amendments and Changes › 8004 - Class Voting on Amendment.

§ 8004. Class voting on amendment. 1. Notwithstanding any provision in
the  organization  certificate,  the  holders  of  shares  of a class or
series, shall be entitled to vote and  to  vote  as  a  class  upon  the
authorization  of  an amendment and, in addition to the authorization of
the amendment by vote of the holders of a majority  of  all  outstanding
shares  entitled  to  vote thereon, the amendment shall be authorized by
vote of the holders of a majority of all outstanding shares of the class
or series when a proposed amendment would:
(a) Exclude or limit their right to vote on any matter, except as such
right may be limited by voting rights given to  new  shares  then  being
authorized of any existing or new class or series;
(b)  Change  their  shares  under  subdivision  two (h), (i) or (j) of
section eight thousand one or provide that their shares may be converted
into shares of any other class or into shares of any other series of the
same class, or alter the terms or conditions upon which their shares are
convertible or change the  shares  issuable  upon  conversion  of  their
shares, if such action would adversely affect such holders; or
(c) Subordinate their rights, by authorizing shares having preferences
which would be in any respect superior to their rights.
2.  If  any  proposed  amendment  referred to in subdivision one would
adversely affect or subordinate the rights of the holders of  shares  of
only  one  or  more  series of any class, but not the entire class, then
only the holders of each series whose rights would be adversely affected
or subordinated shall be considered a separate class for the purposes of
this section.
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 8 - Amendments and Changes › 8005 - Certificate of Amendment or of Change; Contents.

§ 8005.  Certificate  of  amendment  or  of  change;  contents.  1. To
accomplish any amendment or change, a certificate of amendment, entitled
"Certificate of amendment of the organization certificate of ...........
(name of corporation) under section 8005 of the Banking  Law"  shall  be
signed, verified and filed as provided in section one thousand three. It
shall set forth:
(a)  The name of the corporation and, if it has been changed, the name
under which it was formed.
(b)  The  date  its  organization  certificate  was   filed   by   the
superintendent.
(c) Each amendment effected thereby.
(d)  If  any  such  amendment  provides for a change or elimination of
issued shares, and if the manner in which the same shall be effected  is
not set forth in such amendment, then a statement of the manner in which
the same shall be effected.
(e)  If  any  amendment reduces capital stock, then a statement of the
manner in which the same is effected and the amounts from which  and  to
which capital stock is reduced.
(f)  The manner in which the amendment of the organization certificate
was authorized.
2. Any number  of  amendments  or  changes  may  be  included  in  one
certificate  under  this  section. Such certificate may also include any
amendments or changes permitted by other sections and in that  case  the
certificate  shall  set  forth  any additional statement required by any
other section specifying the contents of a certificate  to  effect  such
amendment or change.
3.  In  the case of a change of shares, the shares resulting from such
change shall, upon the filing of the certificate of amendment under this
section, be deemed substituted for the  shares  changed,  in  accordance
with the stated terms of the change.
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 8 - Amendments and Changes › 8006 - Provisions as to Certain Proceedings.

§ 8006.  Provisions  as  to certain proceedings. 1. The superintendent
shall not file a certificate of amendment reviving the  existence  of  a
corporation  unless  the  consent  of  the  state  tax commission to the
revival  is  delivered  to  the  superintendent.  If  the  name  of  the
corporation  being revived is not available under section three thousand
one for use by a corporation then being formed under this  chapter,  the
certificate of amendment shall change the name to one which is available
for such use.
2.  The  following  provisions  shall  apply to amendments and changes
under this title:
(a) Any changes that may be made in the relative  rights,  preferences
and limitations of the authorized shares of any class by any certificate
of amendment which does not eliminate such shares from authorized shares
or  change  them into shares of another class, shall not for the purpose
of any statute or rule of law effect an issue of a new class of shares.
(b) No amendment or change shall affect any existing cause  of  action
in  favor of or against the corporation, or any pending suit to which it
shall be  a  party,  or  the  existing  rights  of  persons  other  than
stockholders;  and  in the event the corporate name shall be changed, no
suit brought by or against the corporation under its former  name  shall
abate for that reason.
(c) A holder of any adversely affected shares who does not vote for or
consent in writing to the taking of such action shall, subject to and by
complying  with  the provisions of section six thousand twenty-two, have
the right to dissent and to receive payment  for  such  shares,  if  the
certificate  of amendment (1) alters or abolishes any preferential right
of any outstanding shares having preferences; or (2) creates, alters  or
abolishes  any  provision  or  right in respect of the redemption of any
outstanding shares; or (3) alters or abolishes any preemptive  right  of
such  holder  to  acquire shares or other securities; or (4) excludes or
limits the right of such holder to vote on any matter,  except  as  such
right may be limited by the voting rights given to new shares then being
authorized of any existing or new class.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9001 - Definitions.

§ 9001.  Definitions.  In  this  article, unless the context otherwise
  requires:
1. "Corporation" means and includes all mutual savings  banks,  mutual
  savings  and  loan  associations,  mutual  holding  companies and credit
  unions.
2.  "Director"  means  any  member  of  the  governing  board   of   a
  corporation,  whether designated as director, trustee, manager, governor
  or by any other title; the term "board" means "board of directors. "
3. "Organization certificate" includes (a) the  original  organization
  certificate or any other instrument filed or issued under any statute to
  form  a  corporation or foreign corporation, as amended, supplemented or
  restated by certificates of amendment, merger or consolidation or  other
  certificates  or instruments filed or issued under any statute; or (b) a
  special act or charter creating a corporation or foreign corporation, as
  amended, supplemented or restated by special acts or by certificates  of
  amendment,  merger or consolidation or other certificates or instruments
  filed or issued under any statute.
4. "Foreign  corporation"  means  a  non-stock  corporation  which  is
  licensed  by  the  superintendent under the provisions of article two of
  this chapter to do business in  this  state  or  is  applying  for  such
  license  and  a  non-stock corporation authorized to conduct business in
  this state pursuant to article five-C of this chapter or is applying for
  such authorization.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9002 - Application.

§ 9002.  Application.  1. To the extent not inconsistent with articles
  six, ten, ten-B and eleven, this article applies  to  every  corporation
  and, to the extent herein provided, to every foreign corporation.
2.  The business corporation law shall not apply to any corporation or
  foreign corporation as defined in section  nine  thousand  one  of  this
  article.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9004 - Certificates; Corrections.

§ 9004. Certificates; corrections. Any certificate or other instrument
  relating to a corporation filed by the superintendent under this chapter
  may  be  corrected  with respect to any informality or error apparent on
  the face or defect in the execution thereof, including the  deletion  of
  any material not permitted to be stated therein. A certificate, entitled
  " Certificate of correction of ........... (correct title of certificate
  and  name of corporation) " shall be signed, verified or acknowledged as
  provided in this chapter with respect to the instrument being  corrected
  and  delivered to the superintendent. It shall set forth the name of the
  corporation or foreign  corporation,  the  date  the  instrument  to  be
  corrected  was  filed  by  the  superintendent,  the  provision  in  the
  instrument  as  corrected  or  eliminated  and  if  the  execution   was
  defective,  the  proper  execution. The filing of the certificate by the
  superintendent shall not alter the  effective  time  of  the  instrument
  being  corrected, which shall remain as its original effective date, and
  shall not affect any right or liability accrued or incurred before  such
  filing.  The  name  of the corporation or foreign corporation may not be
  changed or corrected under this section.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9005 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.

§ 9005.  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.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9007 - Payment of Indemnification Other Than by Court Award.

§ 9007.  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  nine  thousand  six   shall   be   entitled   to
indemnification as authorized in such section.
2.  Except  as  provided in subdivision one, any indemnification under
section nine  thousand  six  or  otherwise  permitted  by  section  nine
thousand  five,  unless  ordered  by a court under section nine thousand
eight, 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
nine thousand six or established pursuant to section nine thousand five,
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:
(1) 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
(2)  By  the  shareholders 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 nine thousand
nine.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9008 - Indemnification of Directors and Officers by a Court.

§ 9008.  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 or of the  shareholders
in  the specific case under section nine thousand seven, indemnification
shall be awarded by a court to the extent authorized under section  nine
thousand  six  and  subdivision  one  of  section  nine  thousand seven.
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  shareholders  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.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9010-A - Insurance for Indemnification of Directors and Officers.

§ 9010-a.  Insurance for indemnification of directors and officers. 1.
Subject to  the  provisions  of  subdivision  two  of  this  section,  a
corporation shall have power to purchase and maintain insurance:
(a) To indemnify the corporation for any obligation which it incurs as
a  result  of  the  indemnification  of directors and officers under the
provisions of this article, and
(b) To indemnify directors and officers in instances in which they may
be indemnified by the corporation under the provisions of this  article,
and
(c) To indemnify directors and officers in instances in which they may
not  otherwise be indemnified by the corporation under the provisions of
this article provided the contract of insurance covering such  directors
and  officers  provides, in a manner acceptable to the superintendent of
financial services, for a retention amount and for co-insurance.
2. No insurance under subdivision one of this section may provide  for
any payment, other than cost of defense, to or on behalf of any director
or officer:
(a)  If  a judgment or other final adjudication adverse to the insured
director or officer establishes that his acts of active  and  deliberate
dishonesty  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, or
(b) In relation to any risk the insurance of which is prohibited under
the insurance law of this state.
3.  Insurance  under  any or all paragraphs of subdivision one of this
section may be included in a  single  contract  or  supplement  thereto.
Retrospective rated contracts are prohibited.
4.  The corporation shall, within the time and to the persons provided
in subdivision three of section nine thousand nine of this article, mail
a statement in respect of any insurance  it  has  purchased  or  renewed
under  this  section,  specifying  the  insurance  carrier,  date of the
contract, cost of the insurance,  corporate  positions  insured,  and  a
statement explaining all sums, not previously reported in a statement to
shareholders, paid under any indemnification insurance contract.
5.  This section is the public policy of this state to spread the risk
of corporate management, notwithstanding any other  general  or  special
law  of  this  state  or of any other jurisdiction including the federal
government.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9011 - Certificates as Evidence.

§ 9011.   Certificates  as  evidence.  1.  Any  certificate  or  other
  instrument filed by the superintendent  relating  to  a  corporation  or
  foreign  corporation  and  containing  statements  of  fact, required or
  permitted by law to be contained  therein,  shall  be  received  in  all
  courts,  public  offices  and official bodies as prima facie evidence of
  such facts and of the execution of such instrument.
2. Whenever by the laws of any jurisdiction other than this state, any
  certificate by any officer  in  such  jurisdiction  or  a  copy  of  any
  instruments certified or exemplified by such officer, may be received as
  prima  facie evidence of the incorporation, existence or capacity of any
  foreign corporation incorporated in such jurisdiction, or claiming so to
  be, such certificate when exemplified shall be received in  all  courts,
  public  offices  and  official  bodies  of  this  state,  as prima facie
  evidence with the same force as in such jurisdiction.  Such  certificate
  or certified copy of such instrument shall be so received, without being
  exemplified,  if  it  is certified by the secretary of state, or officer
  performing the equivalent functions, as to  corporate  records  of  such
  jurisdiction.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9012 - Corporate Seal as Evidence.

§ 9012. Corporate seal as evidence. The presence of the corporate seal
  on  a  written  instrument  purporting  to be executed by authority of a
  corporation or a foreign corporation shall be prima facie evidence  that
  the instrument was so executed.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9013 - When Notice or Lapse of Time Unnecessary; Notices Dispensed With When Delivery Is Prohibited.

§ 9013.  When  notice  or lapse of time unnecessary; notices dispensed
  with when delivery is prohibited. 1. Whenever, under articles six,  ten,
  ten-B  and  eleven,  the  organization  certificate  and  by-laws of any
  corporation  or  by  the  terms  of  any  agreement  or  instrument,   a
  corporation  or the board or any committee thereof is authorized to take
  any action after notice to any person or persons or after the lapse of a
  prescribed period of time, such action may be taken without  notice  and
  without the lapse of such period of time, if at any time before or after
  such  action  is completed the person or persons entitled to such notice
  or entitled to participate in the action to be taken or, in the case  of
  a shareholder, by his attorney-in-fact, submit a signed waiver of notice
  of such requirements.
2. Whenever any notice or communication is required to be given to any
  person   or  persons  by  articles  six,  ten,  ten-B  and  eleven,  the
  organization certificate and by-laws, or by the terms of  any  agreement
  or  instrument,  or  as  a  condition  precedent to taking any corporate
  action and communication with such person or persons  is  then  unlawful
  under  any  statute  of  this  state  or  of  the  United  States or any
  regulation, proclamation or order issued under such statutes,  then  the
  giving  of  such notice or communication to such person or persons shall
  not be required and there shall be no duty to apply  for  a  license  or
  other   permission  to  do  so.  Any  affidavit,  certificate  or  other
  instrument which is required to be made or filed as proof of  giving  of
  any  notice or communication required under articles six, ten and eleven
  shall, if such notice or communication to any person is  dispensed  with
  under  this  subdivision,  include  a  statement  that  such  notice  or
  communication was not given to any person  with  whom  communication  is
  unlawful.  Such  affidavit,  certificate or other instrument shall be as
  effective for all purposes as though such notice  or  communication  had
  been personally given to such person.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9014 - Corporate Name; General.

§ 9014.  Corporate name; general. Except as otherwise provided in this
  chapter, the name of a corporation or a foreign corporation shall not be
  the same as the name of a corporation of any type or kind, as such  name
  appears  on  the  index of names of existing corporations of any type or
  kind in the department of financial services or a  name  so  similar  to
  such name as to tend to confuse or deceive.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9015 - Corporate Name; Exceptions.

§ 9015.  Corporate name; exceptions. 1. Any reference to a corporation
in  this  section  shall   include   both   corporations   and   foreign
corporations.
2. The provisions of section nine thousand fourteen:
(a)  Shall  not  require  any corporation existing or recognized under
this chapter on the effective date of this article, to add to, modify or
otherwise change its corporate name.
(b) Shall not prevent a corporation with which another corporation  is
merged  or which is formed by the reorganization or consolidation of one
or more other corporations or upon a  sale,  lease,  exchange  or  other
disposition  of  all  or  substantially  all  of  the  assets of another
corporation, including its name, from having the same  name  as  any  of
such  corporations if at the time such other corporation was licensed or
existing under this chapter.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9016 - Change of Name.

§ 9016.  Change of name. By resolution adopted by a vote of two-thirds
  of all its directors, at a meeting held for the purpose,  a  corporation
  may  change  its  corporate name, but such change shall not be effective
  unless it shall  have  been  approved  by  the  superintendent.  If  the
  superintendent  shall  approve,  he  shall issue, under his hand and the
  official  seal  of  the  department,  in   triplicate,   a   certificate
  authorizing  such  change  of  name to become effective, and stating the
  time at which such change shall  become  effective,  which  certificates
  shall  be  transmitted  and  filed  in  the same manner as authorization
  certificates.