reglab/statecodes huggingface dataset:
2023 New York Laws › BNK - Banking › Article 14-A - Student Loan Servicers › 714 - Changes in Officers and Directors.

§  714.  Changes  in officers and directors. Upon any change of any of
  the executive officers, directors, partners or members  of  any  student
  loan servicer required to be licensed under section seven hundred eleven
  of  this  article,  the  student  loan  servicer  shall  submit  to  the
  superintendent the name, address, and occupation of  each  new  officer,
  director,  partner  or member, and provide such other information as the
  superintendent may require.
2023 New York Laws › BNK - Banking › Article 14-A - Student Loan Servicers › 717 - Books and Records; Reports and Electronic Filing.

§  717.  Books  and  records;  reports  and electronic filing. 1. Each
student loan servicer shall keep and use in  its  business  such  books,
accounts  and  records  as  will  enable the superintendent to determine
whether such servicer or  exempt  organization  is  complying  with  the
provisions  of  this article and with the rules and regulations lawfully
made by the superintendent. Every servicer shall  preserve  such  books,
accounts, and records, for at least three years.
2.  (a) Each student loan servicer, other than an exempt organization,
shall  annually,  on  or  before  a  date  to  be  determined   by   the
superintendent,  file  a  report  with  the  superintendent  giving such
information as the superintendent may require  concerning  the  business
and operations during the preceding calendar year of such servicer under
authority  of this article. Such report shall be subscribed and affirmed
as true by the servicer under the penalties of perjury and shall  be  in
the form prescribed by the superintendent.
(b) In addition to annual reports, the superintendent may require such
additional regular or special reports as he or she may deem necessary to
the  proper  supervision  of  student loan servicers under this article.
Such additional reports shall be subscribed and affirmed as true by  the
servicer  under  the  penalties  of  perjury  and  shall  be in the form
prescribed by the superintendent.
3. Notwithstanding article three of the state technology  law  or  any
other  law  to  the  contrary,  the  superintendent may require that any
submission or approval as may be required by the superintendent be  made
or  executed  by  electronic  means  if  he or she deems it necessary to
ensure the efficient administration of this article.
2023 New York Laws › BNK - Banking › Article 14-A - Student Loan Servicers › 718 - Rules and Regulations.

§  718.  Rules  and  Regulations. 1. In addition to such powers as may
otherwise be prescribed by law, the superintendent is hereby  authorized
and  empowered  to  promulgate  such rules and regulations as may in the
judgement of the superintendent be consistent with the purposes of  this
article,  or  appropriate  for  the  effective  administration  of  this
article, including, but not limited to:
(a) Such rules and regulations in connection with  the  activities  of
student  loan  servicers  as  may  be  necessary and appropriate for the
protection of borrowers in this state.
(b) Such rules and regulations as may be necessary and appropriate  to
define unfair, deceptive or abusive acts or practices in connection with
the activities of student loan servicers.
(c)  Such  rules  and regulations as may define the terms used in this
article and as  may  be  necessary  and  appropriate  to  interpret  and
implement the provisions of this article.
(d) Such rules and regulations as may be necessary for the enforcement
of this article.
2.  The superintendent is hereby authorized and empowered to make such
specific rulings, demands and findings as the  superintendent  may  deem
necessary for the proper conduct of the student loan servicing industry.
2023 New York Laws › BNK - Banking › Article 14-A - Student Loan Servicers › 719 - Prohibited Practices.

§ 719. Prohibited practices. No student loan servicer shall:
1.  Employ  any  scheme,  device  or  artifice to defraud or mislead a
  borrower;
2. Engage in any unfair, deceptive or predatory act or practice toward
  any  person  or  misrepresent  or  omit  any  material  information   in
  connection  with  the  servicing  of  a student loan, including, but not
  limited to, misrepresenting the amount, nature or terms of  any  fee  or
  payment  due  or  claimed  to  be  due  on a student loan, the terms and
  conditions of the loan agreement or the borrower's obligations under the
  loan;
3. Misapply payments to the outstanding balance of any student loan or
  to any related interest or fees;
4. Provide inaccurate information to a consumer reporting agency;
5. Refuse to communicate with  an  authorized  representative  of  the
  borrower  who  provides  a written authorization signed by the borrower,
  provided that the servicer may adopt procedures  reasonably  related  to
  verifying that the representative is in fact authorized to act on behalf
  of the borrower;
6. Make any false statement or make any omission of a material fact in
  connection  with  any  information  or reports filed with a governmental
  agency  or  in  connection  with  any  investigation  conducted  by  the
  superintendent or another governmental agency;
7. Fail to respond within fifteen calendar days to communications from
  the   department,  or  within  such  shorter,  reasonable  time  as  the
  department may request in his or her communication; or
8. Fail to provide a  response  within  fifteen  calendar  days  to  a
  consumer  complaint  submitted  to  the  servicer  by the department. If
  necessary, a student loan servicer may request additional time up  to  a
  maximum  of  forty-five  calendar  days,  provided  that such request is
  accompanied by an explanation why such additional time is reasonable and
  necessary.
2023 New York Laws › BNK - Banking › Article 14-A - Student Loan Servicers › 720 - Servicing Student Loans Without a License.

§  720. Servicing student loans without a license. 1. Whenever, in the
  opinion of the superintendent, a person is engaged in  the  business  of
  servicing  student loans, either actually or through subterfuge, without
  a license from the superintendent, the  superintendent  may  order  that
  person  to desist and refrain from engaging in the business of servicing
  student loans in the state. If, within thirty days  after  an  order  is
  served,  a  request for a hearing is filed in writing and the hearing is
  not held within sixty days of the filing, the order shall be rescinded.
2. This section does not apply to exempt organizations.
2023 New York Laws › BNK - Banking › Article 14-A - Student Loan Servicers › 723 - Penalties for Violation of This Article.

§ 723. Penalties for violation of this article. 1. In addition to such
  penalties  as  may  otherwise  be  applicable  by law, including but not
  limited to the penalties available  under  section  forty-four  of  this
  chapter,  the  superintendent may, after notice and hearing, require any
  person found violating the provisions of this article or  the  rules  or
  regulations  promulgated  hereunder to pay to the people of this state a
  penalty for each violation of the article or any  regulation  or  policy
  promulgated  hereunder  a  sum  not  to  exceed  the  greater of (i) two
  thousand dollars or where such violation is willful ten thousand dollars
  for each offense; (ii) a multiple of two  times  the  aggregate  damages
  attributable  to  the  violation;  or  (iii) a multiple of two times the
  aggregate economic gain attributable to the violation.
2. Nothing in this article shall limit  any  statutory  or  common-law
  right of any person to bring any action in any court for any act, or the
  right of the state to punish any person for any violation of any law.
2023 New York Laws › BNK - Banking › Article 14-A - Student Loan Servicers › 724 - Severability of Provisions.

§  724.  Severability of provisions. If any provision of this article,
  or the application of such provision  to  any  person  or  circumstance,
  shall  be  held  invalid, illegal or unenforceable, the remainder of the
  article,  and  the  application  of  such  provision   to   persons   or
  circumstances  other  than those as to which it is held invalid, illegal
  or unenforceable, shall not be affected thereby.
2023 New York Laws › BNK - Banking › Article 14-A - Student Loan Servicers › 725 - Compliance With Other Laws.

§  725.  Compliance  with  other laws. 1. Student loan servicers shall
  engage in the business of servicing student loans in conformity with the
  provisions of the financial services law, this chapter, such  rules  and
  regulations  as  may be promulgated by the superintendent thereunder and
  all applicable federal laws and the rules  and  regulations  promulgated
  thereunder.
2.  Nothing  in this section shall be construed to limit any otherwise
  applicable state or federal law or regulations.
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 1 - Definitions; Application; Certificates; Miscellaneous › 1001 - Definitions.

§ 1001.  Definitions.  In  this  article, unless the context otherwise
  requires:
1. "Corporation" means and includes all banks, trust  companies,  safe
  deposit   companies,   investment  companies,  mutual  trust  investment
  companies,  and,  to  the  extent  not  provided  otherwise  under   any
  regulation  of  the  superintendent  of  financial  services promulgated
  pursuant to the  provisions  of  section  fourteen-e  of  this  chapter,
  stock-form savings banks and stock-form savings and loan associations.
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. "Foreign corporation" means a 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 corporation
  authorized  to conduct business in this state pursuant to article five-C
  of this chapter or is applying for such authorization.
4. "Office" means in the case of a bank or trust company its principal
  office, in the case of a safe deposit  company,  investment  company  or
  mutual  trust investment company, its principal place of business and in
  the case of a foreign corporation the place of  business  designated  in
  its  license  or  its  authorization  pursuant to article five-C of this
  chapter, as the case may be, for the oldest agency  or  branch  in  this
  state of such foreign corporation.
5.  "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.
6.  "Treasury  shares"  means shares which have been issued, have been
  subsequently acquired, and are retained uncancelled 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 1 - Definitions; Application; Certificates; Miscellaneous › 1002 - Application.

§ 1002. Application. 1. This article applies to every corporation and,
  to  the  extent herein provided, to every foreign corporation, and shall
  not apply to any other banking organization, except to such  extent,  if
  any,  as  may be specified in any article of this chapter governing such
  banking organization.
2. The general corporation law, the  stock  corporation  law  and  the
  business  corporation  law shall not apply to any corporation or foreign
  corporation as defined in section one thousand one.
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 1 - Definitions; Application; Certificates; Miscellaneous › 1004 - Certificates; Corrections.

§ 1004. Certificates; corrections. Any certificate or other instrument
  relating   to   a  corporation  or  foreign  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 matter not permitted to be  stated
  therein.   A   certificate,   entitled  "Certificate  of  correction  of
  ............ (correct title of certificate and name  of  corporation  or
  foreign  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 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 1 - Definitions; Application; Certificates; Miscellaneous › 1005 - Certificates as Evidence.

§ 1005.   Certificates  as  evidence.  1.  Any  certificate  or  other
  instrument filed by the superintendent relating to a  corporation  or  a
  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  any  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, or such copy of
  such instrument 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 official performing the
  equivalent functions as to corporate records, of such jurisdiction.
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 1 - Definitions; Application; Certificates; Miscellaneous › 1006 - Corporate Seal as Evidence.

§ 1006. 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 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 1 - Definitions; Application; Certificates; Miscellaneous › 1007 - When Notice or Lapse of Time Unnecessary; Notices Dispensed With When Delivery Is Prohibited.

§ 1007.  When  notice  or lapse of time unnecessary; notices dispensed
  with when delivery is prohibited. 1. Whenever, under this article or the
  organization certificate or 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  stockholder,  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  by  this article, the organization certificate or 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  is  then
  unlawful  under any statute of this state or of the United States or any
  regulation, proclamation or order issued under said statutes,  then  the
  giving  of  such  notice  or  communication  to such person 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  the  giving  of  any
  notice  or  communication  required  under  this  article shall, if such
  notice or communication to any  person  is  dispensed  with  under  this
  section,  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 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 1 - Definitions; Application; Certificates; Miscellaneous › 1008 - Effect of Invalidity of Part of Article; Severability.

§ 1008. Effect of invalidity of part of article; severability.  If any
  provision  of  this  article  or  application  thereof  to any person or
  circumstances is held invalid, such invalidity shall  not  affect  other
  provisions  or  applications  of  this article which can be given effect
  without the invalid provision  or  application,  and  to  this  end  the
  provisions of this article are declared severable.
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 3 - Corporate Name › 3001 - Corporate Name; General.

§ 3001.  Corporate name; general. Except as otherwise provided in this
  chapter, the name of a corporation or a foreign corporation, or the name
  of representative and other offices in this state, which are open to the
  general public and  maintained  by  any  banking  corporation,  wherever
  located,  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  and  foreign  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 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 3 - Corporate Name › 3002 - Corporate Name; Exceptions.

§ 3002.  Corporate name; exceptions. 1. Any reference to a corporation
in  this  section  shall   include   both   corporations   and   foreign
corporations.
2. The provisions of section three thousand one:
(a) Shall not require any corporation, existing or licensed 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  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 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 4 - Formation of Corporations › 4001-A - Formation of Limited Liability Investment Companies.

§ 4001-a.  Formation  of  limited  liability  investment companies. 1.
Notwithstanding the provisions of section  four  thousand  one  of  this
title  and  when authorized by the superintendent as provided in article
two of this chapter, five or more persons may form a  limited  liability
investment  company pursuant to the provisions of article twelve of this
chapter. Such person or persons  shall  subscribe  and  acknowledge  the
articles of organization in duplicate which shall specifically state:
(a)  the  name by which the limited liability investment company is to
be known;
(b) the place where its office is to be located;
(c) the amount of its capital contributions;
(d) if the company is to  have  classes  or  groups  of  members,  the
relative  rights,  powers, preferences, limitations and voting powers of
each such class or group;
(e) the names and places of  residence  of  the  persons  forming  the
company;
(f) the duration of the company;
(g)  the number of managers charged with the management of the company
as its board, provided that such number shall be in accordance with  the
requirements  set  forth  in section seven thousand two of this article;
and
(h) the names of the persons who shall manage the  company  until  the
first  annual  meeting  of  the members, provided that such persons must
possess the qualifications as to citizenship and residence specified  in
section seven thousand one of this article.
2.  No  limited  liability  investment  company shall be authorized to
exercise the powers set forth in this chapter or the  limited  liability
company law unless its capital contributions amount to not less than the
amounts prescribed by the superintendent.
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 4 - Formation of Corporations › 4001-B - Formation of Limited Liability Trust Companies.

§   4001-b.   Formation  of  limited  liability  trust  companies.  1.
Notwithstanding the provisions of section  four  thousand  one  of  this
title  and  when authorized by the superintendent as provided in article
two of this chapter, five or more persons may form a  limited  liability
trust  company  pursuant  to  the  provisions  of  article three of this
chapter. Such person or persons  shall  subscribe  and  acknowledge  the
articles of organization in duplicate, which shall specifically state:
(a)  the  name  by  which the limited liability trust company is to be
known;
(b) the place where its office is to be located;
(c) the amount of its capital contributions;
(d) if the company is to  have  classes  or  groups  of  members,  the
relative  rights, powers, preferences, limitations, and voting powers of
each such class or group;
(e) the names and places of  residence  of  the  persons  forming  the
company;
(f) the duration of the company;
(g)  the number of managers charged with the management of the company
as its board, provided that such number shall be in accordance with  the
requirements  set  forth  in section seven thousand two of this article;
and
(h) the names of the persons who shall manage the  company  until  the
first  annual  meeting  of  the members, provided that such persons must
possess the qualifications as to citizenship and residence specified  in
section seven thousand one of this article.
2.  No limited liability trust company shall be authorized to exercise
the powers set forth in this chapter or the  limited  liability  company
law unless its capital contributions amount to not less than the amounts
prescribed by the superintendent.
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 4 - Formation of Corporations › 4003 - Organization Certificate to Be Submitted to the Superintendent.

§ 4003.    Organization   certificate   to   be   submitted   to   the
  superintendent. The organization certificate of a bank,  trust  company,
  stock-form  savings  bank, stock-form savings and loan association, safe
  deposit company or investment company, executed in duplicate,  shall  be
  submitted to the superintendent at his office.
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 4 - Formation of Corporations › 4004 - When Corporate Existence Begins; Conditions Precedent to Commencing Business.

§ 4004.  When  corporate  existence  begins;  conditions  precedent to
commencing business. 1. When the superintendent shall have endorsed  his
approval  on  the organization certificate as provided in article two of
this chapter, the corporate existence of the corporation shall begin and
such corporation shall then have power to elect  officers  and  transact
such  other  business  as  relates to its organization. Such corporation
shall transact no other business until:
(a) All of its capital stock, except such shares as may be reserved in
accordance  with  any  provision  made  therefor  in  the   organization
certificate, shall have been fully paid in cash and an affidavit stating
that  it  has  been  so  paid,  subscribed  and  sworn  to by two of its
principal officers, shall have  been  delivered  to  and  filed  by  the
superintendent.
(b)  In  the case of a bank or trust company, stock-form savings bank,
or stock-form savings  and  loan  association,  there  shall  have  been
delivered to and filed by the superintendent a list of its stockholders,
verified  by  two of its principal officers, giving the name, residence,
post-office address and the number of  shares  of  stock  held  by  each
stockholder;  which  list  shall become a confidential communication and
shall not be filed in the office of the county clerk or be made  public,
unless,  in  the  judgment of the superintendent, the ends of justice or
the public advantage will be subserved by the publication thereof;
(c) The superintendent shall have duly issued to it the  authorization
certificate specified in article two 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 4 - Formation of Corporations › 4005 - Organization Meeting.

§ 4005.  Organization  meeting.  1.  After the corporate existence has
  begun, an organization meeting of the incorporators shall be held within
  this state, for the purpose of adopting by-laws and the  transaction  of
  such  other  business  relating  to  organization as may come before the
  meeting. The meeting may be held at the call of  any  incorporator,  who
  shall  give  at  least  five  days' notice thereof by mail to each other
  incorporator, which notice shall set forth the time  and  place  of  the
  meeting.  Notice  need  not be given to any incorporator who attends the
  meeting or submits a  signed  waiver  of  notice  before  or  after  the
  meeting.  A  majority  shall  constitute  a  quorum  and  the act of the
  majority of the incorporators present at a meeting at which a quorum  is
  present shall be the act of the incorporators.
2. Any action permitted to be taken at the organization meeting may be
  taken without a meeting if each incorporator signs an instrument setting
  forth the action so taken.
3.  If an incorporator dies or is for any reason unable to act, action
  may be taken as provided in such event in subdivision three  of  section
  six thousand fifteen.
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 5 - Corporate Finance › 5001 - Authorized Shares.

§ 5001.  Authorized  shares.  1. Every corporation shall have power to
  create and issue  the  number  of  shares  stated  in  its  organization
  certificate.  Such shares may be all of one class or may be divided into
  two or more classes. Each class shall consist of shares with par  value,
  having  such designation and such relative voting, dividend, liquidation
  and other rights, preferences  and  limitations,  consistent  with  this
  chapter,  as  shall  be  stated  in  the  organization  certificate. The
  organization certificate may deny, limit or otherwise define the  voting
  rights  and  may  limit  or otherwise define the dividend or liquidation
  rights or shares of  any  class,  but  no  such  denial,  limitation  or
  definition of voting rights shall be effective unless at the time one or
  more  classes  of  outstanding  shares,  singly or in the aggregate, are
  entitled to full voting rights, and no such limitation or definition  of
  dividend or liquidation rights shall be effective unless at the time one
  or  more  classes of outstanding shares, singly or in the aggregate, are
  entitled to unlimited dividend and liquidation rights.
2. If the shares are divided into two or more classes, the  shares  of
  each  class  shall  be designated to distinguish them from the shares of
  all other classes. Shares  which  are  entitled  to  preference  in  the
  distribution  of  dividends  or assets shall not be designated as common
  shares. Shares which are not entitled to preference in the  distribution
  of dividends or assets shall not be designated as preferred shares.
3.  Subject  to  the  designations,  relative  rights, preferences and
  limitations applicable  to  separate  series  and  except  as  otherwise
  permitted  by  subdivision  two  of  section  five thousand five of this
  chapter, each share shall be equal to every  other  share  of  the  same
  class.
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 5 - Corporate Finance › 5002 - Issue of Any Class of Preferred Shares in Series.

§ 5002.  Issue  of  any class of preferred shares in series. 1. If the
organization certificate so provides, a corporation may issue any  class
of  preferred shares in series. Shares of each such series, when issued,
shall be designated to distinguish them from the  shares  of  all  other
series.
2.  The  number of shares included in any or all series of any classes
of preferred shares and any or all of the designations, relative rights,
preferences and limitations of any or all such series may  be  fixed  in
the  organization  certificate,  subject  to the limitation that, if the
stated dividends and amounts payable on  liquidation  are  not  paid  in
full,  the shares of all series of the same class shall share ratably in
the payment of dividends including accumulations, if any, in  accordance
with  the  sums  which  would be payable on such shares if all dividends
were declared and paid in full, and in any distribution of assets  other
than  by  way  of  dividends  in accordance with the sums which would be
payable on such distribution if all  sums  payable  were  discharged  in
full.
3.  If  any  such  number  of shares or any such designation, relative
right, preference or limitation of the shares of any series is not fixed
in the organization certificate, it may be fixed by the  board,  to  the
extent authorized by the organization certificate.
4.  Before  the  issue  of  any  shares of a series established by the
board, a certificate of amendment shall be filed as provided in  section
eight thousand five. Such certificate 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  the  organization  certificate  was   filed   by   the
superintendent.
(c)  That  the  organization  certificate  is  thereby  amended by the
addition of  a  provision  stating  the  number,  designation,  relative
rights,  preferences,  and  limitations  of  the shares of the series as
fixed by the board, setting forth in full the text of such provision.
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 5 - Corporate Finance › 5004 - Consideration and Payment for Shares.

§ 5004. Consideration and payment for shares. 1. Consideration for the
  issue  of shares shall consist of money or (except as otherwise required
  by subdivision a of subdivision one of section four thousand four) other
  property tangible or intangible, or labor or services actually  received
  by  or  performed  for  the  corporation  or  for  its benefit or in its
  formation or reorganization, or a combination thereof. In the absence of
  fraud in the transaction, the judgment of the board or stockholders,  as
  the  case  may  be,  as  to  the value of the consideration received for
  shares shall be conclusive.
2. Neither obligations of  the  subscriber  for  future  payments  nor
  future services shall constitute payment or part payment for shares of a
  corporation.
3.  Shares may be issued for such consideration, not less than the par
  value thereof, as is fixed from time to time by the board.
4. Treasury shares may be disposed of by a corporation on  such  terms
  and conditions as are fixed from time to time by the board.
5.   Upon   distribution   of   authorized   but  unissued  shares  to
  stockholders, that part  of  the  undivided  profits  or  surplus  of  a
  corporation  which is concurrently transferred to capital stock shall be
  the consideration for the issue of such shares.
6. In the event of a conversion of capital notes, debentures or shares
  into shares, or in the event of an exchange of capital notes, debentures
  or shares for shares, the consideration for  the  shares  so  issued  in
  exchange  or conversion shall be the sum of (a) either the principal sum
  of, and  accrued  interest  on,  the  capital  notes  or  debentures  so
  exchanged  or  converted, or the par value of the shares so exchanged or
  converted, plus (b) any additional consideration paid to the corporation
  for  the  new  shares,  plus  (c)  any  undivided  profits  or   surplus
  transferred to capital stock in respect of the new shares.
7.  Certificates for shares may not be issued until the full amount of
  the consideration therefor has been paid.
8. When the consideration for  shares  has  been  paid  in  full,  the
  subscriber  shall  be  entitled  to  all  the rights and privileges of a
  holder of such shares and to a certificate representing his shares,  and
  such  shares  shall  be  fully paid and, subject to sections one hundred
  thirteen-a, one hundred thirteen-b, one hundred fourteen, three  hundred
  five, three hundred five-a, three hundred six, three hundred twenty-two,
  three  hundred  twenty-two-a  and  three  hundred  twenty-three  of this
  chapter, shall be nonassessable.
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 5 - Corporate Finance › 5006 - Compensation for Formation, Reorganization and Financing.

§ 5006.  Compensation for formation, reorganization and financing. The
  reasonable charges and expenses of  formation  or  reorganization  of  a
  corporation,  and  the  reasonable  expenses of and compensation for the
  sale or underwriting of its  shares  may  be  paid  or  allowed  by  the
  corporation  out  of the consideration received by it in payment for its
  shares without thereby impairing the fully paid and nonassessable status
  of such shares as provided in subdivision eight of section five thousand
  four.
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 5 - Corporate Finance › 5008 - Fractions of a Share or Scrip Authorized.

§ 5008.  Fractions of a share or scrip authorized. 1. a. A corporation
  may, but shall not be obliged to, issue  fractions  of  a  share  either
  represented  by  a  certificate or uncertificated, which may entitle the
  holder, in proportion to his or her  fractional  holdings,  to  exercise
  voting   rights,   receive  dividends  and  participate  in  liquidating
  distributions.
b. As an alternative, a corporation may pay in cash the fair value  of
  fractions  of a share as of the time when those entitled to receive such
  fractions are determined.
2. As an alternative, a corporation may issue scrip in  registered  or
  bearer  form over the manual or facsimile signature of an officer of the
  corporation or of its agent, exchangeable as therein provided  for  full
  shares,  but  such scrip shall not entitle the holder to any rights of a
  stockholder except as therein provided. Such scrip may be issued subject
  to the condition  that  it  shall  become  void  if  not  exchanged  for
  certificates  representing  full  shares  or  uncertificated full shares
  before a specified date, or subject to the condition that the shares for
  which such scrip is exchangeable may be sold by the corporation and  the
  proceeds thereof distributed to the holders of such scrip, or subject to
  any other conditions which the board may determine.
3.  Subject  to  subdivision  six  of  section  one  hundred three and
  subdivision three of section  five  hundred  nine  of  this  chapter,  a
  corporation  may  provide reasonable opportunity for persons entitled to
  fractions of a share or scrip to sell such fractions of a share or scrip
  or to purchase such additional fractions of a share or scrip as  may  be
  needed to acquire a full share.
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 5 - Corporate Finance › 5009 - Dividends or Other Distributions in Cash or Property.

§ 5009.  Dividends or other distributions in cash or property. Subject
  to sections one  hundred  ten,  one  hundred  twelve  and  five  hundred
  seventeen  of  this chapter, a corporation may declare and pay dividends
  or make other distributions in cash or property, including the shares or
  bonds of other corporations, on  its  outstanding  shares,  out  of  net
  profits  or  surplus,  except  when  there  is any impairment of capital
  stock, or when  the  declaration,  payment,  or  distribution  would  be
  contrary to any restrictions contained in the organization certificate.
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 5 - Corporate Finance › 5010 - Share Distributions and Changes.

§ 5010. Share distributions and changes. 1. A corporation may make pro
rata  distributions  of its authorized but unissued shares to holders of
any class or series of its outstanding shares, subject to the  following
conditions:
(a) Such shares shall be issued at not less than the par value thereof
and  there  shall  be  transferred  to capital stock at the time of such
distribution an amount of undivided profits  or  surplus  equal  to  the
aggregate par value of such shares.
(b)  A  distribution of shares of any class or series may be made only
to holders of the same class or series of shares unless the organization
certificate permits distribution, subject to the  preemptive  rights  of
holders of any outstanding shares, to holders of another class or series
or unless such distribution is authorized, when there are no outstanding
preemptive rights, by the affirmative vote or the written consent of the
holders  of  a majority of the outstanding shares of the class or series
to be distributed.
2. A corporation making a pro  rata  distribution  of  authorized  but
unissued  shares  to  the  holders of any class or series of outstanding
shares may at its option make an equivalent distribution  upon  treasury
shares  of the same class or series, and any shares so distributed shall
be treasury shares.
3. A change  of  issued  shares  of  any  class  which  increases  the
aggregate  par  value  of  those  shares  may  be made if the sum of the
undivided profits and surplus of the corporation is sufficient to permit
the transfer, and  a  transfer  is  concurrently  made,  from  undivided
profits  or  surplus  to  capital  stock,  of  an  amount  equal to such
increase.
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 5 - Corporate Finance › 5011 - Redeemable Shares.

§ 5011.  Redeemable  shares.    1.  A  corporation  may provide in its
  organization certificate for a class of common shares in relation to  an
  incentive  stock  option plan pursuant to section one hundred forty-a of
  this chapter and for one or more classes or series of  preferred  shares
  which  are  redeemable,  in  whole  or  in  part,  at  the option of the
  corporation at such price or prices, within such period or  periods  and
  under such conditions as are stated in the organization certificate.
2.  A  corporation  shall  not  issue redeemable or other shares which
  purport by their terms to grant to  any  holder  thereof  the  right  to
  compel the corporation to redeem such shares.
3.  Nothing  in this section shall prevent a corporation from creating
  sinking funds for the redemption or purchase of its preferred shares  to
  the extent permitted by section five thousand twelve.
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 5 - Corporate Finance › 5012 - Purchase or Redemption by a Corporation of Its Own Shares.

§ 5012.  Purchase or redemption by a corporation of its own shares. 1.
  A corporation may purchase its own shares, or pay stockholders  entitled
  to  receive  payment  for their shares, when permitted or required under
  any other provision of this chapter.
2. To effect retirement of its common shares reacquired under  section
  one  hundred  forty-a  of  this  chapter,  or of its preferred shares in
  accordance  with  any  provision  in  its  organization  certificate,  a
  corporation  may,  with  the  written  approval  of  the superintendent,
  purchase or redeem such shares out of undivided profits or  surplus  or,
  to the extent of the par value of such shares, out of capital stock.
3. Nothing in this title shall prevent a corporation from returning to
  stockholders  any amounts made available for such purpose by a reduction
  of capital stock in accordance with section eight thousand 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 5 - Corporate Finance › 5013 - Agreements for Purchase by a Corporation of Its Own Shares.

§ 5013. Agreements for purchase by a corporation of its own shares. 1.
  An  agreement  for the purchase by a corporation of its own shares shall
  be enforceable by the stockholder and the corporation to the extent such
  purchase is permitted at the time of purchase by section  five  thousand
  twelve.
2.  The possibility that a corporation may not be able to purchase its
  shares under section five thousand twelve shall  not  be  a  ground  for
  denying  to  either  party  specific performance of an agreement for the
  purchase by a corporation  of  its  own  shares,  if  at  the  time  for
  performance  the  corporation  can  purchase  all or part of such shares
  under section five thousand twelve.
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 5 - Corporate Finance › 5014 - Reacquired Shares.

§ 5014.  Reacquired  shares.  1. Shares that have been issued and have
  been reacquired under subdivision one of section  five  thousand  twelve
  shall,  subject  to other applicable provisions of this chapter, be sold
  or  otherwise  disposed  of  or,  with  the  written  approval  of   the
  superintendent, may be retained or may be cancelled by the board.
2.  Shares  that  have  been  issued and thereafter converted shall be
  cancelled.
3. Shares that  have  been  issued  and  have  been  reacquired  under
  subdivision two of section five thousand twelve shall be cancelled.
4.  Neither  the retention of reacquired shares as treasury shares nor
  their subsequent distribution  to  stockholders  or  disposition  for  a
  consideration shall change the capital stock.
5.  When  reacquired shares other than converted shares are cancelled,
  the capital stock of the corporation shall be reduced by the  amount  of
  capital stock represented by such shares.
6.  Within  ninety  days  after  any  shares  are cancelled under this
  section, (a) the corporation  by  action  of  the  board  shall  file  a
  certificate  of  amendment under section eight thousand five eliminating
  such shares from the number of authorized shares,  except  that  if  the
  organization  certificate  does not prohibit the reissue of such shares,
  such shares may with the  written  approval  of  the  superintendent  be
  restored to the status of authorized but unissued shares, and (b) unless
  stated  in  a  certificate  of  amendment so filed, a certificate of the
  corporation shall be signed, verified and filed as provided  in  section
  one  thousand three stating the number of shares of each class or series
  thereof so cancelled,  the  manner  of  reacquisition  thereof  and,  if
  converted  shares,  the number of shares of each class or series thereof
  into which the same were converted,  and  such  other  information  with
  respect thereto as the superintendent may require.