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 › 7015 - Duty of Directors and Officers; Oath of Directors.

§ 7015.  Duty  of  directors  and  officers;  oath  of  directors.  1.
Directors and officers shall discharge the duties  of  their  respective
positions  in  good  faith  and  with that degree of diligence, care and
skill  which  ordinarily  prudent  men  would  exercise  under   similar
circumstances  in like positions. In discharging their duties, directors
and officers, when acting in good faith, may  rely  upon  (a)  financial
statements  of  the corporation represented to them to be correct by the
president or the officer of the corporation having charge of  its  books
of  account,  or  stated in a written report by an independent public or
certified public accountant  or  firm  of  such  accountants  fairly  to
reflect  the  financial  condition  of such corporation, and (b) reports
required to be submitted to them by any provision  of  this  chapter  or
prepared  in  the ordinary course of business by an officer or committee
charged with the responsibility therefor. Nothing in this section  shall
be  deemed  to  require the directors to perform functions vested in any
committee, officer or other person pursuant to  the  provisions  of  any
other section of this chapter.
2.  In  taking action, including, without limitation, action which may
involve or relate to a change or potential change in the control of  the
banking  institution,  a director shall be entitled to consider, without
limitation, (1) both the long-term and the short-term interests  of  the
corporation   and   its  shareholders  and  (2)  the  effects  that  the
corporation's actions may have in the short-term  or  in  the  long-term
upon any of the following:
(i)  the prospects for potential growth, development, productivity and
profitability of the corporation;
(ii) the corporation's current employees;
(iii) the corporation's  retired  employees  and  other  beneficiaries
receiving or entitled to receive retirement, welfare or similar benefits
from  or  pursuant  to any plan sponsored, or agreement entered into, by
the corporation;
(iv) the corporation's customers and creditors; and
(v) the ability of the corporation to provide,  as  a  going  concern,
goods,  services,  employment  opportunities and employment benefits and
otherwise to contribute to the communities in which it does business.
Nothing in this subdivision  shall  create  any  duties  owed  by  any
director  to  any  person or entity to consider or afford any particular
weight to any of the foregoing or abrogate any duty  of  the  directors,
either  statutory  or  recognized  by common law or court decisions. For
purposes of this  subdivision,  "control"  shall  mean  the  possession,
directly or indirectly, of the power to direct or cause the direction of
the management and policies of a banking institution whether through the
ownership  of voting stock of such banking institution, the ownership of
voting stock of any company which possesses such power or otherwise.
3. Each director of a bank or trust company, stock-form savings  bank,
or  stock-form  savings and loan association, when appointed or elected,
shall take an oath that he will, so far as the  duty  devolves  on  him,
diligently  and honestly administer the affairs of such corporation, and
will not knowingly violate, or willingly permit to be violated,  any  of
the provisions of law applicable to such corporation. Such oath shall be
subscribed  by  the  director  making  it,  and  certified by an officer
authorized by law to administer oaths, and  immediately  transmitted  to
the superintendent.
4. Each director of a safe deposit company, when appointed or elected,
shall  take  an  oath  that he will, so far as the duty devolves on him,
diligently and honestly administer the affairs of such corporation,  and
will  not  knowingly violate, or willingly permit to be violated, any of
the provisions of law applicable thereto. Such oath shall be  subscribed

by the director making it, and certified by an officer authorized by law
to administer oaths, and immediately transmitted to the superintendent.