2023 New York Laws › BNK - Banking › Article 6 - Savings Banks › 246 - Board of Trustees; Number; Vacancies; Qualifications; Oath and Declaration.

§ 246.  Board of trustees; number; vacancies; qualifications; oath and
declaration. 1.  (a)  The  board  of  trustees  shall  have  the  entire
management  and  control  of  the affairs of the savings bank. A savings
bank shall have such number of trustees as the  board  of  trustees  may
establish  from  time  to time. Such number shall be not less than seven
nor more than twenty. Notwithstanding the  provisions  of  this  section
relating  to the number of trustees, where two or more savings banks are
merged or where one or more savings and loan associations merge  into  a
savings bank and the merger agreement so provides, the board of trustees
may  consist  of a number not more than thirty, and such number shall be
reduced to not more than twenty by the  elimination  of  one  authorized
office  for  every two vacancies that occur. No trustee in office on the
thirty-first day  of  March,  nineteen  hundred  thirty-eight  shall  be
required  to  vacate  his  office  by  reason  of the provisions of this
subdivision relating to the number of  trustees.  The  bylaws  may  also
prescribe  three-year  terms  of  office for trustees, in which case the
total authorized number of trustees, as well as all incumbent  trustees,
shall  be  divided  into  three  classes  as  nearly  equal in number as
possible, the terms of each such class to expire in successive years  on
a date specified in the bylaws.
(b)  Notwithstanding the provisions of the foregoing paragraph of this
section, a vacancy now existing or hereafter occurring in the  board  of
trustees  of a savings bank, which savings bank resulted from the merger
of  two  or  more  savings  banks  or  one  or  more  savings  and  loan
associations  and  a  savings  bank,  may  be  filled,  even  though the
remaining number of trustees exceeds twenty, by election thereto of  one
or  more  of  the three highest ranking officers of the savings bank who
are not then trustees, provided (1) that the superintendent of financial
services shall have given his prior written approval that  such  vacancy
be  filled,  (2) that the election of such officer or officers shall not
result in having more  than  three  active  officers  on  the  board  of
trustees  at  any  one  time,  and (3) that the total number of trustees
shall in no event exceed the number authorized by the merger agreement.
(c) The bylaws of a savings bank may prescribe a  maximum  age  beyond
which no person shall be eligible for election to the board of trustees,
and  may  prescribe  a mandatory retirement age of seventy-five years or
less for trustees, subject to the following limitations:
(i) No person shall be eligible for  initial  election  as  a  trustee
after December thirty-first, nineteen hundred sixty-eight who is seventy
years of age or more; and
(ii)  No  person  shall  continue  to serve as a trustee past December
thirty-first of the year in  which  such  trustee  reaches  the  age  of
seventy-five years.
(d)  In  the  case  of  a  savings  bank  which does not adopt a bylaw
prescribing a mandatory retirement age for  trustees  prior  to  January
first,   nineteen   hundred  sixty-nine,  or  which  does  not  maintain
thereafter a bylaw prescribing such  a  mandatory  retirement  age,  the
office of a trustee of such savings bank shall become vacant on the last
day  of the month in which such trustee reaches his seventieth birthday,
or on December thirty-first, nineteen hundred sixty-eight, whichever  is
the later.
2.  Vacancies  in the board may be filled by election by the remaining
trustees at a regular meeting of the board. A savings bank shall  report
to  the superintendent within ten days the occurrence of any vacancy and
shall likewise report the name,  address,  age  and  occupation  of  the
person  elected  to  fill  any  vacancy and the name of the person whose
place he fills.
3. No person shall be a trustee of a savings bank who
(a) Is not a citizen of the United States and at least eighteen  years
of age.
(b)  Has, within fifteen years immediately prior to his election, been
adjudicated a bankrupt or has taken the benefit of any  insolvency  law,
or has made a general assignment for the benefit of creditors.
(c)  Has  suffered a judgment recovered against him for a sum of money
to remain unsatisfied or unsecured for a period of more than six  months
from  the  date  of  entry thereof provided, however, no person shall be
ineligible for election as a trustee of a savings bank if such  judgment
was  satisfied  of  record  more than one year prior to the date of such
election.
(d) Is a trustee, officer or employee of any other savings bank.
(e) Would, upon his election,  become  the  third  salaried  full-time
employee  of  the  savings  bank on its board of trustees if such board,
with his election, would have twelve or less trustees,  or  would,  upon
his  election,  become  the  fourth  salaried  full-time employee of the
savings bank on its board of trustees if such board, with his  election,
would  have  more than twelve trustees; provided, however, that with the
written approval of the superintendent four salaried full-time employees
may serve as trustees of a savings bank resulting from the merger of two
or more savings banks or the merger of one  or  more  savings  and  loan
associations  into  a savings bank if, immediately prior to such merger,
each such person was a salaried full-time employee and a  trustee  or  a
director of a merging institution.
(f) No trustee in office on April first, nineteen hundred sixty-eight,
shall  be  ineligible  for  the  office  of  trustee  by  reason  of the
provisions of paragraph (e) of this subdivision.
4. No person shall be a trustee of a savings bank if:
(a) Such person's spouse is a trustee or one of the five highest  paid
salaried officers of such institution;
(b)  Such  person  or such person's spouse is the grandparent, parent,
child, grandchild, brother, sister, aunt, uncle, nephew or  niece  of  a
trustee  or  one  of  the  five  highest  paid salaried officers of such
institution; or
(c) A trustee or one of the five highest  paid  salaried  officers  of
such  institution  is  the  spouse  of  such person's child, grandchild,
brother or sister.
No trustee in office on September first, nineteen hundred  seventy-one
shall  be  ineligible  for  the  office of trustee by reason of the pro-
visions of this subdivision.
5. No person who is a director or trustee of a bank, trust company  or
a  national  bank  located  in  this state, operating a special interest
department, or of a  mortgage  or  title  company  organized  under  the
banking  law  or insurance law, shall be eligible to election as trustee
of a savings bank, if, after such election a majority of the trustees of
such  savings  bank  will  be  directors  or  trustees  of  such   other
institutions.
6.  Every trustee, before entering upon his duties, shall take an oath
that he will diligently and  honestly  administer  the  affairs  of  the
savings  bank.  Such  oath shall be subscribed by the trustee making it,
and certified by an officer authorized by law to administer  oaths,  and
immediately transmitted to the superintendent.
7.  In  each  year  every  trustee  shall  subscribe and acknowledge a
declaration that he has not resigned, become ineligible, or in any other
manner vacated his office as such trustee.  Such  declaration  shall  be
filed  with  the superintendent on or before the first day of March. The
superintendent, in his discretion, may extend the time within which such
declaration may be subscribed and filed.