2023 New York Laws › BNK - Banking › Article 6 - Savings Banks › 251 - Meetings; Quorum; By-Laws; Officers.

§ 251. Meetings; quorum; by-laws; officers. 1. Regular meetings of the
board  of trustees shall be held at least once a month, unless otherwise
provided by the by-laws. The board of trustees shall hold not less  than
ten regular monthly meetings per year provided, however, that during any
three consecutive calendar months, the board shall meet at least twice.
2.  A  savings  bank may provide in its by-laws the number of trustees
necessary to constitute a quorum at meetings of its board.  Such  number
shall not be less than four nor less than one-third of all the trustees.
In  the  absence  of such a provision, a majority of the total number of
trustees which a savings bank would have  if  there  were  no  vacancies
shall  constitute  a  quorum  for  the transaction of business or of any
specified item of business. Any reference in this chapter  to  corporate
action  to  be taken by the board shall mean such action at a meeting of
the board. Except as otherwise provided in this chapter, the vote  of  a
majority of the trustees present at the time of the vote, if a quorum is
present at such time, shall be the act of the board.
3.  (a)  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 trustees.
(b) 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.
(c) Notice of a meeting need not be given to any trustee 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.
(d)  A  majority  of  the trustees present, whether or not a quorum is
present, may adjourn any meeting to  another  time  and  place.  If  the
by-laws  so  provide,  a  notice  of any adjournment of a meeting of the
board to another time or place shall be given to the trustees  who  were
not  present  at  the  time of the adjournment and, unless such time and
place are announced at the meeting, to the other trustees.
4.  The  board  may  from  time  to  time  make  by-laws,  rules   and
regulations, not inconsistent with law, for the election and appointment
of  officers and committees, and for their respective powers and duties;
for the increase or  reduction  of  the  number  of  trustees;  for  the
repayment  of deposits, and generally for the transaction and management
of the affairs of the savings bank. A copy of such by-laws, and  of  any
amendment  thereto  or  change  therein  shall  be  transmitted  to  the
superintendent.
5. The board shall elect or appoint such officers  as  they  may  deem
proper.  Such  officers  need  not  be trustees. 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. Any two or more
offices may be held by the same person except the offices  of  president
and secretary. The trustees may require any officer to give security for
the  faithful  performance  of  his  duties  and all officers as between
themselves and the savings bank 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.
6. 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. This subdivision does

not affect the powers of the superintendent under section  forty-one  of
this chapter.