New York Codes, Rules and Regulations › Title 3 - BANKING › Chapter I - GENERAL REGULATIONS OF THE SUPERINTENDENT › Part 6 - Additional Authority Of Banks, Trust Companies, Savings Banks And Savings And Loan Associations Pursuant To Banking Law, Sections 14-g And 14-h › Section 6.6 - Exemption from requirements of banking law, section 7010 concerning mandated number of meetings of boards of directors and executive committees of banks and trust companies

Current through Register Vol. 46, No. 28, July 10, 2024
(a) The
				Banking Board hereby finds that the promulgation of this section is consistent
				with the policy of the State of New York as declared in section 10 of the New
				York Banking Law and thereby protects the public interest, including the
				interests of depositors, creditors, shareholders, stockholders and consumers
				and is necessary to achieve or maintain parity between banks and trust
				companies and national banks with respect to rights, powers, privileges,
				benefits, activities, loans, investments or transactions.
(b) The Banking Board hereby finds that
				section 7010 of the New York Banking Law mandates for each State-chartered bank
				and trust company that its board of directors must hold a regular monthly
				meeting at least 10 times a year and, during any three consecutive calendar
				months, the board must meet at least twice, and that its executive committee
				shall meet at least once in each 30-day period during which the board does not
				meet.
(c) The Banking Board hereby
				finds that there are no provisions contained in Subchapter III --Directors,
				 title 12, United States Code, sections 71-78, which require a national bank's
				board of directors to hold a specified number of meetings per annum, or which
				require executive committee meetings in the absence of a board
				meeting.
(d) The Banking Board
				hereby finds that  title 12, Code of Federal Regulations, section 7.2000(b) provides that to the extent not inconsistent with applicable Federal banking
				statutes or regulations, or bank safety and soundness, a national bank may
				elect to follow the corporate governance procedures of the law of the state in
				which the main office of the bank is located, the law of the state in which the
				holding company of the bank is incorporated, the Delaware General Corporation
				Law, Delaware Code Ann. title 8 (1991, as amended 1994, and as amended
				thereafter) or the Model Business Corporation Act (1984, as amended 1994, as
				amended thereafter) and that such national bank shall designate in its bylaws
				the body of law selected for its corporate governance procedures.
(e) The Banking Board hereby finds that
				certain national banks which maintain their main offices in New York have not
				elected to follow the corporate governance procedures of New York, and finds
				further that the lack of any mandate to do so together act to place
				State-chartered banks and trust companies at a competitive disadvantage in
				finding qualified individuals to serve on their boards of directors.
(f) The Banking Board hereby finds that if a
				State-chartered bank or trust company is well capitalized (as defined in
				 12 C.F.R. section
				325.103  [b][1]), well managed (as defined in
				12
				C.F.R. section 362.17 [e]) or, in the case
				of a non-depository institution, is in satisfactory condition as determined
				upon examination by the superintendent, and has been in existence for more than
				five years, unless the superintendent, in his/her discretion, provides
				otherwise, its board of directors shall hold a regular meeting not less than
				six times a year, provided that during any three consecutive calendar months
				the board shall meet at least once, and its executive committee shall not be
				required to meet at least once in each 30-day period during which the board
				does not meet.
(g) The Banking
				Board hereby finds that in circumstances where one or more of the required
				criteria set forth in subdivision (f) of this section are not present to enable
				a board of directors of a bank to conduct a minimum of six regular meetings,
				the board shall conduct no less than 10 regular meetings, and the executive
				committee shall meet at least once in each 30-day period during which the board
				does not meet, unless otherwise permitted by the superintendent upon
				application; and in so acting the superintendent shall take into account all of
				the circumstances surrounding such application, including the principles of
				safety and soundness.
(h) The
				Banking Board hereby determines that qualified State-chartered banks and trust
				companies are hereby exempt from the requirement contained in section 7010  of the Banking Law which requires that
				for each State-chartered bank and trust company its board of directors shall
				hold a regular monthly meeting at least 10 times a year and its executive
				committee shall meet at least once in each 30-day period during which the board
				does not meet.