Header:
NEW YORK CONSOLIDATED LAW SERVICE
UNCONSOLIDATED LAWS
MILITARY
CHAPTER 131. DEFENSE EMERGENCY ACT
ARTICLE 7. BANKING
Date:
08/31/2009
Document:
ยง 92. Emergency boards of directors
1. Notwithstanding any other law or any provision of the charter of any corporate institution to the contrary, if at any time during a period of acute emergency with respect to any corporate institution, no person otherwise empowered to call meetings of the board of directors of such institution shall be present and capable of acting, meetings of directors and acting directors may be called by any director or acting director, or if no director or acting director be present and capable of acting, by any officer or acting officer. If it shall be impracticable or impossible to give notice of a meeting of directors or acting directors of such an institution in the manner otherwise prescribed, the person calling such a meeting may give notice thereof by making such reasonable efforts as circumstances may permit to notify each director and acting director of the meeting. Such notification may be oral or written, and shall specify the time and place of the meeting, but need not specify the purposes thereof. Failure of any director or acting director to receive actual notice of a meeting of directors and acting directors shall not affect the power of the directors and acting directors present at such meeting to exercise the powers of an emergency board of directors as prescribed in this section. Nothing contained in this article shall be construed as requiring a meeting of directors of such an institution to be convened in any manner different from that prescribed by its charter and by the provisions of law other than this article.
2. The directors and acting directors of any corporate institution, if three or more in number, who are present at any meeting convened during a period of acute emergency affecting such institution pursuant to call made or notice given in the manner described in subdivision one of this section or at any meeting convened during such period pursuant to other lawful call and notice at which a quorum is not present, shall constitute an emergency board of directors which, notwithstanding any provision of the charter of such institution or any provision of law other than this article to the contrary, shall have the power, subject to the limitations prescribed in this article, by a majority of such persons present, to take any and every action which may be necessary to meet the exigencies of the acute emergency or to enable such institution to conduct its business during such period, but no other powers. The powers of an emergency board of directors shall include but shall not be limited to the following powers:
(a) At any meeting, to elect such acting directors as it may deem necessary, without regard to the number of directors which would otherwise be required, to serve in any positions on such board which are vacant or in place of any directors or acting directors who are absent from such meeting, but not to elect any director on a permanent basis.
(b) To elect such acting officers as it may deem necessary, without regard to the number of officers which would otherwise be required, to serve in any offices which are vacant or in place of any officers or acting officers who fail to appear and assume their duties, to fix the compensation and determine the powers and duties of acting officers and to remove acting officers but not to remove any officer or to fill any vacancy on a permanent basis or to cause the institution to enter into any contract of employment for a term of over one year.
(c) To cause the institution to change the location of any of its places of business pursuant to section ninety-one of this chapter, and to authorize such action as it may deem appropriate to acquire space and facilities at the new locations, but not to acquire any property in fee or for a term of over one year.
(d) To postpone any meeting of the stockholders or members or directors of such institution, or any directors' examination of such institution if, in the judgment of the majority of the members of such emergency board of directors, it would be impracticable to hold such meeting or conduct such examination at the time it would otherwise have been held or conducted.
(e) If it shall appear to an emergency board of directors that a quorum of the board of directors cannot be assembled within a reasonable time, to call a meeting of the stockholders or members of the institution to be held as soon as the circumstances may reasonably permit, at a place to be designated by the emergency board of directors within this state or a contiguous state, for the purpose of electing directors to fill vacancies on the board of directors, but for no other purpose, and to propose nominees for such election. No meeting of stockholders or members shall be held pursuant to such call except upon notice given in accordance with the provisions of law other than this article and the charter of the institution.
3. As soon as practicable after each meeting of an emergency board of directors, the person who presided thereat shall notify the superintendent in writing of the time and place of such meeting, of the efforts made to give notice thereof to the directors and acting directors who failed to appear, of the persons present at such meeting, of any changes in the directors, acting directors, officers and acting officers and of all actions taken at such meeting.
4. No person prohibited by law or by the charter of a corporate institution from serving as a director of such institution shall be eligible to serve as an acting director except that no person shall be disqualified to serve as an acting director by reason of his not being a stockholder of such institution, by reason of his not being a resident of this state or of a contiguous state, or by reason of the number of the directors or acting directors who are officers, acting officers or employees of the institution. Any person may serve as an acting director of a fund who is a director, acting director, officer or acting officer of an institution which is a party to the agreement creating the fund. No oath of acting directors shall be required.
5. Acting directors elected pursuant to the provisions of this section or appointed pursuant to the provisions of section ninety-three of this chapter shall be entitled to notice of and to vote at all meetings of an emergency board of directors equally with directors. Acting directors shall not be entitled to take part in the deliberations or to vote at any meeting of directors duly convened in accordance with the applicable provisions of law other than this section and with the provisions of the charter of the institution at which a quorum of the directors is present. Each acting director shall serve until the director or acting director in whose place he was elected or appointed shall attend a meeting or until a director is duly elected to fill the vacancy in which such acting director has been serving, whichever event occurs the earlier. Acting directors shall be entitled to any compensation payable to directors.
6. Acting officers elected pursuant to this subdivision shall have such powers and duties and receive such compensation as may from time to time be determined by the board of directors or an emergency board of directors. Each acting officer shall serve until the officer in whose place he was elected shall appear and assume his duties or until his successor officer or acting officer shall be elected, whichever event occurs the earlier.
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