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Adopted Regulations
Adoption of New Part 306 to the Superintendent's Regulations of Title 3 of NYCRR (Maximum Number of Board of Director Vacancies).


Part 306

  Corporate Governance

Vacancies on the Board of Directors
(Statutory authority: Banking Law §7005[1][b]

Sec.

306.1   Explanatory note regarding vacancies on the board of directors
306.2  Maximum number of vacancies on the board of directors that may be left unfilled

§ 306.1 Explanatory note regarding vacancies on the board of directors.

  1. Subdivision 1 paragraph (b) of section 7005 of the Banking Law authorizes the superintendent to adopt a regulation which establishes the circumstances under which vacancies on the board of directors of a bank, trust company, stock-form savings bank, and stock-form savings and loan association may be left unfilled until the next annual election by the stockholders.   

  2. Title 12, Code of Federal Regulations referred to herein, may be viewed at the New York State Banking Department, located at 2 Rector Street, New York, NY 10006 and the Department of State located at 41 State Street, Albany, NY 12231.  The Code of Federal Regulations is published by the Office of the Federal Register; National Archives and Records Administration.  The Code of Federal Regulations is for sale by the U.S. Government Printing Office, Superintendent of documents, Mail Stop SSOP, Washington, DC 20402-0001.

§ 306.2 Maximum number of vacancies on the board of directors that may be left unfilled.

  1. Unless the superintendent, in his/her discretion provides otherwise, an institution described in section 306.1 of this Part is permitted to have vacancies of up to one-third of its entire board of directors left unfilled until the next annual election by the stockholders provided that the institution:

  1.  is well capitalized (within the meaning of title 12, Code of Federal Regulations  §325.103(b)(1)); and 

  2.  is well managed (within the meaning of title 12, Code of Federal Regulations §362.17(e)). Any non-depository institution will be considered well managed if it is in satisfactory condition as determined upon examination by the superintendent.  In the case of an institution that has not been examined by the superintendent, such institution will be considered well managed upon a finding by the superintendent of managerial resources that the superintendent determines satisfactory; and

  3. has been in existence for more than five years.

  1. Unless the superintendent, in his/her discretion provides otherwise, an institution described in section 306.1 of this Part is permitted to have vacancies of up to one-tenth of its entire board of directors left unfilled until the next annual election by the stockholders, or where a board of directors is comprised of less than ten members, no more than one vacancy on the board may be left unfilled until the next annual election by the stockholders provided that the institution:

  1. is adequately capitalized (within the meaning of title 12, Code of Federal Regulations §325.103(b)(2)); and

  2. is well managed (within the meaning of title 12, Code of Federal Regulations §362.17(e)).  Any non-depository institution will be considered well managed if it is in satisfactory condition as determined upon examination by the superintendent.  In the case of an institution that has not been examined by the superintendent, such institution will be considered well managed upon a finding by the superintendent of managerial resources that the superintendent determines satisfactory; and

  3. has been in existence for more than five years.

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