New York Banking Law Title 7 - Directors and Officers

• 7001 - Board of Directors; Qualifications and Disqualifications.
  1. The affairs of every corporation shall be managed by a board of directors, each of whom shall be at least eighteen years of age....
• 7002 - Number of Directors; Definition of "Entire Board".
  1. (a) The number of directors constituting the entire board of every bank and trust company, stock-form savings bank, and stock-form savings and loan association...
• 7003 - Election and Tenure of Directors.
  1. At each annual meeting of stockholders of a corporation, the stockholders shall elect directors to hold office until the next annual meeting except as...
• 7004 - Classification of Directors.
  1. The board of directors of any bank or trust company, stock-form savings bank, or stock-form savings and loan association may be classified into three...
• 7005 - Vacancies and Newly Created Directorships.
  1. In the case of banks and trust companies, stock-form savings banks, and stock-form savings and loan associations: (a) The persons named in the organization...
• 7006 - Removal of Directors.
  1. Any or all of the directors may be removed for cause by vote of the stockholders. The organization certificate or the specific provisions of...
• 7007 - Quorum of Directors.
  1. Subject to subdivision two of this section, unless a greater proportion is required by the organization certificate, a majority of the entire board shall...
• 7008 - Action by the Board.
  1. Any reference in this chapter to corporate action to be taken by the board, other than the approval required by section five hundred eleven...
• 7009 - Greater Requirement As to Quorum and Vote of Directors.
  Subject to subdivision two of section seven thousand seven with respect to banks and trust companies, stock-form savings banks, and stock-form savings and loan associations:...
• 7010 - Place and Time of Meetings of the Board.
  1. Meetings, regular or special, of the board may be held at any place within or without this state, unless otherwise provided by the organization...
• 7011 - Notice of Board Meetings; Waiver; Adjournment.
  1. 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...
• 7012 - Executive Committee and Other Committees.
  1. If the organization certificate or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may designate from...
• 7013 - Officers.
  1. The board of every corporation, at the annual meeting of such board following each annual meeting of stockholders, shall elect a president (who, in...
• 7014 - Removal of Officers.
  1. Any officer elected or appointed by the board may be removed by the board, or his authority suspended by it, with or without cause....
• 7015 - Duty of Directors and Officers; Oath of Directors.
  1. Directors and officers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill which...
• 7016 - Liability of Directors in Certain Cases.
  1. Directors of a corporation, who vote for or concur in the declaration of any dividend or other distribution to stockholders which impairs its capital...
• 7017 - Actions Against Directors and Officers for Misconduct.
  1. An action may be brought against one or more directors or officers of a corporation to procure a judgment for the following relief: (a)...
• 7018 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.
  The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which...
• 7019 - Authorization for Indemnification of Directors and Officers.
  1. A corporation may indemnify any person, made, or threatened to be made, a party to an action or proceeding (other than one by or...
• 7020 - Payment of Indemnification Other Than by Court Award.
  1. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the...
• 7021 - Indemnification of Directors and Officers by a Court.
  1. Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary resolution of the board of directors or of the stockholders in...
• 7022 - Other Provisions Affecting Indemnification of Directors and Officers.
  1. All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under subdivision three of section seven...
• 7023 - Insurance for Idemnification of Directors and Officers.
  (a) Subject to subdivision (b), a corporation shall have power to purchase and maintain insurance: (1) To indemnify the corporation for any obligation which it...

Last modified: February 3, 2019