N.Y. Banking Law Section 398
Filling of vacancies in board of directors

  • change in number of directors

1.

Vacancies in the board of directors of any savings and loan association not exceeding one-third of the whole number of the board may be filled by vote of a majority of the remaining directors, and the directors so elected may hold office until such vacancies are filled by the members at a special or annual election. When the number of directors fixed by the by-laws of any savings and loan association is nine or more, two vacancies may, with the consent of the superintendent, be left unfilled until the next annual election. All vacancies not otherwise provided for in this section shall be filled by election by the members.

2.

The number of directors may be changed within the limits provided in subdivision one of § 397 (Number, qualifications and disqualifications of directors)section three hundred ninety-seven of this article by amendment of the by-laws, except where the by-laws provide that the number of directors shall be not less than seven nor more than fifteen and also provide the manner in which the number of directors shall be fixed within the minimum and maximum limits.

3.

Each vacancy in the office of director and each reduction in the number of directors shall be reported to the superintendent within ten days after such vacancy occurs or such reduction is effected. Each election of a director shall be likewise reported together with the name, address and occupation of the person so elected.

Source: Section 398 — Filling of vacancies in board of directors; change in number of directors, https://www.­nysenate.­gov/legislation/laws/BNK/398 (updated Sep. 22, 2014; accessed Jan. 11, 2025).

375
Incorporation 376
Proposed by-laws 377
When corporate existence begins 378
Power to issue shares 378‑A
Time deposits 378‑B
Club accounts 378‑C
Excelsior linked deposit program 378‑D
Preservation of books and records 378‑E
Water pollution control linked deposit program 379
Power to invest in securities 379‑B
Service corporation owned by associations 380
Power to make loans 380‑A
Power to purchase mortgage, loan or investment 380‑B
Power to purchase mortgages from mortgage holders 380‑C
Power to participate in certain loans and mortgage investments 380‑E
Effect of usury 380‑F
Power to make advances of federal funds 380‑G
Power to engage in line of credit financing of residential real estate 380‑H
Trust powers 380‑I
Personal loan departments 380‑J
Authorization to acquire and lease personal property 380‑K
Investment in promissory notes 380‑L
Excelsior linked deposit program 380‑M
Water pollution control linked deposit program 381
Power to take and hold real estate 382
Power to borrow 382‑A
Power to act as trustee under self-employed retirement trust and of individual retirement account 382‑B
Power to issue certain obligations 383
Other powers 383‑A
Rental of safe deposit boxes 384
Entries in books 385
Surplus account 386
Profits 387
Credits to surplus account and undivided profits 388
Fines and penalties for failure to make payments on instalment shares 389
Matured shares 390
Withdrawal of unpledged shares 392
Retirement of shares 393
Repayment of mortgage loans 394
Joint shares 395
Alternative provisions relative to payment of interest to shareholders 396
Change of location 396‑A
Electronic facilities 396‑B
Acceptance of United States currency 397
Number, qualifications and disqualifications of directors 397‑A
Report to directors 398
Filling of vacancies in board of directors 398‑A
Forfeiture of office of director 398‑B
Duties of directors and officers 398‑C
Executive committee and other committees 399
Restrictions on directors and officers 399‑A
Restrictions on holding of certain offices by executive officers of federal savings banks and federal savings associations 400
Pensions 401
Official communications to be submitted to directors and noted in minutes 402
Amendment of articles of association and by-laws 403
Examination by directors 404
Reports to the superintendent 404‑A
Photographic reproduction of records 405
Annual report to shareholders 406
Charters conformed to this article 407
Exemptions 409
Conversion of a state savings and loan association into a federal savings and loan association 410
Conversion of a federal savings and loan association into a state savings and loan association 411
Conversion of a savings and loan association or federal savings and loan association into a savings bank 412
Conversion of federal savings institutions to state charter 413
Reciprocal interstate acquisitions
Green check means up to date. Up to date

Accessed:
Jan. 11, 2025

Last modified:
Sep. 22, 2014

§ 398’s source at nysenate​.gov

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