New York Consolidated Law|SECTION 7002

                                                

  § 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 shall be not less than five nor more than fifteen, except
that any such corporation with capital stock, surplus funds and
undivided profits of two million dollars or more may have not less than
seven nor more than twenty, and any such corporation with capital stock,
surplus funds and undivided profits of five million dollars or more may
have not less than seven nor more than thirty directors. The
superintendent may in his or her discretion permit (i) a bank or trust
company, stock-form savings bank, or stock-form savings and loan
association having less than five million dollars capital stock, surplus
funds and undivided profits, to have not more than thirty directors, and
(ii) a bank or trust company, stock-form savings bank, or stock-form
savings and loan association which is a subsidiary, as defined in
subdivision five of section one hundred forty-one of this chapter, to
have less than the minimum number of directors provided herein.

(b) The number of directors constituting the entire board shall be not
less than five nor more than thirteen in the case of a safe deposit
company, and not less than five in the case of an investment company.

2. If the organization certificate does not specify the number of
directors, the by-laws may prescribe the manner in which the number is
to be determined and the manner in which the number may be changed
within the maximum and minimum limitations prescribed in the
organization certificate or an amendment thereof.

3. As used in this article, the term "entire board" means the total
number of directors which a corporation would have if there were no
vacancies.