N.Y. Banking Law 7007 – Quorum of directors
§ 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 constitute a quorum for the transaction of business or of any specified item of business, except that the organization certificate or the by-laws may fix the quorum at less than a majority of the entire board but not less than one-third thereof.
Terms Used In N.Y. Banking Law 7007
- board: means "board of directors". See N.Y. Banking Law 1001
- entire board: means the total number of directors which a corporation would have if there were no vacancies. See N.Y. Banking Law 7002
- Organization certificate: includes (a) the original organization certificate or any other instrument filed or issued under any statute to form a corporation or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute; or (b) a special act or charter creating a corporation or foreign corporation, as amended, supplemented or restated by special acts or by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute. See N.Y. Banking Law 1001
- Quorum: The number of legislators that must be present to do business.
2. Notwithstanding any provision contained in its organization certificate, a bank or trust company, stock-form savings bank, or stock-form savings and loan association may provide in its by-laws the number of directors necessary to constitute a quorum at meetings of its board. Such number shall not be less than five nor less than one-third of the entire board except that a bank or trust company, stock-form savings bank, or stock-form savings and loan association having not more than seven directors may provide for a quorum of not less than a majority of such directors.