s 307.3 Actions not permitted to be taken by unanimous written consent of a board of directors.


Published: 2021-01-31

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Although an institution may satisfy the prerequisite requirements specified in section 307.2 of this Part, it is prohibited from taking action by unanimous written consent of the board of directors in any of the following circumstances, unless the superintendent in his/her discretion provides otherwise:

(a) adopting or amending any policies required by any bank regulatory agency to be approved by the board of directors;

(b) submitting to the stockholders any action that requires stockholders' authorization under the Banking Law;

(c) adopting, amending or repealing of the by-laws;

(d) removing any director or filling any vacancy in the board of directors, or removing any member of a committee thereof or filling any vacancy in such a committee;

(e) fixing compensation of the directors for serving on the board or on any committee thereof;

(f) selecting or removing any of the following executive officers or the equivalent thereof; chairman of the board, chief executive officer, president, chief financial officer, chief operating officer, chief risk officer, or a member of the management committee;

(g) causing or permitting any change in the general character of the institution's business or in the scope of its corporate powers;

(h) conveying any communication from the department that is required to be presented to the board of directors, pursuant to Banking Law section 11.4, or that is required to be presented to the board of directors by any other bank regulatory agency; or

(i) the taking of any action which is expressly required by any provision of the Banking Law to be taken at a meeting of the board of directors or by a specified proportion of the directors at a board meeting.