§ 246. Board of trustees; number; vacancies; qualifications; oath and
declaration. 1. (a) The board of trustees shall have the entire
management and control of the affairs of the savings bank. A savings
bank shall have such number of trustees as the board of trustees may
establish from time to time. Such number shall be not less than seven
nor more than twenty. Notwithstanding the provisions of this section
relating to the number of trustees, where two or more savings banks are
merged or where one or more savings and loan associations merge into a
savings bank and the merger agreement so provides, the board of trustees
may consist of a number not more than thirty, and such number shall be
reduced to not more than twenty by the elimination of one authorized
office for every two vacancies that occur. No trustee in office on the
thirty-first day of March, nineteen hundred thirty-eight shall be
required to vacate his office by reason of the provisions of this
subdivision relating to the number of trustees. The bylaws may also
prescribe three-year terms of office for trustees, in which case the
total authorized number of trustees, as well as all incumbent trustees,
shall be divided into three classes as nearly equal in number as
possible, the terms of each such class to expire in successive years on
a date specified in the bylaws.

(b) Notwithstanding the provisions of the foregoing paragraph of this
section, a vacancy now existing or hereafter occurring in the board of
trustees of a savings bank, which savings bank resulted from the merger
of two or more savings banks or one or more savings and loan
associations and a savings bank, may be filled, even though the
remaining number of trustees exceeds twenty, by election thereto of one
or more of the three highest ranking officers of the savings bank who
are not then trustees, provided (1) that the superintendent of financial
services shall have given his prior written approval that such vacancy
be filled, (2) that the election of such officer or officers shall not
result in having more than three active officers on the board of
trustees at any one time, and (3) that the total number of trustees
shall in no event exceed the number authorized by the merger agreement.

(c) The bylaws of a savings bank may prescribe a maximum age beyond
which no person shall be eligible for election to the board of trustees,
and may prescribe a mandatory retirement age of seventy-five years or
less for trustees, subject to the following limitations:

(i) No person shall be eligible for initial election as a trustee
after December thirty-first, nineteen hundred sixty-eight who is seventy
years of age or more; and

(ii) No person shall continue to serve as a trustee past December
thirty-first of the year in which such trustee reaches the age of
seventy-five years.

(d) In the case of a savings bank which does not adopt a bylaw
prescribing a mandatory retirement age for trustees prior to January
first, nineteen hundred sixty-nine, or which does not maintain
thereafter a bylaw prescribing such a mandatory retirement age, the
office of a trustee of such savings bank shall become vacant on the last
day of the month in which such trustee reaches his seventieth birthday,
or on December thirty-first, nineteen hundred sixty-eight, whichever is
the later.

2. Vacancies in the board may be filled by election by the remaining
trustees at a regular meeting of the board. A savings bank shall report
to the superintendent within ten days the occurrence of any vacancy and
shall likewise report the name, address, age and occupation of the
person elected to fill any vacancy and the name of the person whose
place he fills.

3. No person shall be a trustee of a savings bank who

(a) Is not a citizen of the United States and at least eighteen years
of age.

(b) Has, within fifteen years immediately prior to his election, been
adjudicated a bankrupt or has taken the benefit of any insolvency law,
or has made a general assignment for the benefit of creditors.

(c) Has suffered a judgment recovered against him for a sum of money
to remain unsatisfied or unsecured for a period of more than six months
from the date of entry thereof provided, however, no person shall be
ineligible for election as a trustee of a savings bank if such judgment
was satisfied of record more than one year prior to the date of such
election.

(d) Is a trustee, officer or employee of any other savings bank.

(e) Would, upon his election, become the third salaried full-time
employee of the savings bank on its board of trustees if such board,
with his election, would have twelve or less trustees, or would, upon
his election, become the fourth salaried full-time employee of the
savings bank on its board of trustees if such board, with his election,
would have more than twelve trustees; provided, however, that with the
written approval of the superintendent four salaried full-time employees
may serve as trustees of a savings bank resulting from the merger of two
or more savings banks or the merger of one or more savings and loan
associations into a savings bank if, immediately prior to such merger,
each such person was a salaried full-time employee and a trustee or a
director of a merging institution.

(f) No trustee in office on April first, nineteen hundred sixty-eight,
shall be ineligible for the office of trustee by reason of the
provisions of paragraph (e) of this subdivision.

4. No person shall be a trustee of a savings bank if:

(a) Such person's spouse is a trustee or one of the five highest paid
salaried officers of such institution;

(b) Such person or such person's spouse is the grandparent, parent,
child, grandchild, brother, sister, aunt, uncle, nephew or niece of a
trustee or one of the five highest paid salaried officers of such
institution; or

(c) A trustee or one of the five highest paid salaried officers of
such institution is the spouse of such person's child, grandchild,
brother or sister.

No trustee in office on September first, nineteen hundred seventy-one
shall be ineligible for the office of trustee by reason of the pro-
visions of this subdivision.

5. No person who is a director or trustee of a bank, trust company or
a national bank located in this state, operating a special interest
department, or of a mortgage or title company organized under the
banking law or insurance law, shall be eligible to election as trustee
of a savings bank, if, after such election a majority of the trustees of
such savings bank will be directors or trustees of such other
institutions.

6. Every trustee, before entering upon his duties, shall take an oath
that he will diligently and honestly administer the affairs of the
savings bank. Such oath shall be subscribed by the trustee making it,
and certified by an officer authorized by law to administer oaths, and
immediately transmitted to the superintendent.

7. In each year every trustee shall subscribe and acknowledge a
declaration that he has not resigned, become ineligible, or in any other
manner vacated his office as such trustee. Such declaration shall be
filed with the superintendent on or before the first day of March. The
superintendent, in his discretion, may extend the time within which such
declaration may be subscribed and filed.