§ 246-a. Executive committee and other committees. 1. If the
organization certificate or the by-laws so provide, the board of
trustees by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee consisting of at
least five trustees and other committees each consisting of two or more
trustees, officers or other persons, not including alternate members,
but not less than may otherwise be required by this chapter nor
differing in composition from any requirement of this chapter, and each
of which shall have such authority as may be provided in the resolution
or in the organization certificate or by-laws or under this chapter,
except that no such committee shall have authority as to the following
matters:

(a) The filling of vacancies in the board of trustees or in any such
committee;

(b) The fixing of compensation of the trustees for serving on the
board or on any committee;

(c) The amendment or repeal of the by-laws, or the adoption of new
by-laws;

(d) The amendment or repeal of any resolution of the board which by
its terms shall not be so amendable or repealable;

(e) The taking of action which is expressly required by any provision
of this chapter to be taken at a meeting of the board or by a specified
proportion of the trustees.

2. Each such committee shall serve at the pleasure of the board. The
designation or appointment of, or making of provision for, any such
committee and the delegation thereto of authority shall not alone
relieve any trustee of his duty to the savings bank under any provision
of this chapter.

3. Minutes shall be kept of each meeting of each such committee and
records shall be kept of all action taken in exercise of the authority
or in performance of the function of each such committee. Such minutes
and records shall be submitted to the board of trustees and shall be
filed with the records of the savings bank.