§ 7005. Vacancies and newly created directorships. 1. In the case of
banks and trust companies, stock-form savings banks, and stock-form
savings and loan associations:

(a) The persons named in the organization certificate as the first
board may elect such additional number of directors as is provided for
by the organization certificate.

(b) All vacancies in the office of director, including newly created
directorships resulting from an increase in the number of directors,
shall be filled by election by the stockholders except as hereinafter
provided in this paragraph. Vacancies not exceeding one-third of the
entire board may be filled by the affirmative vote of a majority of the
directors then in office, and the directors so elected shall hold office
for the balance of the unexpired term; provided, however, the
superintendent shall have the power to determine by regulation the
conditions under which vacancies in the office of director may be left
unfilled until the next annual election. Such regulations shall specify
the maximum number of vacancies which may be left unfilled with the
superintendent's permission, and shall require the superintendent, in
granting such permission, to take into account (i) whether such banking
organization is subject to adequate supervisory oversight by a bank
holding company (as defined in section one hundred thirty or one hundred
forty-one of this chapter), parent bank, or similar entity, (ii) the
financial condition of such banking organization, (iii) whether it holds
insured deposits, and (iv) the provisions of section ten of this
chapter.

(c) Each vacancy, including newly created but unfilled directorships
resulting from an increase in the number of directors, in the office of
director and each reduction in the number of directors shall be reported
to the superintendent within ten days after such vacancy occurs or such
reduction is effected. Each election by the board to fill any such
vacancy shall be likewise reported together with the name, address and
occupation of the person so elected.

2. In the case of corporations other than banks and trust companies,
stock-form savings banks, and stock-form savings and loan associations:

(a) Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the board for any reason
except the removal of directors without cause may be filled by vote of a
majority of the directors then in office, although less than a quorum
exists, unless the organization certificate or the by-laws provide that
such newly created directorships or vacancies shall be filled by vote of
the stockholders.

(b) Unless the organization certificate or the specific provisions of
a by-law adopted by the stockholders provide that the board shall fill
vacancies occurring in the board by reason of the removal of directors
without cause, such vacancies may be filled only by vote of the
stockholders.

(c) A director elected to fill a vacancy shall be elected to hold
office for the unexpired term of his predecessor.

(d) Vacancies in its board occasioned by resignations, deaths or other
causes, including newly created but unfilled directorships resulting
from an increase in the number of directors, shall be reported by each
corporation to the superintendent within ten days after the event; and
the corporation shall likewise report each election by the board to fill
such vacancy with the name, address and occupation of the person elected
and the name of the person whose place he has been elected to fill.