§ 305. Board of directors. 1. All the corporate powers of such
corporation shall be exercised by a board of directors consisting of
thirteen persons, all of whom shall be of full age, citizens of the
United States and at least seven of whom shall be residents of the
state.

2. At the first annual meeting of such corporation and at each annual
meeting thereafter the members shall elect ten directors whose term of
office shall be one year.

Each of the members entitled to vote for directors pursuant to this
subdivision two of section three hundred five of this article shall be
entitled to one vote for each twenty-five thousand dollars, or major
fraction thereof, it is subject to be called upon to advance to the
corporation pursuant to the provisions of section three hundred seven of
this article.

3. At such first and succeeding annual meetings the stockholders of
such corporation shall elect three additional directors for terms of one
year each.

4. If any director shall lose his citizenship, or shall cease to be a
resident of the state, thereby creating a vacancy, or if a vacancy
occurs in the membership of the board of directors through death,
resignation or otherwise, the remaining directors shall elect a person
to fill such vacancy for the unexpired term.

5. The board of directors shall elect one of its members as chairman
of such board, shall adopt by-laws for such corporation, and may appoint
such officers and employees as it deems advisable.

6. In addition to other matters, the by-laws of such corporation may
contain specific standards and criteria by which mortgage applications
will be judged and loans made in so far as such specific standards and
criteria are not inconsistent with any of the provisions of this
article.