New York Banking Law

Article 15

ARTICLE XV
General Provisions Applicable
to Banking Stock Corporations,
Limited Liability Investment Companies,
and Limited Liability Trust Companies
     Title  

       1.   Definitions; Application; Certificates; Miscellaneous.
       2.   Corporate powers.
       3.   Corporate name.
       4.   Formation of corporations.
       5.   Corporate finance.
       5-A. Limited liability investment company finance.
       6.   Stockholders.
       6-A. Membership in a limited liability investment company.
       7.   Directors and officers.
       8.   Amendments and changes.

	
Title 1, Definitions, Application
        TITLE I
          Definitions; Application; Certificates; Miscellaneous
       Section 
        1001. Definitions.

         1002. Application.

         1003. Certificates; requirements, signing, filing,
                effectiveness.

         1004. Certificates; corrections.

         1005. Certificates as evidence.

         1006. Corporate seal as evidence.

         1007. When notice or lapse of time unnecessary; notices
          dispensed with when delivery is prohibited.

         1008. Effect of invalidity of part of article; severability.



  S 1001. Definitions. In this article, unless the context otherwise
requires:
  1. "Corporation" means and includes all banks, trust companies, safe
deposit companies, investment companies, mutual trust investment
companies, and, to the extent not provided otherwise under any
regulation of the banking board promulgated pursuant to the provisions
of section fourteen-e of this chapter, stock-form savings banks and
stock-form savings and loan associations.
  2. "Director" means any member of the governing board of a
corporation, whether designated as director, trustee, manager, governor,
or by any other title. The term "board" means "board of directors".
  3. "Foreign corporation" means a corporation which is licensed by the
superintendent under the provisions of article two of this chapter to do
business in this state or is applying for such license and a corporation
authorized to conduct business in this state pursuant to article five-C
of this chapter or is applying for such authorization.
  4. "Office" means in the case of a bank or trust company its principal
office, in the case of an industrial bank, safe deposit company,
investment company or mutual trust investment company, its principal
place of business and in the case of a foreign corporation the place of
business designated in its license or its authorization pursuant to
article five-C of this chapter, as the case may be, for the oldest
agency or branch in this state of such foreign corporation.
  5. "Organization certificate" includes (a) the original organization
certificate or any other instrument filed or issued under any statute to
form a corporation or foreign corporation, as amended, supplemented or
restated by certificates of amendment, merger or consolidation or other
certificates or instruments filed or issued under any statute; or (b) a
special act or charter creating a corporation or foreign corporation, as
amended, supplemented or restated by special acts or by certificates of
amendment, merger or consolidation or other certificates or instruments
filed or issued under any statute.
  6. "Treasury shares" means shares which have been issued, have been
subsequently acquired, and are retained uncancelled by the corporation.

  S 1002. Application. 1. This article applies to every corporation and,
to the extent herein provided, to every foreign corporation, and shall
not apply to any other banking organization, except to such extent, if
any, as may be specified in any article of this chapter governing such
banking organization.
  2. The general corporation law, the stock corporation law and the
business corporation law shall not apply to any corporation or foreign
corporation as defined in section one thousand one.

  S 1003. Certificates; requirements, signing, filing, effectiveness. 1.
Every certificate or other instrument relating to a corporation or
foreign corporation which is delivered to the superintendent for filing
under this chapter shall be in the English language, except that the
corporate name may be in another language if written in English letters
or characters.
  2. Whenever such instrument is required to set forth an address, it
shall include the street and number, or other particular description
instead of a street and number. This requirement does not apply where a
post office address is specified to be set forth.
  3. Whenever such instrument is required to set forth the date when an
organization certificate was filed by the superintendent, the original
organization certificate is meant. This requirement shall be satisfied,
in the case of a corporation created by special act, by setting forth
the chapter number and year of passage of such act. 

 4. Every such instrument required under this chapter to be signed and
delivered to the superintendent shall, except as otherwise specified in
the section providing for such instrument, be signed either (a) by the
holders of all outstanding shares entitled to vote thereon, or (b) by
the chairman of the board, the president or a vice president and by the
secretary or an assistant secretary or, in the case of a corporation
which does not have a secretary or an assistant secretary, by the
cashier or an assistant cashier or (c) if there are no such officers, by
a majority of the directors or such directors as are designated by a
majority of the directors in office, or (d) if also there are no
directors, by the holders, or such of them as are designated by the
holders, of record of a majority of all outstanding shares, entitled to
vote thereon, or (e) if also there is no stockholder of record, by a
subscriber for shares whose subscription has been accepted or his

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 successor in interest, or (f) if also no subscription for shares has
been accepted, by an incorporator or anyone acting in his stead under
subdivision three of section six thousand fifteen. His name and the
capacity in which any person signs such instrument shall be stated
beneath or opposite his signature. The person signing such instrument,
or if more than one person signs it, one of such persons shall verify or
acknowledge the instrument if required by the section providing for such
instrument.
  5. No such instrument shall be filed unless it shall have endorsed
thereon the approval of the superintendent. No certificate of
authentication or conformity or other proof shall be required with
respect to any verification, oath or acknowledgment of any instrument
delivered to the superintendent under this chapter, if such
verification, oath or acknowledgment purports to have been made before a
notary public, or person performing the equivalent function, of one of
the states, or any subdivision thereof, of the United States or the
District of Columbia.
  6. Except as otherwise provided in this chapter, such instrument shall
become effective upon the filing thereof by the superintendent.
  7. The superintendent shall make, certify and transmit a copy of each
such instrument to the clerk of the county in which the office of the
corporation or foreign corporation is or is to be located.  The county
clerk shall file and index such copy.

  S 1004. Certificates; corrections. Any certificate or other instrument
relating to a corporation or foreign corporation filed by the
superintendent under this chapter may be corrected with respect to any
informality or error apparent on the face or defect in the execution
thereof including the deletion of any matter not permitted to be stated
therein. A certificate, entitled "Certificate of correction of
............ (correct title of certificate and name of corporation or
foreign corporation)" shall be signed, verified or acknowledged as
provided in this chapter with respect to the instrument being corrected
and delivered to the superintendent. It shall set forth the name of the
corporation or foreign corporation, the date the instrument to be
corrected was filed by the superintendent, the provision in the
instrument as corrected or eliminated and if the execution was
defective, the proper execution. The filing of the certificate by the
superintendent shall not alter the effective time of the instrument
being corrected, which shall remain as its original effective date, and
shall not affect any right or liability accrued or incurred before such
filing. The name of the corporation or foreign corporation may not be
changed or corrected under this section.

  S 1005. Certificates as evidence. 1. Any certificate or other
instrument filed by the superintendent relating to a corporation or a
foreign corporation and containing statements of fact required or
permitted by law to be contained therein, shall be received in all
courts, public offices and official bodies as prima facie evidence of
such facts and of the execution of such instrument.
  2. Whenever by the laws of any jurisdiction other than this state, any
certificate by any officer in such jurisdiction or a copy of any
instruments certified or exemplified by any such officer, may be
received as prima facie evidence of the incorporation, existence or
capacity of any foreign corporation incorporated in such jurisdiction,
or claiming so to be, such certificate when exemplified, or such copy of
such instrument when exemplified shall be received in all courts, public
offices and official bodies of this state, as prima facie evidence with
the same force as in such jurisdiction. Such certificate or certified
copy of such instrument shall be so received, without being exemplified,
if it is certified by the secretary of state, or official performing the
equivalent functions as to corporate records, of such jurisdiction.

  S 1006. Corporate seal as evidence. The presence of the corporate seal
on a written instrument purporting to be executed by authority of a
corporation or a foreign corporation shall be prima facie evidence that
the instrument was so executed.

  S 1007. When notice or lapse of time unnecessary; notices dispensed
with when delivery is prohibited. 1. Whenever, under this article or the
organization certificate or by-laws of any corporation or by the terms
of any agreement or instrument, a corporation or the board or any
committee thereof is authorized to take any action after notice to any
person or persons or after the lapse of a prescribed period of time,
such action may be taken without notice and without the lapse of such
period of time. If at any time before or after such action is completed
the person or persons entitled to such notice or entitled to participate
in the action to be taken or, in the case of a stockholder, by his
attorney-in-fact, submit a signed waiver of notice of such requirements.
  2. Whenever any notice or communication is required to be given to any
person by this article, the organization certificate or by-laws, or by
the terms of any agreement or instrument, or as a condition precedent to
taking any corporate action and communication with such person is then
unlawful under any statute of this state or of the United States or any
regulation, proclamation or order issued under said statutes, then the
giving of such notice or communication to such person shall not be
required and there shall be no duty to apply for a license or other
permission to do so. Any affidavit, certificate or other instrument
which is required to be made or filed as proof of the giving of any
notice or communication required under this article shall, if such
notice or communication to any person is dispensed with under this
section, include a statement that such notice or communication was not
given to any person with whom communication is unlawful. Such affidavit,
certificate or other instrument shall be as effective for all purposes
as though such notice or communication had been personally given to such
person.

  S 1008. Effect of invalidity of part of article; severability.  If any
provision of this article or application thereof to any person or
circumstances is held invalid, such invalidity shall not affect other
provisions or applications of this article which can be given effect
without the invalid provision or application, and to this end the
provisions of this article are declared severable.