N.Y. BNK Law § 7002

§ 7002. Number of directors; definition of "entire board". 1. (a) The\nnumber of directors constituting the entire board of every bank and\ntrust company, stock-form savings bank, and stock-form savings and loan\nassociation shall be not less than five nor more than fifteen, except\nthat any such corporation with capital stock, surplus funds and\nundivided profits of two million dollars or more may have not less than\nseven nor more than twenty, and any such corporation with capital stock,\nsurplus funds and undivided profits of five million dollars or more may\nhave not less than seven nor more than thirty directors. The\nsuperintendent may in his or her discretion permit (i) a bank or trust\ncompany, stock-form savings bank, or stock-form savings and loan\nassociation having less than five million dollars capital stock, surplus\nfunds and undivided profits, to have not more than thirty directors, and\n(ii) a bank or trust company, stock-form savings bank, or stock-form\nsavings and loan association which is a subsidiary, as defined in\nsubdivision five of section one hundred forty-one of this chapter, to\nhave less than the minimum number of directors provided herein.\n (b) The number of directors constituting the entire board shall be not\nless than five nor more than thirteen in the case of a safe deposit\ncompany, and not less than five in the case of an investment company.\n 2. If the organization certificate does not specify the number of\ndirectors, the by-laws may prescribe the manner in which the number is\nto be determined and the manner in which the number may be changed\nwithin the maximum and minimum limitations prescribed in the\norganization certificate or an amendment thereof.\n 3. As used in this article, the term "entire board" means the total\nnumber of directors which a corporation would have if there were no\nvacancies.\n