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This entry was published on 2014-09-22
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SECTION 251
Meetings; quorum; by-laws; officers
Banking (BNK) CHAPTER 2, ARTICLE 6
§ 251. Meetings; quorum; by-laws; officers. 1. Regular meetings of the
board of trustees shall be held at least once a month, unless otherwise
provided by the by-laws. The board of trustees shall hold not less than
ten regular monthly meetings per year provided, however, that during any
three consecutive calendar months, the board shall meet at least twice.

2. A savings bank may provide in its by-laws the number of trustees
necessary to constitute a quorum at meetings of its board. Such number
shall not be less than four nor less than one-third of all the trustees.
In the absence of such a provision, a majority of the total number of
trustees which a savings bank would have if there were no vacancies
shall constitute a quorum for the transaction of business or of any
specified item of business. Any reference in this chapter to corporate
action to be taken by the board shall mean such action at a meeting of
the board. Except as otherwise provided in this chapter, the vote of a
majority of the trustees present at the time of the vote, if a quorum is
present at such time, shall be the act of the board.

3. (a) Unless otherwise provided by the by-laws, regular meetings of
the board may be held without notice if the time and place of such
meetings are fixed by the by-laws or the board. Special meetings of the
board shall be held upon notice to the trustees.

(b) The by-laws may prescribe what shall constitute notice of meeting
of the board. A notice, or waiver of notice, need not specify the
purpose of any regular or special meeting of the board, unless required
by the by-laws.

(c) Notice of a meeting need not be given to any trustee who submits a
signed waiver of notice whether before or after the meeting or who
attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.

(d) A majority of the trustees present, whether or not a quorum is
present, may adjourn any meeting to another time and place. If the
by-laws so provide, a notice of any adjournment of a meeting of the
board to another time or place shall be given to the trustees who were
not present at the time of the adjournment and, unless such time and
place are announced at the meeting, to the other trustees.

4. The board may from time to time make by-laws, rules and
regulations, not inconsistent with law, for the election and appointment
of officers and committees, and for their respective powers and duties;
for the increase or reduction of the number of trustees; for the
repayment of deposits, and generally for the transaction and management
of the affairs of the savings bank. A copy of such by-laws, and of any
amendment thereto or change therein shall be transmitted to the
superintendent.

5. The board shall elect or appoint such officers as they may deem
proper. Such officers need not be trustees. Each officer shall hold
office for the term for which he is elected or appointed and until his
successor has been elected or appointed and qualified. Any two or more
offices may be held by the same person except the offices of president
and secretary. The trustees may require any officer to give security for
the faithful performance of his duties and all officers as between
themselves and the savings bank shall have such authority and perform
such duties in the management of the corporation as may be provided in
the by-laws or, to the extent not so provided, by the board.

6. Any officer elected or appointed by the board may be removed by the
board, or his authority suspended by it, with or without cause. Such
removal or suspension without cause, however, shall be without prejudice
to his contract rights. The election or appointment of an officer shall
not be deemed of itself to create contract rights. This subdivision does
not affect the powers of the superintendent under section forty-one of
this chapter.