§ 92. Emergency boards of directors. 1. Notwithstanding any other law
or any provision of the charter of any corporate institution to the
contrary, if at any time during a period of acute emergency with respect
to any corporate institution, no person otherwise empowered to call
meetings of the board of directors of such institution shall be present
and capable of acting, meetings of directors and acting directors may be
called by any director or acting director, or if no director or acting
director be present and capable of acting, by any officer or acting
officer. If it shall be impracticable or impossible to give notice of a
meeting of directors or acting directors of such an institution in the
manner otherwise prescribed, the person calling such a meeting may give
notice thereof by making such reasonable efforts as circumstances may
permit to notify each director and acting director of the meeting. Such
notification may be oral or written, and shall specify the time and
place of the meeting, but need not specify the purposes thereof. Failure
of any director or acting director to receive actual notice of a meeting
of directors and acting directors shall not affect the power of the
directors and acting directors present at such meeting to exercise the
powers of an emergency board of directors as prescribed in this section.
Nothing contained in this article shall be construed as requiring a
meeting of directors of such an institution to be convened in any manner
different from that prescribed by its charter and by the provisions of
law other than this article.

2. The directors and acting directors of any corporate institution, if
three or more in number, who are present at any meeting convened during
a period of acute emergency affecting such institution pursuant to call
made or notice given in the manner described in subdivision one of this
section or at any meeting convened during such period pursuant to other
lawful call and notice at which a quorum is not present, shall
constitute an emergency board of directors which, notwithstanding any
provision of the charter of such institution or any provision of law
other than this article to the contrary, shall have the power, subject
to the limitations prescribed in this article, by a majority of such
persons present, to take any and every action which may be necessary to
meet the exigencies of the acute emergency or to enable such institution
to conduct its business during such period, but no other powers. The
powers of an emergency board of directors shall include but shall not be
limited to the following powers:

(a) At any meeting, to elect such acting directors as it may deem
necessary, without regard to the number of directors which would
otherwise be required, to serve in any positions on such board which are
vacant or in place of any directors or acting directors who are absent
from such meeting, but not to elect any director on a permanent basis.

(b) To elect such acting officers as it may deem necessary, without
regard to the number of officers which would otherwise be required, to
serve in any offices which are vacant or in place of any officers or
acting officers who fail to appear and assume their duties, to fix the
compensation and determine the powers and duties of acting officers and
to remove acting officers but not to remove any officer or to fill any
vacancy on a permanent basis or to cause the institution to enter into
any contract of employment for a term of over one year.

(c) To cause the institution to change the location of any of its
places of business pursuant to section ninety-one of this chapter, and
to authorize such action as it may deem appropriate to acquire space and
facilities at the new locations, but not to acquire any property in fee
or for a term of over one year.

(d) To postpone any meeting of the stockholders or members or
directors of such institution, or any directors' examination of such
institution if, in the judgment of the majority of the members of such
emergency board of directors, it would be impracticable to hold such
meeting or conduct such examination at the time it would otherwise have
been held or conducted.

(e) If it shall appear to an emergency board of directors that a
quorum of the board of directors cannot be assembled within a reasonable
time, to call a meeting of the stockholders or members of the
institution to be held as soon as the circumstances may reasonably
permit, at a place to be designated by the emergency board of directors
within this state or a contiguous state, for the purpose of electing
directors to fill vacancies on the board of directors, but for no other
purpose, and to propose nominees for such election. No meeting of
stockholders or members shall be held pursuant to such call except upon
notice given in accordance with the provisions of law other than this
article and the charter of the institution.

3. As soon as practicable after each meeting of an emergency board of
directors, the person who presided thereat shall notify the
superintendent in writing of the time and place of such meeting, of the
efforts made to give notice thereof to the directors and acting
directors who failed to appear, of the persons present at such meeting,
of any changes in the directors, acting directors, officers and acting
officers and of all actions taken at such meeting.

4. No person prohibited by law or by the charter of a corporate
institution from serving as a director of such institution shall be
eligible to serve as an acting director except that no person shall be
disqualified to serve as an acting director by reason of his not being a
stockholder of such institution, by reason of his not being a resident
of this state or of a contiguous state, or by reason of the number of
the directors or acting directors who are officers, acting officers or
employees of the institution. Any person may serve as an acting
director of a fund who is a director, acting director, officer or acting
officer of an institution which is a party to the agreement creating the
fund. No oath of acting directors shall be required.

5. Acting directors elected pursuant to the provisions of this section
or appointed pursuant to the provisions of section ninety-three of this
chapter shall be entitled to notice of and to vote at all meetings of an
emergency board of directors equally with directors. Acting directors
shall not be entitled to take part in the deliberations or to vote at
any meeting of directors duly convened in accordance with the applicable
provisions of law other than this section and with the provisions of the
charter of the institution at which a quorum of the directors is
present. Each acting director shall serve until the director or acting
director in whose place he was elected or appointed shall attend a
meeting or until a director is duly elected to fill the vacancy in which
such acting director has been serving, whichever event occurs the
earlier. Acting directors shall be entitled to any compensation payable
to directors.

6. Acting officers elected pursuant to this subdivision shall have
such powers and duties and receive such compensation as may from time to
time be determined by the board of directors or an emergency board of
directors. Each acting officer shall serve until the officer in whose
place he was elected shall appear and assume his duties or until his
successor officer or acting officer shall be elected, whichever event
occurs the earlier.