Sec. 6.6. Exemption from requirements of Banking Law, section 7010 concerning mandated number of meetings of boards of directors and executive committees of banks and trust companies

(a) The superintendent hereby finds that the promulgation of this section is consistent with the policy of the State of New York as declared in section 10 of the New York Banking Law and thereby protects the public interest, including the interests of depositors, creditors, shareholders, stockholders and consumers and is necessary to achieve or maintain parity between banks and trust companies and national banks with respect to rights, powers, privileges, benefits, activities, loans, investments or transactions.

(b) The superintendent hereby finds that section 7010 of the New York Banking Law mandates for each State-chartered bank and trust company that its board of directors must hold a regular monthly meeting at least 10 times a year and, during any three consecutive calendar months, the board must meet at least twice, and that its executive committee shall meet at least once in each 30-day period during which the board does not meet.

(c) The superintendent hereby finds that there are no provisions contained in Subchapter III —Directors, title 12, United States Code, sections 71-78, which require a national bank's board of directors to hold a specified number of meetings per annum, or which require executive committee meetings in the absence of a board meeting.

(d) The superintendent hereby finds that title 12, Code of Federal Regulations, section 7.2000(b) provides that to the extent not inconsistent with applicable Federal banking statutes or regulations, or bank safety and soundness, a national bank may elect to follow the corporate governance procedures of the law of the state in which the main office of the bank is located, the law of the state in which the holding company of the bank is incorporated, the Delaware General Corporation Law, Delaware Code Ann. title 8 (1991, as amended 1994, and as amended thereafter) or the Model Business Corporation Act (1984, as amended 1994, as amended thereafter) and that such national bank shall designate in its bylaws the body of law selected for its corporate governance procedures.

(e) The superintendent hereby finds that certain national banks which maintain their main offices in New York have not elected to follow the corporate governance procedures of New York, and finds further that the lack of any mandate to do so together act to place State-chartered banks and trust companies at a competitive disadvantage in finding qualified individuals to serve on their boards of directors.

(f) The superintendent hereby finds that if a State-chartered bank or trust company is well capitalized (as defined in 12 C.F.R. section 325.103[b][1]), well managed (as defined in 12 C.F.R. section 362.17[e]) or, in the case of a non-depository institution, is in satisfactory condition as determined upon examination by the superintendent, and has been in existence for more than five years, unless the superintendent, in his/her discretion, provides otherwise, its board of directors shall hold a regular meeting not less than six times a year, provided that during any three consecutive calendar months the board shall meet at least once, and its executive committee shall not be required to meet at least once in each 30-day period during which the board does not meet.

(g) The superintendent hereby finds that in circumstances where one or more of the required criteria set forth in subdivision (f) of this section are not present to enable a board of directors of a bank to conduct a minimum of six regular meetings, the board shall conduct no less than 10 regular meetings, and the executive committee shall meet at least once in each 30-day period during which the board does not meet, unless otherwise permitted by the superintendent upon application; and in so acting the superintendent shall take into account all of the circumstances surrounding such application, including the principles of safety and soundness.

(h) The superintendent hereby determines that qualified State-chartered banks and trust companies are hereby exempt from the requirement contained in section 7010 of the Banking Law which requires that for each State-chartered bank and trust company its board of directors shall hold a regular monthly meeting at least 10 times a year and its executive committee shall meet at least once in each 30-day period during which the board does not meet.