N.Y. Comp. Codes R. & Regs. tit. 3 § 11.8
Whenever in this Part there is a requirement that action be taken by a board of directors or by a board of trustees, such provision may be complied with by a duly constituted and authorized executive committee of the bank or by any other duly constituted and authorized committee of the bank composed entirely of directors or trustees of the bank and having at least five members. In that event, a dissenting member of such committee may note his or her dissent on the minutes of the committee. No member of such committee may vote on any insider transaction which requires the approval of the committee if the transaction involves the member or a person related to the member within the meaning of section 11.1(i) of this Part.
N.Y. Comp. Codes R. & Regs. Tit. 3 § 11.8