N.Y. Comp. Codes R. & Regs. tit. 3 § 102.2

Current through Register Vol. 46, No. 43, October 23, 2024

Section 102.2 - Initial submission

(a) The letter application should be accompanied by a certified copy of a resolution of the applicant's board of directors authorizing the proposed amendment, subject to stockholder approval, and designating the officer or officers to sign all documents and take all necessary action to accomplish the proposed amendment.

(b) As soon as practicable after submission of the letter application, two copies of each of the following documents should also be forwarded to the superintendent:

(1) draft-notice of meeting, proxy and any other material to be mailed to stockholders;

(2) letter, signed by a duly authorized officer, as to compliance with Banking Law, section 6009(9) (relating to persons disqualified to act as proxies);

(3) draft-resolutions to be presented to the stockholders at the meeting [FN+] authorizing the proposed amendment and the execution and delivery to the superintendent of the certificate of amendment and any other necessary documents; and

(4) draft-certificate of amendment in form prescribed by Banking Law, section 8005(1).

[FN+] If stockholder approval is to be obtained by written consent pursuant to Banking Law, section 6015, then a draft of such consent should be submitted.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 102.2