N.Y. Defense Emergency Act 1951 Law § 98

Current through 2024 NY Law Chapter 457

Section 98 - Change of location; emergency boards of directors

1.Notwithstanding any provision of its charter, any domestic organization, without complying with any provision of law requiring approval or application for approval of a change of location of its principal office, may from time to time change the location thereof during an acute emergency to a suitable location within the United States, and may carry on its business at such new location during such acute emergency and for a reasonable time thereafter. Any organization which changes the location of its principal office during an acute emergency shall notify the superintendent thereof in writing as soon as practicable, stating the address of the new location, the address of the former location, and the dates when business is ceasing at the former location and commencing at the latter location.

2.Notwithstanding any contrary provision of law or of its charter, if at any time during an acute emergency affecting any domestic organization, no person otherwise empowered to call meetings of its board is capable of acting, a meeting thereof may be called by any director or acting director, or if no director or acting director is capable of acting, by any officer or acting officer. If it shall be impracticable or impossible to give notice of a meeting of the board in the manner prescribed by charter and law other than this article, 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 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 the board of such an organization to be convened in any manner different from that prescribed by its charter and by the provisions of law other than this article.

3.If three or more directors and/or acting directors of any domestic organization are present at any meeting of its board duly convened during an acute emergency affecting such domestic organization, they shall constitute its emergency board of directors which, notwithstanding any contrary provision of law or of its charter, shall have the power, subject to the limitations prescribed in this article, by a majority of those present, to take any and every action which may be necessary to enable such domestic organization to meet the exigencies of the acute emergency and 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 organization to enter into any contract of employment for a term of over one year.

(c) To cause the organization to change the location of its principal office, pursuant to subdivision one hereof, or any of its places of business, and to authorize such action as it may deem appropriate to acquire space and facilities at the new locations, but not to acquire for use as its principal office property in fee or for a term of over one year.

(d) To postpone any meeting of the stockholders, policyholders or members or directors of such organization if, in the judgment of the majority of the members of such emergency board of directors, it would be impracticable to hold such meeting 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 cannot be assembled within a reasonable time, to call a meeting of the stockholders, policyholders, or members of the organization 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, but for no other purpose, and to propose nominees for such election. Any such meeting of stockholders, policyholders, or members shall be held upon notice given in accordance with the charter of the organization and applicable law other than this article.

4.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 manner in which notice thereof was given, of the persons present, and of all actions taken at such meeting.

5.No person prohibited by law or by the charter of a domestic organization from serving as a member of its board 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, policyholder or member of such organization, 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 organization. Any person may serve as an acting director of a fund who is a director, acting director, officer or acting officer of an organization which is a party to the agreement creating the fund. No oath of acting directors shall be required.

6.Acting directors elected pursuant to the provisions of this section or appointed pursuant to the provisions of section ninety-nine of this article 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 the board which is duly convened in accordance with the applicable provisions of its charter and of law other than this article and at which a quorum 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 of the board or until a director is duly elected to fill the vacancy in which such acting director has been serving, whichever event occurs earlier. An acting director shall be entitled to the compensation, if any, payable to a director.

7.Acting officers elected pursuant to this section shall have such powers and duties and receive such compensation as may from time to time be determined by the board or 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 earlier.

N.Y. Defense Emergency Act 1951 Law § 98