306 - Temporary board of directors. - New York Statutes

§ 306. Temporary board of directors. 1. The first annual meeting of such corporation shall be held at a time and place to be fixed by the temporary board of directors which shall be as soon as reasonably possible after a minimum of two and one-half per centum of the capital stock of such corporation shall have been paid into its treasury and a minimum of ten members of such corporation shall have qualified as hereinafter provided, and such meeting shall be called in such manner as may be provided by the temporary board of directors. 2. Notwithstanding the foregoing provisions of this section, until the first annual meeting of such corporation and the election and qualifications of a board of directors as hereinabove provided, all the corporate powers of such corporation shall be exercised by a temporary board of directors consisting of thirteen persons, all of whom shall be of full age, citizens of the United States and residents of this state, and who shall be designated by the governor. Such designation shall be in writing, signed by the officer making it, and transmitted by him to the secretary of state who shall make and record in his office a copy of such designation and deliver the original to the designee, who, if he accepts such designation, shall notify the secretary of state of such fact, in writing, and thereupon his designation shall become effective and the secretary of state shall record such acceptance in his office. If any vacancy occurs in such temporary board of directors through death, resignation or otherwise, a person shall be designated to fill such vacancy by the governor. Upon the election and qualification of a board of directors pursuant to section three hundred five of this article, the temporary board of directors shall be deemed dissolved. 3. As soon as possible after the designation of the directors comprising the temporary board has become effective, the temporary board of directors shall meet, elect a chairman, cause stock certificates to be printed, appoint temporary officers and seek to enlist the support, membership and stock subscription of institutional lenders.