2016 New York Laws
BNK - Banking
Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies
Title 7 - (7001 - 7023) Directors and Officers
7012 - Executive committee and other committees.

 7012.   Executive   committee   and  other  committees.  1.  If  the
  organization certificate or  the  by-laws  so  provide,  the  board,  by
  resolution adopted by a majority of the entire board, may designate from
  among  its  members  an  executive committee consisting of at least five
  directors in the case of  banks,  trust  companies,  stock-form  savings
  banks,  and  stock-form  savings  and  loan associations and of at least
  three directors in the case of other corporations, and other  committees
  each  consisting  of  three or more directors, and each of which, to the
  extent provided in the resolution or in the organization certificate  or
  by-laws,  shall have all the authority of the board, except that no such
  committee shall have authority as to the following matters:
(a)  The  submission  to  stockholders  of  any  action   that   needs
  stockholders' authorization under this chapter.
(b)  The filling of vacancies in the board of directors or in any such
  committee.
(c) The fixing of compensation of the directors  for  serving  on  the
  board or on any committee.
(d)  The  amendment  or  repeal of the by-laws, or the adoption of new
  by-laws.
(e) The amendment or repeal of any resolution of the  board  which  by
  its terms shall not be so amendable or repealable.
(f)  The taking of action which is expressly required by any provision
  of this chapter to be taken at a meeting of the board or by a  specified
  proportion of the directors.
The  board may designate one or more directors as alternate members of
  any such committee, who may replace any absent member or members at  any
  meeting of such committee.
2.  The  board  may  appoint  or  provide  for  such  other committees
  consisting of such directors, officers or other persons and having  such
  powers  and  functions  in  the  management of the corporation as may be
  provided in the by-laws or, to the extent not so provided, by the board.
3. Each such committee shall serve at the pleasure of the board.   The
  designation  or  appointment  of,  or  making of provision for, any such
  committee and the  delegation  thereto  of  authority  shall  not  alone
  relieve  any director of his duty to the corporation under section seven
  thousand fifteen of this article.