§ 397. Number, qualifications and disqualifications of directors;\noath; quorum; meeting of directors. 1. The affairs of every savings and\nloan association shall be managed and its corporate powers exercised by\na board of directors, in number not less than seven nor more than\nfifteen, except that in the case of the merger of two or more savings\nand loan associations or one or more savings banks into a savings and\nloan association and if the merger agreement so provides, the authorized\nnumber of directors of the resulting association may be increased to not\nmore than twenty-four, provided that thereafter the number of directors\nshall be reduced to fifteen by the elimination of one authorized office\nfor every two vacancies that occur.\n 2. (a) All directors of a savings and loan association must be over\nthe age of eighteen years and citizens of the United States.\n (b) No person shall be eligible to election as a director of any\nsavings and loan association\n (1) Unless he is the owner in good faith and in his own right on the\nbooks of the association of shares having a book value of not less than\ntwo hundred dollars and every person elected a director, who, after such\nelection shall hypothecate, pledge or cease to be the owner in his own\nright of such qualifying shares, shall thereby vacate his office, and\nshall not be eligible for re-election as a director for a period of one\nyear from the date of the next succeeding annual meeting. Except as\nprovided in paragraphs (c) and (d) of this subdivision, every person\nlegally qualified and duly serving as a director at the time this act\ntakes effect, may continue as such director until the expiration of the\nterm for which he was elected or appointed, but shall not be eligible\nfor re-election unless he shall meet the requirement of this\nsubdivision.\n (2) If he would, upon his election, become the third salaried\nfull-time employee of the savings and loan association on its board of\ndirectors and if such board, with his election, would have twelve or\nless directors, or if he would, upon his election, become the fourth\nsalaried full-time employee of the savings and loan association on its\nboard of directors and if such board, with his election, would have more\nthan twelve directors; provided, however, that with the written approval\nof the superintendent, four salaried full-time employees may serve as\ndirectors of a savings and loan association resulting from the merger of\ntwo or more savings and loan associations or from the merger of one or\nmore savings banks into a savings and loan association if, immediately\nprior to such merger, each such person was a salaried full-time employee\nand a director or a trustee of a merging institution.\n No director in office on April first, nineteen hundred sixty-eight,\nshall be ineligible for the office of director by reason of the\nprovisions of subparagraph (2) of paragraph (b) of this subdivision.\n (3) If: (a) Such person's spouse is a director or one of the five\nhighest paid salaried officers of the association; (b) Such person or\nsuch person's spouse is the grandparent, parent, child, grandchild,\nbrother, sister, aunt, uncle, nephew or neice of a director or one of\nthe five highest paid salaried officers of the association; or (c) A\ndirector or one of the five highest paid salaried officers of the\nassociation is the spouse of such person's child, grandchild, brother or\nsister.\n No director in office on September first, nineteen hundred seventy-one\nshall be ineligible for the office of director by reason of the\nprovisions of subparagraph three of paragraph (b) of this subdivision.\n (c) The bylaws of a savings and loan association may prescribe a\nmaximum age beyond which no person shall be eligible for election to the\nboard of directors, and may prescribe a mandatory retirement age of\nseventy-five years or less for directors, subject to the following\nlimitations:\n (i) No person shall be e
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