N.Y. Comp. Codes R. & Regs. tit. 3 § 11.3

Current through Register Vol. 46, No. 45, November 2, 2024

Section 11.3 - Approval and disclosure of insider transactions

(a) Any insider transaction which, either alone or when aggregated in accordance with section 11.4 of this Part involves assets or services having a fair market value or payments in excess of the following amounts:

(1) $20,000 or one half of one percent of the net worth of the bank, whichever is less, if the total assets of the bank are $100,000,000 or less;

(2) $50,000 or one half of one percent of the net worth of the bank, whichever is less, if the total assets of the bank are more than $100,000,000 and not more than $500,000,000;

(3) $100,000 or one half of one percent of the net worth of the bank, whichever is less, if the total assets of the bank are more than $500,000,000 and not more than $1,000,000,000; and

(4) one half of one percent of the net worth of the bank if the total assets of the bank are more than $1,000,000,000;

shall be specifically reviewed and approved by the bank' s board of directors or board of trustees. Notwithstanding the foregoing, no approval of a separate insider transaction shall be required if the transaction is part of a series of related business transactions involving the same insider and the bank's board of directors or board of trustees has reviewed and approved the entire series of related transactions and the terms and conditions under which such transactions may take place.

(b) The minutes of the meeting at which approval is given shall indicate the nature of the transaction or transactions, the parties to the transaction or transactions, that such review was undertaken and approval given, and the names of individual directors or trustees who voted to approve or disapprove the transaction or transactions. In the case of negative votes, a brief statement of each dissenting director's or trustee's reason for voting to disapprove the proposed insider transaction or transactions shall be included in the minutes if the dissenting director or trustee so requests.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 11.3