Section 305 - Board of directors1. All the corporate powers of such corporation shall be exercised by a board of directors consisting of thirteen persons, all of whom shall be of full age, citizens of the United States and at least seven of whom shall be residents of the state.2. At the first annual meeting of such corporation and at each annual meeting thereafter the members shall elect ten directors whose term of office shall be one year. Each of the members entitled to vote for directors pursuant to this subdivision two of section three hundred five of this article shall be entitled to one vote for each twenty-five thousand dollars, or major fraction thereof, it is subject to be called upon to advance to the corporation pursuant to the provisions of section three hundred seven of this article.
3. At such first and succeeding annual meetings the stockholders of such corporation shall elect three additional directors for terms of one year each.4. If any director shall lose his citizenship, or shall cease to be a resident of the state, thereby creating a vacancy, or if a vacancy occurs in the membership of the board of directors through death, resignation or otherwise, the remaining directors shall elect a person to fill such vacancy for the unexpired term.5. The board of directors shall elect one of its members as chairman of such board, shall adopt by-laws for such corporation, and may appoint such officers and employees as it deems advisable.6. In addition to other matters, the by-laws of such corporation may contain specific standards and criteria by which mortgage applications will be judged and loans made in so far as such specific standards and criteria are not inconsistent with any of the provisions of this article.N.Y. Priv. Hous. Fin. Law § 305