§ 23-51-145 - Transactions with management and affiliates.
23-51-145. Transactions with management and affiliates.
(a) Without the prior approval of a disinterested majority of the board recorded in the minutes, or if a disinterested majority cannot be obtained the prior written approval of a majority of the disinterested directors and the Bank Commissioner, a state trust company may not directly or indirectly;
(1) Sell or lease an asset of the state trust company to an officer, director, or principal shareholder of the state trust company or an affiliate of the state trust company; or
(2) Purchase or lease an asset in which an officer, director or principal shareholder of the state trust company or an affiliate of the state trust company has an interest; or
(3) Subject to 23-51-128, extend credit to an officer, director, or principal shareholder of the state trust company or an affiliate of the state trust company.
(b) Notwithstanding subsection (a) of this section, a lease transaction described in subdivision (a)(2) of this section involving real property may not be consummated, renewed, or extended without the prior written approval of the commissioner. For purposes of this subsection only, an affiliate of the state trust company does not include a subsidiary of the state trust company.
(c) Subject to 23-51-128, a state trust company may not directly or indirectly extend credit to an employee, officer, director or principal shareholder of the state trust company or an affiliate of the state trust company, unless the extension of credit:
(1) Is made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions by the state trust company with persons who are not employees, officers, directors, principal shareholders, or affiliates of the state trust company;
(2) Does not involve more than the normal risk of repayment or present other unfavorable features; and
(3) The state trust company follows credit underwriting procedures that are not less stringent than those applicable to comparable transactions by the state trust company with persons who are not employees, officers, directors, principal shareholders or affiliates of the state trust company.
(d) An officer or director of the state trust company who knowingly participates in or knowingly permits a violation of this section shall be guilty of a Class D felony.
(e) The commissioner may adopt regulations to administer and carry out this section, including regulations to establish limits, requirements, or exemptions other than those specified by this section for particular categories of transactions.