81-14-255 - Conduct of directors and officers.
§ 81-14-255. Conduct of directors and officers.
(1) Directors and officers possess a fiduciary relationship with the savings bank which they serve, and shall not engage or participate, directly or indirectly, in any business or transaction conducted on behalf of or involving such savings bank, unless: (a) the business or transactions are conducted in good faith and are honest, fair and reasonable to the savings bank; (b) a full disclosure of the business or transaction and the nature of the director's or officer's interest is made to the board of directors; and (c) the business or transaction is approved in good faith by the board of directors with any interested director abstaining. The approval of the transaction shall be recorded in the minutes. Any profits inuring to the officer or director shall not be at the expense of the savings bank. The business or transaction shall not represent a breach of the officer's or director's fiduciary duty and shall not be fraudulent or illegal. Notwithstanding any other provisions of this section, the commissioner may require the disclosure by directors, officers and employees of their personal interest, directly or indirectly, in any business or transaction on behalf of or involving the savings bank and of their control of, or active participation in, enterprises having activities related to the business of the savings bank.
(2) The following restrictions governing the conduct of directors and officers are specified, but that specification does not excuse those persons from the observance of any other aspect of the general fiduciary duty owed by them to the savings bank which they serve:
(a) An officer or director of a mutual savings bank shall not hold office or status as a director or officer of another mutual savings bank subject to this chapter.
(b) A director shall receive as remuneration only reasonable fees for services as a director or as a member of a committee of directors. A director who is also an officer or employee of the savings bank may receive compensation for service as an officer or employee.
(c) A director or officer shall not have any interest, direct or indirect, in the purchase at less than its face value of any evidence of a savings account deposit or other indebtedness issued by the savings bank.
(d) A savings bank, or director or officer thereof, shall not directly or indirectly require, as a condition to the granting of any loans or the extension of any other service by the savings bank or its affiliates, that the borrower or any other person undertake a contract of insurance or any other agreement or understanding with respect to the direct or indirect furnishing of any other goods or services with any specific company, agency or individual.
(e) An officer or director acting as proxy for a member of a mutual savings bank shall not exercise, transfer or delegate that right in any consideration of a private benefit or advantage, direct or indirect, nor surrender control or pass his office to any other for any consideration of a private benefit or advantage, direct or indirect. The voting rights of members shall not be the subject of sale or similar transaction, either directly or indirectly. Any officer or director who violates the provisions of this paragraph shall be held accountable to the savings bank for an increment.
(f) A director or officer shall not solicit, accept or agree to accept, directly or indirectly, from any person other than the savings bank any gratuity, compensation or other personal benefit for any action taken by the savings bank or for endeavoring to procure any action by the savings bank.
(g) Subject to the approval of the commissioner, a savings bank's bylaws may provide for reasonable indemnification to its officers, directors and employees in connection with the faithful performance of their duties for the savings bank. The commissioner may promulgate model indemnification provisions and may consider provisions available under applicable state and federal statutes.
Sources: Laws, 1992, ch. 489, § 66; reenacted without change, Laws, 1997, ch. 364, § 68; reenacted without change, Laws, 2001, ch. 457, § 68, eff from and after July 1, 2001.