Section 58-1-65 - Directors and officers.
58-1-65. Directors and officers.
A. The affairs of a state bank shall be managed by a board of directors, which shall exercise its powers and be responsible for the discharge of its duties. The number of directors, not less than three and not more than twenty-five, shall be fixed by the bylaws and the number so fixed shall be the board, regardless of vacancies. At least three-fourths of the directors shall be citizens of the United States and two-thirds shall be residents of the state. Any director who becomes disqualified shall forthwith resign his office, but, upon removal of the disqualification, he shall be eligible for election. A director who is disqualified may be removed by the board or by the director of the division. No action taken by a director prior to the resignation or removal shall be subject to attack on the ground of his disqualification.
B. Directors shall receive such reasonable compensation as the bylaws may prescribe and shall serve until their successors are elected and qualify.
C. Directors shall be elected by the stockholders at the first meeting and thereafter at the annual meeting or at a special meeting called for that purpose. If the articles of incorporation provide for cumulative voting, the votes of each share may be cast for one person or divided among two or more as the stockholder may choose. The person or persons, according to the number of directors to be elected, having the largest number of votes shall be elected.
D. The term of office of directors shall be one year or, if the bylaws so provide, three years, in which case one-third of the directors, or as near to one-third as possible, shall be elected for each year following the first election of directors. Vacancies at any one time, to the number of one-third of the board, may be filled by vote of the board until the next meeting of the stockholders. The director of the division may designate a director to fill a vacancy that has continued for longer than three months, and a director so designated shall serve until a successor is elected and has qualified.
E. A director may be removed by the stockholders at a meeting. Where cumulative voting for directors is provided in the articles of incorporation, no director shall be removed unless the votes cast against a motion for his removal are less than the total number of shares outstanding divided by the number of authorized directors, but all of the directors shall be removed if a majority of the outstanding shares approves a motion for the removal of all.
F. The officers designated by the bylaws shall be elected by the board. A member of the board shall be elected president. Officers shall be elected or a contract executed for their employment in accordance with the bylaws of the bank. An officer may be removed by the board at any time, but removal shall not prejudice any rights that he may have to damages for breach of contract of employment.
G. A bank shall report promptly to the director of the division any changes among executive officers and directors, including in its report a statement of the business and professional affiliations of new executive officers and directors.