Section 58-1-66 - Directors; meetings and duties.
58-1-66. Directors; meetings and duties.
A. The board of directors shall meet at least once each calendar quarter. The director may, at his discretion, require more frequent meetings. The director of the division, a board member or an executive officer may call a special meeting. A majority of the board shall constitute a quorum. The board shall keep minutes of each meeting, including a record of attendance and of all votes cast.
B. The board of directors or an executive committee of not less than one-third of the board shall review, at least quarterly, the following transactions that have occurred since the last review:
(1) each loan, advance, discount, overdraft and purchase or sale of a security that exceeds in amount one-tenth of one percent of the capital and surplus of the corporation or twenty-five thousand dollars ($25,000), whichever is larger; and
(2) every increase in loans, advances, discounts and overdrafts that exceeds the amount specified in Paragraph (1) of this subsection or with the increase will exceed it and every purchase or sale of a security that, together with other such transactions in the security during the preceding three months, involves that amount.
C. The board of directors shall examine, at least once in each calendar year at intervals of not more than fifteen months, all the affairs of the state bank, including the character and value of investments and loans and the efficiency of operating procedures. A report of the examination shall be submitted to the director of the division promptly. The board may provide that the examination shall be conducted by a committee of not less than three directors or may employ the services of qualified examiners or certified public accountants approved by the director of the division. The examination shall be conducted in accordance with generally accepted auditing procedures or in accordance with regulations of the director of the division.
D. In lieu of the director's examination required by Subsection C of this section, the board of directors of a state bank may submit to the director of the division at least once each calendar year at intervals of not more than fifteen months a certified audit report for the bank. The examination shall be conducted by a certified public accountant in accordance with generally accepted auditing procedures. The director of the division may require the board of directors of a bank submitting a certified audit examination in lieu of a directors' examination to submit such other information as the director of the division deems necessary, including information relating to the character and value of investments and loans and the efficiency of operating procedures of the bank.
E. A state bank authorized to exercise trust powers shall not accept or voluntarily relinquish a fiduciary account without the approval or ratification of the board of directors or of a committee of officers or directors designated by the board to perform this function, but the board or the committee may prescribe general rules governing acceptance or relinquishment of fiduciary accounts, and action taken by an officer in accordance with these rules is sufficient approval. Any committee so designated shall keep minutes of its meetings and report at each monthly meeting of the board all action taken since the previous meeting of the board. The board shall designate one or more committees of not less than three qualified officers or directors to supervise the investment of fiduciary funds. No such investment shall be made, retained or disposed of without the approval of a committee. At least once in every calendar year at intervals of not more than fifteen months, the committee shall review all the assets of each fiduciary account and shall determine their current value, safety and suitability and whether the investments should be modified or retained. The committee shall keep minutes of its meetings and shall report at each monthly meeting of the board its conclusions on all questions considered and all action taken since the previous meeting of the board.