Section 3-403 – Qualifications of Directors
(a) (1) After the initial issuance of capital stock by a commercial bank, each of its directors shall own in good faith and of record unencumbered shares of the capital stock of: (i) The commercial bank; or (ii) A corporation that owns more than 80 percent of the capital stock of the commercial bank. (2) The unencumbered capital stock owned […]
Section 3-404 – Oath of Directors
Each director of a commercial bank shall take an oath: (1) To perform diligently and honestly the duties of the office; and (2) Not to violate knowingly or permit knowingly a violation of any law that relates to the commercial bank.
Section 3-405 – Election of Directors
(a) Until successors are elected and qualify, the board of directors of a commercial bank consists of the individuals named as directors in the articles of incorporation. (b) (1) Except as provided in paragraph (2) of this subsection, at each annual meeting of stockholders, the stockholders shall elect directors to hold office until the earlier of: (i) The next […]
Section 3-305 – Reduction of Capital
(a) A reduction of the outstanding capital stock of a commercial bank: (1) Is not valid unless approved by the Commissioner; and (2) May not be made to an amount that is less than that required in § 3-209(b) of this title. (b) The Commissioner shall base approval on a finding that the assets of the commercial bank remaining […]
Section 3-406 – Attendance at Board Meetings
(a) Each director of a commercial bank shall attend at least one half of the regularly scheduled board meetings that are held during the director’s term of office. (b) (1) Any director who fails to attend meetings of the board of directors as required by this section is disqualified automatically from serving as director for a succeeding term. […]
Section 3-306 – Maintenance of Surplus; Losses
(a) If the surplus of a commercial bank at any time is less than 100 percent of its capital stock, then, until the surplus is 100 percent of the capital stock, the commercial bank: (1) Shall transfer to its surplus annually at least 10 percent of its net earnings; and (2) May not declare or pay any cash […]
Section 3-407 – Vacancies
The board of directors of a commercial bank may fill any vacancy on the board by electing an individual to serve until the next annual meeting of the stockholders and until a successor is elected and qualifies.
Section 3-307 – Cash Dividends
(a) The board of directors of a commercial bank may declare a cash dividend only from the following, after providing for due or accrued expenses, losses, interest, and taxes: (1) Its undivided profits; or (2) With the prior approval of the Commissioner, its surplus in excess of 100 percent of its required capital stock. (b) If any stockholder receives […]
Section 3-408 – Quorum of Directors
(a) A majority of the directors of a State bank then serving is a quorum. (b) The articles of incorporation or bylaws of a trust company may specify the number of directors that is a quorum, but the number shall be at least the greater of one third of the directors or four directors.
Section 3-308 – Stock Dividends
(a) The board of directors of a commercial bank may not declare a stock dividend unless its surplus, after the increase in capital stock, is equal to at least 20 percent of the outstanding capital stock as increased. (b) If the surplus of the commercial bank, after the increase in capital stock, is less than 100 percent […]