Section 3-401 – Management of Commercial Bank

    The business and affairs of a commercial bank shall be managed under the direction of a board of directors.

Section 3-402 – Number of Directors

    Each commercial bank shall have at least 5 and not more than 30 directors, as its charter or bylaws provide.

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 3-406 – 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 3-407 – 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 3-408 – 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 3-409 – Officers

    (a)    Within 15 days after the annual meeting of the stockholders and after the directors–elect have qualified, the board of directors of a commercial bank shall meet and elect the officers of the commercial bank.     (b)    Unless the bylaws provide otherwise, each officer serves for a term of 1 year and until a successor is elected and […]