State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_53 > GS_53-352

§ 53‑352.  Board ofdirectors.

(a)        All corporatepowers of a State trust company shall be exercised under the authority of, andthe business and affairs of a State trust company shall be managed under thedirection of, its board of directors. Without the approval of the Commissioner,the board shall consist of not less than five directors. The shareholders of aState trust company, at any shareholders' meeting, may authorize not more thantwo additional directorships which may be left unfilled and to be filled in thediscretion of the directors of the State trust company during the intervalbetween shareholders' meetings. Except as specifically provided otherwise inthis section, the number, election, term, and classification of the directorsof a State trust company shall be governed by the provisions of Chapter 55 ofthe General Statutes.

(b)        Before each term towhich a person is elected to serve as a director of a State trust company, theperson shall submit an affidavit for filing in the minutes of the State trustcompany stating that the person:

(1)        Accepts theposition;

(2)        Will not knowinglyviolate, or knowingly permit an officer, director, or employee of the Statetrust company to violate, any law applicable to the conduct of business of theState trust company; and

(3)        Will diligentlyperform the duties of a director.

(c)        A person designatedwith a title such as advisory director is not considered a director if thatperson:

(1)        Is not elected bythe shareholders of the State trust company; and

(2)        Does not vote onmatters before the board of directors or any committee of the board and is notcounted for purposes of determining a quorum of the board or any committee ofthe board. (2001‑263,s. 1.)