SEC. 81-12-81. Board of directors to direct business of association; number and qualifications of members; oath; procedure for filling vacancies.
(1) The business of the mutual association shall be directed by a board of directors of not less than five (5) nor more than fifteen (15) as determined by, and elected by, ballot from among the members by a plurality of the votes of the members present or voting by proxy. At all times at least two-thirds (2/3) of the directors shall be bona fide residents of this state.
(2) In order to qualify as a director, a member of an association must hold individually, or jointly with his spouse, a savings account, the withdrawal value of which is at least Five Hundred Dollars ($500.00); provided that if the assets of the association exceed Five Million Dollars ($5,000,000.00), the withdrawal value of such account must be at least One Thousand Dollars ($1,000.00). No member shall be eligible for election or shall serve as a director or officer of an association who has been convicted of a criminal offense involving dishonesty or a breach of trust. A director shall cease to be a director when he ceases to be a member, or when he is adjudicated a bankrupt or is convicted of a criminal offense as herein provided, or when the net equity above loans of all savings accounts in the association held by him aggregates for a period of thirty (30) consecutive days less than the minimum required to be eligible for election as a director, but no action of the board of directors shall be invalidated through the participation of such director in such action unless the vote of such director be challenged prior to such action; provided that if a director becomes ineligible under the terms of this subsection by reason of the exercise by the association of the right of redemption of savings accounts provided for in Section 81-12-153 he shall remain validly in office until the expiration of his term or until he otherwise becomes ineligible, resigns or is removed, whichever may occur first.
(3) Directors shall be classified as set forth in the bylaws of the association.
(4) The authorized number of directors determined by the members within the limits hereinabove specified may subsequently be increased or decreased only by vote of the members.
(5) Each director, upon assuming office, shall take an oath that he will, so far as the duty devolves on him, diligently and honestly administer the affairs of the association and will not knowingly violate or permit to be violated, any of the provisions of this chapter, and a written copy of such oath shall be filed with the commissioner.
(6) If the members fail to elect a director to fill each vacancy created by any such increase, the directors may fill such vacancy by electing a director to serve until the next annual meeting of the members, at which time a director shall be elected to fill the vacancy for the unexpired term of the class of director in which such vacancy exists.
(7) Whenever under the provisions hereof the number of directors is changed and vacancies caused by such change are filled, the directors so elected shall be classified in accordance with the provisions of the bylaws of the association.
(8) Any vacancy among directors, not so filled by the members, may be filled by a majority vote of the remaining directors, though less than a quorum, by electing a director to serve until the next annual meeting of the members, at which time a director shall be elected to fill the vacancy for the unexpired term for the class of director in which such vacancy exists. In event of a vacancy on the board of directors from any cause, the remaining directors shall have full power and authority to continue direction of the association until such vacancy is filled.
SOURCE: Laws, 1977, ch. 445, § 22; reenacted, 1982, ch. 301, § 41; Laws, 1990 Ex Sess, ch. 52, § 42; Laws, 1993, ch. 441, § 42; Laws, 1994, ch. 622, § 74; reenacted without change, Laws, 1997, ch. 496, § 39; reenacted without change, Laws, 2001, ch. 488, § 41, SB 2601, eff from and after July 1, 2001.
PREVIOUS VERSIONS: Pre-2001