§ 6-03-02 — Powers

After an association has made and filed articles of association and an organization
certificate, it becomes a body corporate, and as such, and in the name designated in the
certificate, it, subject to section 6-03-01, has the power to:
1. Have a perpetual existence, unless it is sooner dissolved according to the provisions
of this title, or unless its franchise becomes forfeited by a violation of law.
2. Make contracts.
3. Sue and be sued.
4. Elect or appoint directors, such board to consist of any number of members, not less
than three nor more than twenty-five, at least two-thirds of whom must be citizens of
the United States, and, by such board of directors, to appoint a president, who must be
a member of said board, and such other employees as may be required, to define their
duties, to require bonds of them and fix the penalty thereof, and to dismiss such
officers and employees, or any of them, and appoint others to fill their places. This
subsection does not apply to a cooperative financial institution.
5. Provide, by its board of directors, bylaws not inconsistent with the laws of this state to
regulate the manner in which its directors and officers must be elected or appointed.
Vacancies in the board of directors, not exceeding one-third of the whole membership
thereof in any calendar year, must be filled by a majority vote of the remaining
members. The bylaws must provide a method for filling vacancies exceeding that
number. This subsection does not apply to a cooperative financial institution.
6. Provide, by its board of directors, bylaws not inconsistent with the laws of this state to
regulate the manner in which its stock and property must be transferred, its business
conducted, and the privileges granted to it by law exercised and enjoyed. This
subsection does not apply to a cooperative financial institution.
7. Exercise, as determined by the board or commissioner by order or rule, all the
incidental powers as are necessary to carry on the business of banking, including
discounting and negotiating promissory notes, bills of exchange, drafts, and other
evidences of debt; receiving deposits; buying and selling exchange, coin, and bullion;
loaning money upon real or personal security, or both; soliciting and receiving deposits
in the nature of custodial accounts for the purpose of health savings or similar health
care cost funding accounts, retirement fund contracts, or pension programs, and such
custodial accounts are exempt from chapter 6-05; and providing services to its
customers involving electronic transfer of funds to the same extent that other financial
institutions chartered and regulated by an agency of the federal government are
permitted to provide those services within this state. A bank that provides electronic
funds transfer equipment and service to its customers, at premises separate from its
main banking house or duly authorized facility approved by the state banking board,
must make the equipment and service available for use by customers of any other
bank upon the request of the other bank to share its use and the agreement of the
other bank to share pro rata all costs incurred in connection with its installation and
operation, and the electronic operations are not deemed to be the establishment of a
branch, nor of a separate facility. The electronic operations at premises separate from
its banking house or duly authorized facility must be considered a customer electronic

funds transfer center and may be established subject to rules that the state banking
board adopts.
8. Enter into contracts, incur obligations, and generally to perform all acts necessary or
appropriate to take advantage of any and all memberships, loans, subscriptions,
contracts, grants, rights, or privileges which may be or become available or may inure
to banking institutions or to their depositors, creditors, stockholders, conservators,
receivers, or liquidators under the provisions of the federal Act creating the federal
deposit insurance corporation or under any other Act or regulation of Congress to aid,
regulate, or safeguard banking institutions and their depositors, including any
amendments thereto or substitution therefor, when authorized so to do by its board of
directors.
9. Subscribe for and acquire any stock, debentures, bonds, or other types of securities of
the federal deposit insurance corporation and to comply with the lawful regulations and
requirements from time to time issued or made by such corporation.
10. Take, receive, and hold United States postal savings deposits and to take any action
necessary to procure the deposit of the same.
11. Enter into the business of dealing in securities and stock for the purpose of purchasing
and selling such securities and stock without recourse, solely upon the order, and for
the account of individual and institutional customers and to provide portfolio
investment advisory, management, information, forecasting, and research services to
such customers in combination with or separate from such purchases and sales.
12. Exercise fiduciary powers upon application as provided under section 6-05-01 as the
board may prescribe by rule.
13. Invest all moneys received by it in a trust, in authorized securities, and be responsible
to the owner or a third-party beneficiary for the validity, regularity, quality, value, and
genuineness of these investments and securities at the time made and for the
safekeeping of these securities and the evidences of the securities. When special
directions are given in any order, judgment, decree, will, or other written instrument as
to the particular manner or the particular class or kind of securities or property in which
any investment may be made, a bank shall follow this direction and, in such case, it is
not further responsible by reason of the performance of the trust. A bank may retain
and continue any investment and security or securities coming into its possession in
any fiduciary capacity. For the faithful discharge of its duties and the discharge of its
trust, it is entitled to reasonable compensation or an amount as has been or may be
agreed upon by the parties and all necessary expenses, with legal interest on those
amounts. The trustee may acquire and retain securities of any open-end or closed-end
management type investment company or investment trust registered under the
Federal Investment Company Act of 1940 [Pub. L. 76-686; 54 Stat. 789; 15 U.S.C.
80a-1 - 80a-52]. The fact that the banking institution, or an affiliate of the banking
institution, is providing services to the investment company or trust as investment
advisor, sponsor, broker, distributor, custodian, transfer agent, registrar, or otherwise
and receiving compensation for the services does not preclude the trustee from
investing in the securities of that investment company or trust. The banking institution
and trust shall disclose to all current income beneficiaries of the trust the rate, formula,
and method of the compensation, and the relationship of ownership. No compensation
or commission paid or agreed to be paid to it for the negotiation of a loan or the
execution of a trust may be deemed interest within the meaning of the law, nor may
any excess thereof over the legal rate be deemed usury.