§ 34-28-420 — Directors; number; qualifications; meetings.

(1)(a) The business of the association must be managed and its corporate powers exercised by a board of directors. The board of directors shall consist of not fewer than five adult individuals who, unless appointed to fill a vacancy, must be elected at the annual meeting of members or stockholders or at a special meeting called for this purpose. (b) At the first annual meeting, and at each annual meeting thereafter, the members or stockholders shall elect directors to hold office until the next succeeding annual meeting, except in the case of the classification of directors as permitted by this section. Each director shall hold office for the term for which elected and until any successor is elected and qualifies or until resignation, removal from office, or death. (c) The Articles of Incorporation may provide that the directors be divided into not more than three classes of as nearly equal numbers as possible. The term of office of directors of the first class shall expire at the annual meeting next after the first election; of the second class, one year thereafter; and of the third class, two years thereafter; and, at each annual meeting thereafter, directors must be chosen for a full term of three years to succeed those whose terms expire. If directors are classified and the number of directors is thereafter changed, any increase or decrease in directorships must be so apportioned among the classes as to make all classes as nearly equal in numbers as possible. (d) Any vacancy occurring in the board of directors, including any vacancy created by reason of any increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall hold office for the remainder of the original term of the vacancy. (2) The board of directors of each association shall meet at those times and places as are fixed by the bylaws of the association or by a majority vote of the board of directors. (3) No person shall serve as an officer or director of an association who: (a) has been convicted of an offense involving fraud or a breach of trust or which constitutes a violation of the laws relating to financial institutions, except with the prior approval of the Board upon a showing of rehabilitation; or (b) is indebted to the association for more than thirty days upon a judgment that has become final. (4) After the association's corporate existence has begun, an organizational meeting of the board of directors named in the Articles of Incorporation must be held for the purpose of adopting bylaws, electing officers, approving organizational expenses to date, authorizing the call for payment of stock subscriptions or savings account capital, and conducting such other business relating to organization as may come before the board of directors at the meeting. Until the first annual meeting, the proposed directors shall serve as the board of directors of the association. (5) Unless otherwise required by the Articles of Incorporation, a member of the board of directors may be removed with or without cause by either: (a) in the case of a stock association, the affirmative vote of the holders of a majority of the shares entitled to vote at the election of directors, or in the case of a mutual association, by the affirmative vote of a majority of eligible votes cast by the members at the meeting where the vote is taken, or (b) the affirmative vote of two-thirds of the directors other than the director who is named in the removal motion.

Legislative History

HISTORY: 1985 Act No. 124, SECTION 1.