Guam § 106216 - Directors and Officers.

§ 106216. Directors and Officers.

(a) The affairs of a territorial bank shall be managed by a board of directors which shall exercise its

powers and be responsible for the discharge of its duties. The number of directors, not less than five (5) nor

more than twenty-five (25), shall be fixed by the by-laws and the number so fixed shall be the board,

regardless of vacancies. Unless a bank holding company controls the territorial bank, at least three-fourths

(3/4) of the directors of the territorial bank shall be citizens of the United States, two-thirds (2/3) shall be

residents of Guam and a majority shall reside within one hundred (100) miles of the place of business of

the bank. If a bank holding company controls a territorial bank, at least three-fourths (3/4) of the directors

of the territorial bank shall be citizens of the United States and at least two-fifths (2/5) shall be residents of

Guam. Each director shall have full record and beneficial ownership free of lien, encumbrance or repurchase

agreement of common stock of the bank or of a bank holding company which controls such bank of an

aggregate par value or aggregate market value of at least One Thousand Dollars ($1,000.00). Any director

who becomes disqualified shall forthwith resign his office but upon removal of such disqualification he

shall be eligible for election. A director who is disqualified may be removed by the board of directors or by

the Board. No action taken by a director prior to resignation or removal shall be subject to attack on the

ground of disqualification.

(b) Directors shall receive such reasonable compensation as the by-laws may prescribe and shall serve

until their successors are elected and qualified.

(c) Directors shall be elected by the stockholders at the first meeting and thereafter at the annual

meeting or at a special meeting called for the purpose. If the charter provides for cumulative voting the

votes of each share may be cast for one person or divided among two (2) or more, as the stockholder may

choose. The person or persons having the largest number of votes shall be elected.

(d) The term of office of directors shall be one (1) year or, if the by-laws so provide, three (3) years,

in which case one-third of the directors, or as nearly one-third as possible shall be elected for each year

following the first election of directors. Vacancies at any one time to the number of one-third of the board

may be filled by vote of the board of directors until the next meeting of the stockholders. The Commissioner

may designate a director to fill a vacancy which has continued for longer than three (3) months and a

director so designated shall serve until a successor is elected and has qualified.

(e) A director may be removed by the stockholders at a meeting. Where cumulative voting for directors

is provided in the charter no director shall be removed unless the votes cast against a motion for his removal

are less than the total number of shares outstanding divided by the number of authorized directors, but all

of the directors shall be removed if a majority of the outstanding shares approves a motion for the removal

of all.

(f) The officers designated by the by-laws shall be elected by the Board of Directors. A member of the

Board of Directors shall be elected President. An officer may be removed by the Board of Directors at any

time but removal shall not prejudice any rights that he may have to damage for breach of contract of

employment.

(g) A bank shall report promptly to the Commissioner any changes among executive officers and

directors, including in its report a statement of the business and professional affiliations of new executive

officers and directors.