Nebraska § 8-204 - Directors; qualifications; duties; vacancies.

§ 8-204. Directors; qualifications; duties; vacancies.

(1) The control of the business affairs of a trust company shall be vested in a board of directors of not less than five persons who shall be selected at such time and in such manner as may be provided by the articles of incorporation of the trust company and in conformity with the Nebraska Trust Company Act. Any vacancy on the board shall be filled within ninety days by appointment by the remaining directors, and any director so appointed shall serve until the next election of directors, except that if the vacancy leaves a minimum of five directors, appointment shall be optional. The person appointed to fill the vacancy shall not serve as a director until the trust company obtains approval from the Department of Banking and Finance in accordance with subsection (6) of this section.

(2) The board of directors shall select a president and secretary and shall appoint trust officers and committees as it deems necessary. No person shall act as president if such person is not a member of the board of directors. The officers and committee members shall hold their positions at the discretion of the board of directors.

(3) The board of directors shall hold at least one regular meeting in each calendar quarter and shall prepare and maintain complete and accurate minutes of the proceedings at such meetings.

(4) The board of directors shall make or cause to be made each year a thorough examination of the books, records, funds, and securities held for the trust company and customer accounts. The examination may be conducted by the members of the board of directors or the board may accept an annual audit by an accountant or accounting firm approved by the Department of Banking and Finance. Any such examination or audit must comply in scope with minimum standards established by the department.

(5) Unless the department otherwise approves, a majority of the members of the board of directors of any trust company shall be residents of this state. Reasonable efforts shall be made to acquire members of the board of directors from the county in which the trust company is located. Directors of trust companies shall be persons of good moral character and known integrity, business experience, and responsibility.

(6) No person shall act as such member of the board of directors of any trust company until the corporation applies for and obtains approval from the Department of Banking and Finance.

Control of business of a trust company is vested under this section in the board of directors. First Trust Company v. Airedale Ranch & Cattle Company, 136 Neb. 521, 286 N.W. 766 (1939).