North Carolina § 53-352 - Board of directors.

§ 53-352. Board of directors.

All corporate powers of a State trust company shall be exercised under the authority of, and the business and affairs of a State trust company shall be managed under the direction of, a board of directors. Without the approval of the Commissioner, the board shall consist of not less than five directors. Except as specifically provided otherwise in this section, the number, election, term, and classification of the directors of a State trust company shall be governed by the provisions of Chapter 55 of the General Statutes. Before each term to which a person is elected to serve as a director of a State trust company, the person shall submit an affidavit for filing in the minutes of the State trust company stating that the person: Accepts the position; Will not knowingly violate, or knowingly permit an officer, director, or employee of the State trust company to violate, any law applicable to the conduct of business of the State trust company; and Will diligently perform the duties of a director. A person designated with a title such as advisory director is not considered a director if that person: Is not elected by the shareholders of the State trust company; and Does not vote on matters before the board of directors or any committee of the board and is not counted for purposes of determining a quorum of the board or any committee of the board. History (2001-263, s. 1; 2011-339, s. 12.) Editor's Note. - G.S. 53-332(b), as added by Session Laws 2011-339, s. 10, provides: "The Commissioner may allow a State trust company to be organized as a company other than a corporation, and, in such case, references in this Article to provisions of Chapter 55 of the General Statutes shall refer to analogous provisions of law governing the formation and operation of that State trust company." Session Laws 2011-339, s. 12, which in subsection (d), substituted "a board of directors" for "its board of directors" in the first sentence, and deleted the former third sentence, was applicable to all trusts created before, on, or after October 1, 2011. Effect of Amendments. - Session Laws 2011-339, s. 12, effective October 1, 2011, and applicable to all trusts created before, on, or after that date, in subsection (a), substituted "a board of directors" for "its board of directors" in the first sentence, and deleted the former third sentence, which read: "The shareholders of a State trust company, at any shareholders' meeting, may authorize not more than two additional directorships which may be left unfilled and to be filled in the discretion of the directors of the State trust company during the interval between shareholders' meetings."