Oklahoma § 18-381.31 - Directors

§ 18-381.31. Directors

A. The operating and business policies of each association

shall be directed by a board of directors of not less than five nor

more than fifteen persons elected by a majority of the votes of the

members or stockholders present in person or by proxy at the annual

meeting. Directors need not be members or stockholders unless so

required by the association's certificate of incorporation or

bylaws. A majority of the directors shall be bona fide residents of

this state. Directors may be elected for a longer term than one (1)

year if the bylaws so provide, but no director may be elected for a

term longer than three (3) years, and the terms of at least two

directors shall expire each year.

B. If a vacancy occurs with respect to the board of directors,

the remaining directors, though less than a quorum, may fill such

vacancy by electing a director or directors to serve the remainder

of the unexpired term for the class of directors in which such

vacancies exist.

C. The board of directors shall meet each year, following the

annual members' or stockholders' meeting, and shall elect the

officers at such meeting. Such additional meetings of the board of

directors shall or may be held as the bylaws shall require or

permit. A majority of the directors, if present at any meeting,

shall constitute a quorum unless the bylaws otherwise provide.

Added by Laws 1970, c. 101, § 31, eff. June 1, 1970.

Amended by

Laws 1978, c. 168, § 9, eff. July 1, 1979; Laws 1986, c. 219, § 5,

emerg. eff. June 9, 1986; Laws 1987, c. 61, § 7, emerg. eff. May 4,

1987; Laws 1988, c. 65, § 20, emerg. eff. March 25, 1988; Laws 2000,

c. 81, § 31, eff. Nov. 1, 2000.

§18-381.31a. Examination of association affairs by board of

directors.

The board of directors of every association shall examine, at

least once in each calendar year at intervals of not more than

fifteen (15) months, all the affairs of the association including

the character and value of investments and loans, the efficiency of

operating procedures, and such other matters as the Commissioner

prescribes. A report of the examination shall be submitted promptly

to the Commissioner and shall embody such information as the

Commissioner requires. The board of directors may provide that such

examination shall be conducted by a committee of not less than three

Oklahoma Statutes - Title 18. Corporations

directors, by certified public accountants, or by independent

auditors responsible only to the board of directors. Such

examination shall be made when practicable without the assistance of

the executive officers of the bank or trust company. Such report of

examination shall be reviewed by the directors at the next meeting

of the board of directors.

Added by Laws 2000, c. 81, § 32, eff. Nov. 1, 2000.