Sec. 16. (a) Except as otherwise provided in section 15 of this chapter, the corporate powers of a credit corporation shall be exercised by its board of directors. The board of directors of a credit corporation consists of:

(1) thirteen (13) individuals who are elected to serve as directors by the shareholders and members of the credit corporation; and

(2) two (2) ex officio directors as provided in subsection (c).

Each elected director must be at least eighteen (18) years of age, a citizen of the United States, and a resident of Indiana.

(b) The number of directors to be elected by the shareholders of a credit corporation and the number of directors to be elected by the members of the corporation must be included in the articles of incorporation of the credit corporation.

(c) The treasurer of state and the director of the department of financial institutions shall each serve as an ex officio director of a credit corporation, with the same authority as an elected director, but without liability for that service, except for gross negligence or willful misconduct.

(d) If an elected director of a credit corporation ceases being a citizen of the United States or a resident of Indiana, the individual's position as a director of the credit corporation immediately becomes vacant.

(e) If a vacancy occurs in the elected membership of the board of directors of a credit corporation through death, resignation, or otherwise, the vacancy shall be filled in the manner prescribed in this subsection. A vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and a vacancy in the office of a director elected by the shareholders shall be filled by the directors elected by the shareholders.

(f) The board of directors of a credit corporation, by resolution adopted by a majority of the actual number of directors holding office, may establish a loan committee. Except as otherwise provided in this chapter, such a loan committee, to the extent provided in the resolution, may exercise all the authority of the board of directors over the lending operations of the credit corporation. However, only an individual who is a member of the credit corporation's board of directors or who has significant commercial lending experience may serve on the loan committee.

As added by P.L.236-1985, SEC.1.