PART VIII. DIRECTORS, OFFICERS, AND EMPLOYEES

§281. Board of directors; powers, number, term

A.(1) Subject to the provisions of its articles of incorporation and bylaws, all of the powers and duties of a state bank shall be vested in, and the business and affairs of the bank shall be managed by, a board of directors of not less than five nor more than thirty natural persons as established by the articles or bylaws.

(2) The initial board of directors shall be those named in the articles accepted by the commissioner.

(3) No amendments reducing the number of directors shall have the effect of shortening the term of any incumbent director.

(4) Unless otherwise provided by the articles, the directors of a state bank shall hold office for one year or until their successors are chosen and qualified. Except as otherwise provided in the articles or bylaws, a director may succeed himself. No director shall be elected for a longer single term than five years.

B. Except as provided in R.S. 6:282(C)(3), directors other than the initial directors named in the articles shall be elected by the stockholders.

C. The number, qualifications, compensation, term of office, manner of election, time and place of meeting, and powers and duties of the directors may, subject to the provisions of this law and subject to regulations of the commissioner, be prescribed by the articles or the bylaws.

D. The articles or bylaws may provide for the appointment of honorary, advisory, or emeritus members of the board of directors and prescribe the number of and compensation for those directors. Any person appointed to such position need not satisfy the eligibility requirements provided in R.S. 6:282(A). Honorary, advisory, or emeritus directors shall have no voting power on the board of directors. Any listing of such honorary, advisory, or emeritus directors must distinguish those directors from the bank's board of directors or indicate their advisory status.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985