(a) The board of directors of a trust company shall consist of at least five but not more than 25 directors, and the majority of the directors must be residents of this state. The principal executive officer of the trust company is a member of the board and the board's presiding officer unless the board elects a different presiding officer. The presiding officer shall perform the duties designated by the board.

(b) Unless the department consents in writing, a person may not serve as a director of a trust company if

(1) the trust company incurs an unreimbursed loss attributable to a charged-off obligation of the person or holds a judgment against the person or against another person who was controlled by the person when the loan that gave rise to the judgment or charged-off obligation was funded and went into default;

(2) the person has been convicted of a felony, or of another crime involving moral turpitude or breach of trust; or

(3) the person, acting as a personal representative, made a loan of trust money or other assets, or a purchase or sale of trust assets, that is voidable under AS 13.16.400 and the person has not corrected the situation.

(c) If a trust company does not elect directors before the 61st day after the date of its regular annual meeting, the department may appoint a person to operate the trust company and elect directors. If the appointed person is unable to locate or elect persons willing and able to serve as directors, the department may close the trust company for liquidation.

(d) A vacancy on a board that reduces the number of directors to fewer than five shall be filled not later than the 30th day after the date that the vacancy occurs. If the vacancy on the board is not filled within 30 days after the date that the vacancy occurs, the department may appoint a person to operate the trust company and elect a board of at least five persons. If the appointed person is unable to locate or elect five persons willing and able to serve as directors, the department may close the trust company for liquidation.

(e) Before beginning each term to which a person is elected to serve as a director of a trust company, the person shall submit an affidavit to be filed with the minutes of the trust company stating that the person, to the extent applicable,

(1) accepts the position and is not disqualified from serving in the position;

(2) will not violate or knowingly permit a director, an officer, or an employee of the trust company to violate any law applicable to the conduct of business of the trust company; and

(3) will diligently perform the duties of the position.