§285. Officers and agents; election, powers, duties

A. The board of directors shall elect a president or chief executive officer, a cashier or chief financial officer, and a secretary, who shall each be a different person, and shall elect a chairman of the board. One or more vice presidents may be elected. None of the officers except the president or chief executive officer and the chairman need be a director. No person holding more than one office may sign in more than one capacity any instrument required by law to be signed by two officers.

B. The board may elect and appoint such other officers and agents as may be necessary for the business of the state bank in the manner provided by the bylaws.

C.(1) Every bank shall be deemed to have the following registered agents, who shall be the president or chief executive officer, the cashier or chief financial officer, and the secretary of the bank. Service of citation or other legal process on a bank shall be made by personal service on any one of the named registered agents. If the officer making service certifies that he is unable after diligent effort to have service made on the registered agents, then the service may be made on any officer of the bank at the main office of the bank.

(2) Every bank may also designate a corporate agent for service of process. However, if a corporate agent for service is so designated, service shall be made on such agent. The commissioner shall be notified prior to the changing or renaming of such agent.

D. The officers and agents shall have such rights and perform such duties in the management of the state bank as may be prescribed by the articles or bylaws or by the board of directors.

E. Election or appointment of an officer shall not of itself create contract rights. Any officer or agent may be removed by the board of directors with or without cause at any time, without prejudice, however, to the contract rights of the person so removed.

F. Except as otherwise provided in the articles or bylaws or by resolution of the board, the president or chief executive officer, or cashier or chief financial officer, shall have the power in the name and on behalf of the state bank to authorize the institution, prosecution, or defense of any suit or other legal proceeding; and no exception of want of authority shall lie on the part of any other party. Such persons shall have the authority in the state bank's name to direct the issuance of conservatory writs and to bond property in custodia legis, to execute bonds in connection with any legal proceedings, and to make affidavits required by law or rules of court. Such acts shall have the same force and effect as an act of the state bank itself and be binding upon it.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1991, No. 656, §1; Acts 1997, No. 42, §1; Acts 1999, No. 860, §1, eff. July 2, 1999; Acts 2001, No. 637, §1, eff. June 22, 2001; Acts 2003, No. 72, §1, eff. May 28, 2003.