A. The affairs of a bank or trust company shall be managed by a board of directors which shall exercise its powers and be responsible for the discharge of its duties. The number of directors, which shall not be less than five, shall be fixed by the bylaws and the number so fixed shall be the board regardless of vacancies. Directors need not be stockholders of the bank or trust company unless so required by the bylaws of the bank or trust company. A director who is disqualified shall be removed by the board of directors or by the Commissioner. No action taken by a director prior to resignation or removal shall be subject to attack on the ground of the disqualification of such director.

B. Unless otherwise restricted by the certificate of incorporation or bylaws, the board of directors shall have the authority to fix a reasonable compensation for the directors.

C. Directors shall be elected by the stockholders at the first meeting and thereafter at the annual meeting or at a special meeting called for that purpose. If the certificate of incorporation or amendments thereto provide for cumulative voting, the votes of each share may be cast for one person or divided among two or more, as the stockholder may choose. The person or persons (to the number of directors to be elected) having the largest number of votes shall be elected.

D. Each director, when appointed or elected, shall take an oath that the director will, so far as the duty devolves on the director, diligently and honestly administer the affairs of such bank or trust company, and will not knowingly violate or willingly permit to be violated any of the provisions of the Oklahoma Banking Code. The oath shall be taken before a notary public, properly authorized and commissioned by the state in which the director resides, or before any other officer having an official seal and authorized by the state to administer oaths, except that the oath shall not be taken before any such notary public or other officer who is an officer of the director's bank. The oath, subscribed by the director making it, and certified by the notary public or other officer before whom it is taken, shall be immediately transmitted to the Commissioner and shall be filed and preserved in the office of the Department for a period of ten (10) years.

E. Honorary or advisory members of the board of directors may be appointed by a state bank to act in advisory capacities without the power or responsibility of final decision in matters concerning the business of the bank. Any listing of such honorary or advisory directors must distinguish between them and the bank's board of directors or indicate their advisory status.

F. The terms of office of directors shall be one (1) year. Each director shall hold office until a successor is elected and qualified or until an earlier resignation or removal. Vacancies may be filled by vote of the board of directors until the next meeting of the stockholders.

G. A director may be removed by the stockholders at a meeting. Where cumulative voting for directors is provided in the certificate of incorporation or amendment thereto, no director shall be removed unless the votes cast against a motion for the removal are less than the total number of shares outstanding divided by the number of authorized directors, but all of the directors shall be removed if a majority of the outstanding shares approves a motion for the removal of all.

H. The officers designated by the bylaws shall be elected by the board of directors. The president and managing officer shall be members of the board of directors. The president may also serve as managing officer. The board of directors of a state bank may enter into employment contracts with its officers and employees upon reasonable terms and conditions. An officer may be removed by the board of directors at any time but removal shall not prejudice any rights that the officer may have to damages for breach of contract of employment.

Added by Laws 1965, c. 161, § 711. Amended by Laws 1967, c. 258, § 6, emerg. eff. May 8, 1967; Laws 1977, c. 208, § 10, emerg. eff. June 14, 1977; Laws 1981, c. 269, § 1, eff. Jan. 1, 1982; Laws 1988, c. 166, § 6, emerg. eff. May 24, 1988; Laws 1995, c. 36, § 14, eff. July 1, 1995; Laws 1997, c. 111, § 66, eff. July 1, 1997.