Subdivision 1. Size. The business of a bank must be managed by a board of at least five directors, unless a greater number is otherwise required by law. A board of directors of a financial institution referred to in section 47.12 which has fewer than five members on August 1, 1995, is not subject to this requirement but may be increased to not more than five members by order of the commissioner of commerce.
If the number of directors exceeds nine, they may designate, semiannually, by resolution, nine of their number, a majority of whom constitutes a quorum for the transaction of business. Every director of a bank shall take and subscribe an oath to faithfully perform the official duties of a director, and not knowingly violate, or permit to be violated, any provision of law. The taking of this oath must be duly certified in the minutes of the records of the bank.
Subd. 2. Classes. In its certificate of incorporation, a corporation may establish classes of its directors and the terms for each class. No class may be elected for a term of less than one year, or more than five years, and the term of office of at least one class must expire each year.
Subd. 3. Vacancies. If the certificate of incorporation or the bylaws so provides, a vacancy in the board of directors may be filled by the remaining directors. Not more than one-third of the members of the board may be so filled in any one year except any number may be appointed to provide for at least five directors until any subsequent meeting of the shareholders.
Subd. 4. Quorum to do business. Except as otherwise provided in subdivision 1, a majority of the directors constitutes a quorum for the transaction of business.
Subd. 5. Action without meeting. Any action which might be taken at a meeting of the board of directors may be taken without a meeting if done in writing signed by all of the directors.
(7670) RL s 2986; 1927 c 260 s 1; 1965 c 171 s 7; 1981 c 220 s 9; 1982 c 473 s 10; 1983 c 250 s 5; 1986 c 444; 2005 c 69 art 1 s 11
Structure Minnesota Statutes
Section 48.02 — Capital And Surplus; Prepayment Of Capital.
Section 48.032 — Preemptive Rights.
Section 48.033 — State Banks, Liability Of Shareholders.
Section 48.04 — Increase And Reduction Of Capital.
Section 48.05 — Capital Not To Be Withdrawn; Dividends.
Section 48.055 — Issuance Of Preferred Stock, Conditions.
Section 48.056 — Reverse Stock Split.
Section 48.06 — Board Of Directors.
Section 48.07 — Officers; Appointment, Removal.
Section 48.08 — Directors And Officers, Restricted Use Of Bank Funds; Dealings With Bank.
Section 48.09 — Dividends; Surplus.
Section 48.10 — Annual Audit; Report.
Section 48.11 — Contracts, How Made.
Section 48.12 — Bonds Of Officers And Employees.
Section 48.13 — Conditions Of Bonds.
Section 48.14 — Examinations, Reports To Show Names Of Bonded Officers And Employees.
Section 48.15 — Special Powers.
Section 48.151 — Additional Powers.
Section 48.152 — State Bank Acquisition And Leasing Of Personal Property.
Section 48.153 — Installment Loans; Finance Charges; Minimum Charges.
Section 48.154 — Prepayment, Extension Of Terms.
Section 48.155 — Allowable Additional Charges.
Section 48.156 — Loan Due On Default.
Section 48.157 — Copy Of Note To Borrower.
Section 48.158 — Settlement Of Checks At Less Than Par.
Section 48.16 — Banks May Not Pledge Assets; Exceptions.
Section 48.17 — Powers Of Officers Or Employees.
Section 48.18 — Pledges Or Liens Of Assets Subject To Prior Liens.
Section 48.185 — Open End Loan Account Arrangements.
Section 48.194 — Installment Sales Contracts; Loans.
Section 48.195 — Interest Rates; Usury Limit For Depository Institutions.
Section 48.196 — Penalty For Usurious Interest.
Section 48.20 — Unauthorized Pledges, Notes, Liens Void.
Section 48.21 — Real Estate; Restrictions On Holding.
Section 48.23 — Bank Not To Lend On Its Own Stock Or Purchase Same.
Section 48.24 — Restrictions Upon Total Liabilities To A Bank.
Section 48.245 — War Veteran; Minority; Contract For Loan.
Section 48.27 — Limitation On Amount Of Deposits.
Section 48.28 — Liquidation Unless Deposits Are Reduced.
Section 48.30 — Deposits In Name Of Minor.
Section 48.301 — Multiparty Accounts.
Section 48.31 — State Banks Organized From National Banks.
Section 48.32 — State Banks Or Trust Companies May Be Members Of Federal Reserve Banks.
Section 48.33 — Execution Of Trust.
Section 48.35 — Clearinghouses.
Section 48.37 — Certificates From Commissioner.
Section 48.39 — Trust Accounts Recorded.
Section 48.40 — Subject To Orders Of Court.
Section 48.41 — Corporate Name.
Section 48.42 — Bank May Be Designated As Savings Bank.
Section 48.43 — Bank May Cease Operations; Duties Of Commissioner.
Section 48.44 — Bank May Organize As Trust Company.
Section 48.45 — Corporate Names.
Section 48.46 — Authorized Securities Purchased.
Section 48.47 — Banking And Trust Company Business.
Section 48.48 — Reports To Commissioner.
Section 48.49 — Books To Be Kept.
Section 48.512 — Procedures For Opening Checking Accounts.
Section 48.513 — Financial Intermediary Fees.
Section 48.56 — Banking Institution May Use Federal Banking Laws.
Section 48.59 — Commissioner May Accept Examinations And Reports Of Corporation.
Section 48.605 — State Banks, Employee Stock Option And Stock Purchase Plans.
Section 48.61 — Authorized Investments For State Banks And Trust Companies.
Section 48.62 — Bank May Issue Notes Or Debentures.
Section 48.63 — Security For Deposits Not Required.
Section 48.64 — Deposits Of Trust Funds.
Section 48.74 — Funds And Property Held In Fiduciary Capacity.
Section 48.88 — Violations; Penalties.
Section 48.89 — Clerical Service Corporation.
Section 48.892 — Clerical Services Offices.
Section 48.90 — Legislative Intent.
Section 48.93 — Acquisition Procedure.