North Carolina General Statutes
Article 24 - Trust Companies and Interstate Trust Business.
§ 53-352 - Board of directors.

53-352. Board of directors.
(a) All corporate powers of a State trust company shall be exercised under the authority of, and the business and affairs of a State trust company shall be managed under the direction of, a board of directors. Without the approval of the Commissioner, the board shall consist of not less than five directors. Except as specifically provided otherwise in this section, the number, election, term, and classification of the directors of a State trust company shall be governed by the provisions of Chapter 55 of the General Statutes.
(b) Before each term to which a person is elected to serve as a director of a State trust company, the person shall submit an affidavit for filing in the minutes of the State trust company stating that the person:
(1) Accepts the position;
(2) Will not knowingly violate, or knowingly permit an officer, director, or employee of the State trust company to violate, any law applicable to the conduct of business of the State trust company; and
(3) Will diligently perform the duties of a director.
(c) A person designated with a title such as advisory director is not considered a director if that person:
(1) Is not elected by the shareholders of the State trust company; and
(2) Does not vote on matters before the board of directors or any committee of the board and is not counted for purposes of determining a quorum of the board or any committee of the board. (2001-263, s. 1; 2011-339, s. 12.)

Structure North Carolina General Statutes

North Carolina General Statutes

Chapter 53 - Regulation of Financial Services

Article 24 - Trust Companies and Interstate Trust Business.

§ 53-301 - Definitions.

§ 53-302 - Title and purposes.

§ 53-303 - Companies authorized to engage in trust business.

§ 53-304 - Activities not requiring a charter, license, or approval.

§ 53-305 - Trust business of State trust institution.

§ 53-306 - Trust business of out-of-state trust institution.

§ 53-307 - Trust business of foreign trust institution.

§ 53-308 - Name of trust institution.

§ 53-309 - Trust deposits of authorized trust institutions.

§ 53-310 - Offices of State trust companies.

§ 53-311 - State trust company principal office.

§ 53-312 - Trust offices; representative trust offices.

§ 53-313 - Out-of-state trust offices and representative trust offices.

§ 53-314 - Trust business through a branch or trust office.

§ 53-315 - Establishing an interstate trust office.

§ 53-316 - Acquiring an interstate trust office.

§ 53-317 - Requirement of notice.

§ 53-318 - Action on notice.

§ 53-319 - Additional trust offices; representative trust offices.

§ 53-320 - Examinations; periodic reports; cooperative agreements; assessment of fees.

§ 53-321 - Enforcement.

§ 53-322 - Notice of transactions that cause a change in control.

§ 53-323 - Foreign trust institution application for trust office or representative trust office.

§ 53-324 - Conditions for approval.

§ 53-325 - Additional trust offices and representative trust offices.

§ 53-326 - Examinations; periodic reports; cooperative agreements; assessment of fees.

§ 53-327 - Enforcement.

§ 53-328 - Notice of transactions that cause a change in control.

§ 53-329 - International agreements.

§ 53-330 - Title and purposes.

§ 53-331 - Organization and powers of State trust company.

§ 53-332 - Articles of incorporation of State trust company.

§ 53-333 - Application for State trust company charter and permission to incorporate State trust company.

§ 53-334 - Notice and investigation of charter application.

§ 53-335 - Decision on charter application and hearing.

§ 53-336 - Issuance of charter.

§ 53-337 - Required initial capital.

§ 53-338 - Subordinated notes or debentures.

§ 53-339 - Application of laws relating to general business corporations.

§ 53-340 - Investment in State trust company facilities.

§ 53-341 - Other real estate.

§ 53-342 - Securities and other investments.

§ 53-343 - Prohibited distributions, acquisitions, liens, or pledges.

§ 53-344 - Subsidiaries.

§ 53-345 - Engaging in commerce prohibited.

§ 53-346 - Lending and lease financing; conversion to State bank.

§ 53-347 - Acquisition of control.

§ 53-348 - Application regarding acquisition of control.

§ 53-349 - Decision on acquisition of control.

§ 53-350 - Appeal.

§ 53-351 - Report of changes in chief executive officer or directors.

§ 53-352 - Board of directors.

§ 53-353 - Required board meetings.

§ 53-354 - Officers.

§ 53-355 - Certain criminal offenses.

§ 53-356 - Responsibility of directors.

§ 53-357 - Record keeping.

§ 53-358 - Bonding requirements; reports of apparent crime.

§ 53-359 - Merger, share exchange, or asset transfer authority.

§ 53-360 - Merger, share exchange, or asset transfer application.

§ 53-361 - Notice and investigation of merger, share exchange, or asset transfer; decision, hearing, and appeal.

§ 53-362 - Appraisal rights of shareholders in mergers, share exchanges, or asset transfers.

§ 53-363 - Private trust companies.

§ 53-364 - Requirements to apply for and maintain status as a private trust company.

§ 53-365 - Conversion to public trust company.

§ 53-366 - Applicability of other laws to authorized trust institutions; status of State trust company.

§ 53-367 - Commissioner shall have supervision over authorized trust institutions and shall examine.

§ 53-368 - Assessment of State trust companies.

§ 53-369 - Administrative orders; penalties for violation; increase of equity capital.

§ 53-370 - Notice and opportunity for hearing.

§ 53-371 - Removal of directors, officers, and employees.

§ 53-372 - Required vote of shareholders.

§ 53-373 - Corporate procedure.

§ 53-374 - Authority to liquidate; publication.

§ 53-375 - Examination and reports.

§ 53-376 - Unclaimed property.

§ 53-377 - When Commissioner may take charge.

§ 53-378 - Directors may act.

§ 53-379 - Notice of seizure; bar to attachment of liens.

§ 53-380 - Notice to trust institutions, corporations, and others holding assets; existing liens.

§ 53-381 - Permission to resume business.

§ 53-382 - Remedy for seizure; answer to notice; injunction; appeal; and motions.

§ 53-383 - Collection of debts and claims; Commissioner succeeds to all property of the State trust company.

§ 53-384 - Bond of the Commissioner; surety; condition; minimum penalty.

§ 53-385 - Inventory.

§ 53-386 - Notice and time for filing claims.

§ 53-387 - Power to reject claims; notice; affidavit of service; action on claims.

§ 53-388 - List of claims presented, copies, and proviso.

§ 53-389 - Declaration of dividends; order of preference in distribution.

§ 53-390 - Deposit of funds collected.

§ 53-391 - Employment of counsel, accountants, and other experts; compensation.

§ 53-392 - Unclaimed dividends held in trust.

§ 53-393 - Action by the Commissioner following full settlement.

§ 53-394 - Annual report of the Commissioner; items included; reports of condition of State trust companies.

§ 53-395 - Compensation of the Commissioner's office.

§ 53-396 - Exclusive method of liquidation.

§ 53-397 - Disposition of books and records.

§ 53-398 - Destruction of books and records.

§ 53-399 - Petition for new trustee.

§ 53-400 - Report to the Secretary of State.

§ 53-401 - Provisions for conservator; duties and powers.

§ 53-402 - Examination.

§ 53-403 - Termination of conservatorship.

§ 53-404 - Rights and liabilities of conservator.

§ 53-405 - Naming of conservator not liquidation.

§ 53-406 - Sale of assets by board of jeopardized State trust company.

§ 53-407 - Authority to act as disbursing agent.

§ 53-408 - Payment to creditors.

§ 53-409 - Issuance of preferred shares by jeopardized trust company.

§ 53-410 - Commissioner to act under authority of the Commission.

§ 53-411 - Rules.

§ 53-412 - Commissioner hearings; appeals.

§ 53-413 - Civil enforcement.

§ 53-414 - Cancellation of charter.

§ 53-415 - Severability.

§ 53-420 - Affiliate transfers authorized; procedure.

§ 53-421 - Objection to affiliate transfer.

§ 53-422 - Effect of affiliate transfer.

§ 53-423 - Trust institution as agent.

§ 53-424 - Construction.