Texas Finance Code - Section 33.103. Board Of Directors, Managers, Or Managing Participants
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§ 33.103. BOARD OF DIRECTORS, MANAGERS, OR MANAGING
PARTICIPANTS. (a) The board of a state bank must consist of not
fewer than five but not more than 25 directors, managers, or
managing participants, a majority of whom are residents of this
state. Except for a limited banking association in which
management has been retained by its participants, the principal
executive officer of the bank is a member of the board. The
principal executive officer acting in the capacity of a board
member is the board's presiding officer unless the board elects a
different presiding officer to perform the duties as designated by
the board.
(b) Unless the banking commissioner consents otherwise in
writing, a person may not serve as director, manager, or managing
participant of a state bank if:
(1) the bank incurs an unreimbursed loss attributable
to a charged-off obligation of or holds a judgment against:
(A) the person; or
(B) an entity that was controlled by the person
at the time of funding and at the time of default on the loan that
gave rise to the judgment or charged-off obligation;
(2) the person is the subject of an order described by
Section 35.007(a); or
(3) the person has been convicted of a felony.
(c) If a state bank other than a limited banking association
operated by managing participants does not elect directors or
managers before the 61st day after the date of its regular annual
meeting, the banking commissioner may appoint a conservator under
Chapter 35 to operate the bank and elect directors or managers, as
appropriate. If the conservator is unable to locate or elect
persons willing and able to serve as directors or managers, the
banking commissioner may close the bank for liquidation.
(d) A vacancy on the board that reduces the number of
directors, managers, or managing participants to fewer than five
must be filled not later than the 30th day after the date the
vacancy occurs. A limited banking association with fewer than five
managing participants shall add one or more new participants or
elect a board of managers of not fewer than five persons to resolve
the vacancy. If the vacancy is not timely filled, the banking
commissioner may appoint a conservator under Chapter 35 to operate
the bank and elect a board of not fewer than five persons to resolve
the vacancy. If the conservator is unable to locate or elect five
persons willing and able to serve as directors or managers, the
banking commissioner may close the bank for liquidation.
(e) Before each term to which a person is elected to serve as
a director or manager of a state bank, or annually for a person who
is a managing participant, the person shall submit an affidavit for
filing in the minutes of the bank 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 an officer,
director, manager, managing participant, or employee of the bank to
violate any law applicable to the conduct of business of the bank;
and
(3) will diligently perform the duties of the
position.
(f) The banking commissioner in the exercise of discretion
may waive or reduce the residency requirements for directors set
forth in Subsection (a).
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 1999, 76th Leg., ch. 344, § 2.0115, eff. Sept. 1, 1999;
Acts 2001, 77th Leg., ch. 412, § 2.10, eff. Sept. 1, 2001.
Section: 33.003 33.004 33.005 33.006 33.007 33.101 33.102 33.103 33.104 33.105 33.106 33.107 33.108 33.109 33.201
Last modified: August 10, 2007
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