205 ILCS 620/2-6.5
2021 Illinois Compiled Statutes|Chapter 205 - FINANCIAL REGULATION|205 ILCS 620/ - Corporate Fiduciary Act.|Article II - Certificate of Authority and Organization

Sec. 2-6.5.     Directors.(a) The business and affairs of a corporate fiduciary  shall  be managed by its board of directors, which shall exercise its powers  in accordance with this Section.(b) The directors shall  be  elected  as  provided  in  this  Act.  Any  omission to  elect a director or directors shall not impair any of the rights and  privileges  of the corporate fiduciary or of any person in any way interested.  The  existing  directors  shall  hold  office  until  their successors are elected  and qualify.(c) Notwithstanding the provisions of any certificate of authority  heretofore or hereafter issued, the number of directors, not fewer than 5,  may be fixed from time to time by the stockholders at any meeting of the  stockholders  called  for  the  purpose  of  electing directors  or changing  the number thereof by the affirmative vote of at least two-thirds of the  outstanding stock entitled to vote at the meeting, and the number so fixed  shall be the  board  regardless  of vacancies  until  the  number  of directors  is thereafter changed by similar action.(d) Except  as  otherwise provided in this subsection, directors shall  hold  office until the next  annual  meeting  of  the  stockholders succeeding  their  election or until their successors are elected and qualify. If the board of  directors consists of 6 or more members, in lieu of electing the  membership  of the whole board of directors annually, the by-laws of a corporate  fiduciary  may provide that the directors shall be divided into either 2 or 3 classes,  each class to be as nearly equal in number as is  possible.  The term of  office  of directors of the first class shall expire at the first annual meeting of the  stockholders after their election, that of the second class shall expire at the  second annual meeting after their election, and that of the third class, if  any,  shall expire at the third annual meeting after their election. At each annual  meeting after classification, the number of directors equal to the number of  the class whose terms expire at the time of the meeting shall be elected to  hold office until the second succeeding annual meeting if there are 2  classes  or until the third succeeding annual meeting if there are 3 classes.  Vacancies  may be filled by stockholders at a special meeting called for the purpose.  If  authorized  by  the  corporate fiduciary's by-laws or an amendment thereto,  the directors of a corporate fiduciary may  properly fill a vacancy or  vacancies  arising between stockholders' meetings, but at no time may the number of  directors  selected  to fill a vacancy in this manner during any interim period  between stockholders' meetings exceed one-third of the total membership  of the board of directors.(e) The  board  of  directors  shall hold regular meetings at least once  each month, provided that, upon prior written approval by the  Commissioner,  the  board  of  directors  may hold regular meetings less frequently than once  each month but at least once each calendar quarter. A special meeting of the  board of directors may be held as  provided  by the  by-laws.   A  special  meeting of the board of directors may also be held as provided in Section 5-5  of this Act. A majority of the board of directors shall constitute a quorum  for the transaction of business unless a greater number is required by the  by-laws.  The act of the majority of the directors present at a meeting  at  which a quorum is present shall be the act of the board of directors unless  the act of a greater number is required by the by-laws.(f) A member of the board of directors shall be elected  president. The  board of directors may appoint other officers, as the by-laws may provide,  and fix their salaries to carry on the business  of  the  corporate fiduciary.  The board of directors may make and amend by-laws (not inconsistent with  this Act) for the government of the corporate fiduciary and may, by the  affirmative vote of a majority of  the  board  of  directors,  establish  reasonable compensation  of  all  directors  for  services  to  the  corporation  as directors, officers, or  otherwise.   An  officer,  whether  elected  or  appointed  by  the  board  of  directors  or  appointed  pursuant to the by-laws, may be  removed by the board of directors at any time.(g) The board of directors shall cause suitable books  and  records of  all the corporate fiduciary's transactions to be kept.(h) The provisions of this Section do not apply to a corporate fiduciary  that is a trust department of a bank, savings bank, savings and loan  association, or foreign banking corporation issued a certificate of authority  pursuant to the Foreign Banking Office Act.    (Source: P.A. 92-485, eff. 8-23-01.)