2023 Michigan Compiled Laws › Chapter 487 - Financial Institutions › Act 276 of 1999 - Banking Code of 1999 (487.11101 - 487.15105) › 276-1999-3 - Chapter 3 Bank Organization and Structure (487.13101...487.13913) › 276-1999-3-5 - Part 5 Officers and Directors (487.13501...487.13507) › Section 487.13501 - Board of Directors; Election; Appointment of Officers; Meetings.

487.13501 Board of directors; election; appointment of officers; meetings.
Sec. 3501.
(1) A bank shall be managed by a board of not less than 5 nor more than 25 directors. The first board shall be elected by the incorporators at the meeting held under section 3107 before the bank is authorized to commence business. All subsequent boards shall be elected by the shareholders at the annual meeting of the shareholders or at a meeting called for that purpose as provided in the bylaws of the bank. The board of directors may fill a vacancy on the board for the remainder of the vacated term. Directors shall hold office until their successors are elected and qualified.
(2) The bylaws of the bank shall provide for the shareholder election of directors in 1 of the following methods:
(a) The shareholders annually may elect the full board of directors.
(b) The shareholders annually may elect a board of directors with not more than 2 unfilled directorships. The unfilled directorships are considered vacancies to be filled by the board of directors.
(c) The shareholders may elect directors with staggered terms of office as provided for in subsection (3).
(3) The election of directors with staggered terms of office shall be provided for in the bylaws of the bank as follows:
(a) That the directors will be divided into 2 or 3 classes, each to be as nearly equal in number as possible.
(b) The term of office of directors in the first class shall expire at the first annual meeting of shareholders 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.
(c) At each annual meeting after the classification established under subdivision (b), a number of directors equal to the number of the class whose term expires 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.
(4) The board of directors shall appoint a director as chief executive officer who shall be a full-time employee of the bank and perform duties designated by the board, and who shall serve as the chairperson of the board, unless the board designates another director to be chairperson in lieu of the chief executive officer. The board may appoint officers, who need not be members of the board, define their duties, dismiss them at pleasure, and appoint other officers to fill vacancies.
(5) Except as otherwise provided by this act, the board of directors may appoint committees of its members to perform its duties.
(6) The board of directors shall meet not less than 6 times per fiscal year in person or by means of electronic communication devices that enable all participants in a meeting to communicate with each other. The minutes of each meeting shall be kept and shall be signed by the presiding officer and the secretary of the meeting. A majority of the board of directors constitutes a quorum for the transaction of business.
(7) The commissioner may call a meeting of the board of directors of any bank, for any purpose, by giving a notice of the time, place, and purpose of the meeting at least 3 days before the meeting date to the directors by personal service, by registered or certified mail, or by other appropriate method reasonably designed to provide adequate notice.
History:
1999, Act 276, Eff. Mar. 1, 2000