Mississippi Code 1972 (2023) › Title 81 - BANKS AND FINANCIAL INSTITUTIONS (§§ 81-1-1 — 81-29-3) › Chapter 27 - MULTISTATE, STATE AND LIMITED LIABILITY TRUST INSTITUTIONS (§§ 81-27-1.001 — 81-27-8.131) › Article 6 - ADDITIONAL DEFINITIONS; OWNERSHIP; GOVERNANCE; MERGERS (§§ 81-27-6.001 — 81-27-6.408) › Subarticle C - BOARD AND OFFICERS (§§ 81-27-6.201 — 81-27-6.211) › Section 81-27-6.203 - Board of directors, managers or managing participants

(a)
The board of a state trust company must consist of not fewer than five (5) or more than twenty-five (25) directors, managers, or managing participants, the majority of whom must be residents of this state. Except for a limited liability trust company in which management has been retained by its participants, the principal executive officer of the state trust company is a member of the board. The principal executive officer acting in the capacity of 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 commissioner consents otherwise in writing, a person may not serve as director, manager, or managing participant of a state trust company if:
(1)
The state trust company incurs an unreimbursed loss attributable to a charged-off obligation of or holds a judgment against the person or 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 has been convicted of a felony; or
(3)
The person has violated any provision of state law relating to loan of trust funds and purchase or sale of trust property by the trustee, and the violation has not been corrected.
(c)
If a state trust company other than a limited liability trust company operated by managing participants does not elect directors or managers before the sixty-first day after the date of its regular annual meeting, the commissioner may appoint a conservator under Article 6 of this chapter to operate the state trust company 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 commissioner may close the state trust company for liquidation.
(d)
A vacancy on the board that reduces the number of directors, managers, or managing participants to fewer than five (5) must be filed not later than the thirtieth day after the date the vacancy occurs. A limited liability trust company with fewer than five (5) managing participants must add one or more new participants or elect a board of managers of not fewer than five (5) persons to resolve the vacancy. After thirty (30) days after the date the vacancy occurs, the commissioner may appoint a conservator under Article 6 of this chapter to operate the state trust company and elect a board of not fewer than five (5) persons to resolve the vacancy. If the conservator is unable to locate or elect five (5) persons willing and able to serve as directors or managers, the commissioner may close the state trust company for liquidation.
(e)
Before each term to which a person is elected to serve as a director or manager of a state trust company, or annually for a person who is a managing participant, the person shall submit an affidavit for filing in the minutes of the state trust company 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 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 the position.
(f)
An advisory director or manager is not considered a director if the advisory director or manager:
(1)
Is not elected by the shareholders or participants of the state trust company;
(2)
Does not vote on matters before the board or a committee of the board and is not counted for purposes of determining a quorum of the board or committee; and
(3)
Provides solely general policy advice to the board.
Laws, 1998, ch. 437, § 1, eff. 7/1/1998.