7-7-13. Board of directors -- Number -- Election -- Qualifications --
Disqualification -- Terms -- Vacancies -- Removal.
(1) The business of the association shall be directed by a board of directors of not less than
five nor more than 15 individuals, who are at least 21 years of age, elected by the members or
stockholders by a plurality of the votes of the members or stockholders present or voting by
proxy, at a duly called meeting of members or stockholders. Directors are not required to be
residents of this state or members or stockholders of the association unless its articles of
incorporation or bylaws require it.
(2) Except with the written consent of the commissioner, no person who is a bankrupt or
who has been convicted of a criminal offense involving dishonesty or a breach of trust, shall be
eligible for election or shall serve as a director or officer of an association. A director shall
automatically cease to be a director when he is adjudicated a bankrupt or is convicted of a
criminal offense as herein provided, but no action of the board of directors shall be invalidated
through the participation of the director in the action.
(3) The authorized number of directors determined by the members or stockholders or
specified in the articles of incorporation or bylaws within the limits specified in this section may
subsequently be increased or decreased only by vote of the members or stockholders.
(4) In lieu of electing the whole number of directors at one time, the articles of
incorporation or bylaws of an association may provide that the directors be divided into either two
or three classes, each class to be as nearly equal in number as possible. If divided into classes, the
terms of office of directors of the first class shall expire at the next annual meeting of members or
stockholders; those of the second class shall expire at the second annual meeting, and those of the
third class, if any, shall expire at the third annual meeting after the election from which the terms
began. At each annual meeting after the classification, the number of directors equal to the
number of directors whose terms expire at the time of the meeting shall be elected to hold office
until the second succeeding annual meeting if there be two classes, or until the third succeeding
annual meeting if there be three classes.
(5) Any vacancy among directors, not filled by the members or stockholders, may be
filled by a majority vote of the remaining directors, though less than a quorum, by electing a
director to serve until the next annual meeting of the members or stockholders, at which time a
director shall be elected to fill the vacancy. In the event of a vacancy on the board of directors
from any cause, the remaining directors shall have full power and authority to continue direction
of the association until the vacancy is filled.
(6) The term of office of each director shall extend for such time as may be specified in
the articles of incorporation or bylaws of the association or as may be specified at the election of
such director, unless the directors are classified under Subsection (4) above.
(7) At a meeting called expressly for that purpose, one or more directors or the entire
board of directors may be removed with or without cause, by a vote of the majority of the total
votes eligible to be cast by members or stockholders at the meeting. In the case of an association
having cumulative voting, if less than the entire board is to be removed, no one of the directors
may be removed if sufficient votes are cast against his removal which, if then cumulatively voted
at an election of the entire board of directors, or, if there be classes of directors, at an election of
the class of directors of which he is a part, would be sufficient to elect him.
Amended by Chapter 8, 1983 General Session
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Last revised: Thursday, May 28, 2009