§ 54C-101.  Directors.

(a) The corporate powers of a State savings bank shall be exercised by, or under the authority of, its board of directors, and the business and affairs of the State savings bank shall be managed by, or under the direction of, its board of directors.

(a1) The directors of a mutual savings bank shall be elected by the members at an annual meeting, held under G.S. 54C-106, for any terms as the bylaws of the savings bank may provide. Directors' terms may be classified in the certificate of incorporation. Voting for directors by deposit account holders shall be weighted according to the total amount of deposit accounts held by the members, subject to any maximum number of votes per member that a savings bank may choose to prescribe in its bylaws. Voting rights for borrowers shall be fully prescribed in a detailed manner in the bylaws of the savings bank.

(b) The directors of a stock savings bank shall be elected by the stockholders at an annual meeting, held under G.S. 54C-106, for any terms as the bylaws of the savings bank may provide. Directors' terms may be classified in the certificate of incorporation.

(c) Repealed by Session Laws 2026-31, s. 13.2(e), effective July 2, 2026.

(d) A State savings bank shall have no fewer than five directors. For good cause shown, the Commissioner may approve boards of directors consisting of fewer than five individuals to the extent consistent with other applicable law.

(e) The board of directors shall meet at least quarterly, an executive committee shall meet in any month in which there is no meeting of the board of directors, and a loan committee shall meet monthly.

(f) Except to the extent this Chapter or other applicable federal or State law imposes a different standard, State savings bank directors have the duties, authority, and liabilities of directors of corporations organized under Chapter 55 of the General Statutes.

(g) The board of directors of a State savings bank may appoint advisory directors to the State savings bank's branches. No advisory director is liable for acts or omissions undertaken as an advisory director under the laws applicable to the performance of the duties of a director of a State savings bank, unless and only to the extent the advisory director undertakes or is delegated authority as a director of the State savings bank.  (1991, c. 680, s. 1; 2026-31, s. 13.2(e).)