(a) General powers and duties. The business and affairs of the subsidiary
holding company shall be under the direction of its board of directors.
The board of directors shall annually elect a chairman of the board
from among its members and shall designate the chairman of the board,
when present, to preside at its meeting. Directors need not be stockholders
unless the bylaws so require.
(b) Number and term. The bylaws shall set forth
a specific number of directors, not a range. The number of directors
shall be not fewer than five nor more than fifteen, unless a higher
or lower number has been authorized by the Board. Directors shall
be elected for a term of one to three years and until their successors
are elected and qualified. If a staggered board is chosen, the directors
shall be divided into two or three classes as nearly equal in number
as possible and one class shall be elected by ballot annually. In
the case of a converting or newly chartered subsidiary holding company
where all directors shall be elected at the first election of directors,
if a staggered board is chosen, the terms shall be staggered in length
from one to three years.
(c) Regular meetings. A regular meeting of
the board of directors shall be held immediately after, and at the
same place as, the annual meeting of shareholders. The board of directors
shall determine the place, frequency, time and procedure for notice
of regular meetings.
(d) Quorum. A majority of the number of directors shall constitute
a quorum for the transaction of business at any meeting of the board
of directors. 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 a greater number is prescribed by regulation
of the Board.
(e) Vacancies. Any vacancy occurring in the board of directors may be filled by
the affirmative vote of a majority of the remaining directors although
less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve only until the next election
of directors by the shareholders. Any directorship to be filled by
reason of an increase in the number of directors may be filled by
election by the board of directors for a term of office continuing
only until the next election of directors by the shareholders.
(f) Removal or resignation
of directors.
(1) At a meeting of shareholders called
expressly for that purpose, any director may be removed only for cause,
as defined in section 239.41, by a vote of the holders of a majority
of the shares then entitled to vote at an election of directors. Subsidiary
holding companies may provide for procedures regarding resignations
in the bylaws.
(2) If
less than the entire board is to be removed, no one of the directors
may be removed if the votes cast against the removal would be sufficient
to elect a director if then cumulatively voted at an election of the
class of directors of which such director is a part.
(3) Whenever the holders of the shares
of any class are entitled to elect one or more directors by the provisions
of the charter or supplemental sections thereto, the provisions of
this section shall apply, in respect to the removal of a director or
directors so elected, to the vote of the holders of the outstanding
shares of that class and not to the vote of the outstanding shares
as a whole.
(g) Executive and other committees. The board
of directors, by resolution adopted by a majority of the full board,
may designate from among its members an executive committee and one
or more other committees each of which, to the extent provided in
the resolution or bylaws of the subsidiary holding company, shall
have and may exercise all of the authority of the board of directors,
except no committee shall have the authority of the board of directors
with reference to: the declaration of dividends; the amendment of
the charter or bylaws of the subsidiary holding company; recommending
to the stockholders a plan of merger, consolidation, or conversion;
the sale, lease, or other disposition of all, or substantially all,
of the property and assets of the subsidiary holding company otherwise
than in the usual and regular course of its business; a voluntary
dissolution of the subsidiary holding company; a revocation of any
of the foregoing; or the approval of a transaction in which any member
of the executive committee, directly or indirectly, has any material
beneficial interest. The designation of any committee and the delegation
of authority thereto shall not operate to relieve the board of directors,
or any director, of any responsibility imposed by law or regulation.
(h) Notice of special meetings. Written notice of at least 24 hours regarding any special meeting
of the board of directors or of any committee designated thereby shall
be given to each director in accordance with the bylaws, although
such notice may be waived by the director. The attendance of a director
at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any meeting need be specified in the notice
or waiver of notice of such meeting. The bylaws may provide for telephonic
participation at a meeting.
(i) Action without a meeting. Any action required
or permitted to be taken by the board of directors at a meeting may
be taken without a meeting if a consent in writing, setting forth
the actions so taken, shall be signed by all of the directors.
(j) Presumption of assent. A director of the subsidiary holding company who is present at a
meeting of the board of directors at which action on any subsidiary
holding company matter is taken shall be presumed to have assented
to the action taken unless his or her dissent or abstention shall
be entered in the minutes of the meeting or unless a written dissent
to such action shall be filed with the individual acting as the secretary
of the meeting before the adjournment thereof or shall be forwarded
by registered mail to the secretary of the subsidiary holding company
within five days after the date on which a copy of the minutes of
the meeting is received. Such right to dissent shall not apply to
a director who voted in favor of such action.
(k) Age limitation on directors. A subsidiary
holding company may provide a bylaw on age limitation for directors.
Bylaws on age limitations must comply with all Federal laws, rules
and regulations.
