Effective - 28 Aug 2021, 2 histories
362.247. Board, quorum — directors not physically present, counted when — rulemaking authority. — 1. A majority of the full board of directors shall constitute a quorum for the transaction of business unless another number is required by the articles of agreement, the bylaws or by law. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the articles of agreement, the bylaws or by law.
2. Unless otherwise prohibited by statute or regulation, directors may attend board meetings by telephonic conference call or video conferencing, and the bank or trust company may include in a quorum directors who are not physically present but are allowed to vote, provided the bank or trust company has a composite rating of 1 or 2 under the Uniform Financial Institutions Rating System of the Federal Financial Institution Examination Counsel (FFIEC).
3. Any director remotely attending a board meeting via telephone or video conferencing may be counted toward a quorum for such meeting and, if the director is not otherwise prohibited, may vote on matters before the bank or trust company's board so long as the meeting minutes identify the director appearing remotely and reflect that the remote director:
(1) Received formal notice of the board meeting for which he or she is attending or waived such notice as otherwise provided by law;
(2) Received the board meeting information required for each board of director's meeting as provided by section 362.275;
(3) Was alone when participating in such board meeting or was in the physical presence of no one not a director of such bank or trust company; and
(4) Was able to clearly hear such board meeting discussion from its beginning to end.
4. The director of the division of finance may promulgate additional regulations, reasonable in scope, to provide for the integrity of the board of directors' operations when directors attend board meetings remotely, the safety and soundness of the bank or trust company's operation, and the bank or trust company's interest in minimizing the cost of compliance with such regulation.
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(L. 1967 p. 445, A.L. 1999 S.B. 386, A.L. 2021 S.B. 106)