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Can you summarize OHRC Chapter 1105?
Banks-Savings and Loan Associations > Banks - Board Of Directors
Short Summary
This legal document, as per the Ohio Revised Code, governs the authority, number, terms, and classes of directors in state banks. It requires that all authority of a state bank be exercised by or under the direction of the bank’s board of directors. The board of directors must consist of at least five directors, and each director holds office until the next annual meeting or until their successor is elected. The articles of incorporation or code of regulations may classify directors into two or three classes, with each class having at least two directors. The terms of office for the different classes need not be uniform. The document also specifies the qualifications for board members, requiring a majority of the directors to be outside directors, unless a company owns eighty percent or more of any class of the bank’s voting shares. The document defines an outside director as anyone who is not an employee of the state bank or the bank holding company. It prohibits persons convicted of certain crimes from serving as directors and requires directors to take an oath of office. The document also addresses fidelity bonds for officers and employees of state banks and allows the board of directors to adopt bylaws for governance. Additionally, the document outlines the requirements and procedures for board and committee meetings, including the frequency of meetings, methods of communication, and the importance of keeping minutes. It also covers the removal of directors and filling vacancies on the board of directors. No specific exemptions or penalties are mentioned in this document.
Whom does it apply to?
State banks and subsidiaries or affiliates of banks in Ohio
What does it govern?
Authority, number, terms, and classes of directors in state banks
What are exemptions?
No exemptions are mentioned.
What are the Penalties?
No specific penalties are mentioned.
Jurisdiction
Ohio