Directors; Meetings and Duties

(a)The board of directors shall meet at least once every month. The Commissioner, a director or an executive officer may call a special meeting. A majority of the board of directors shall constitute a quorum. The board shall keep minutes of each meeting, including a record of attendance and of all votes cast by each director.

(b)The board of directors or an executive committee of not less than one-third of the board shall review at least monthly the following transactions occurring since the last review:

(1)Each loan, advance, discount, overdraft and purchase or sale of a security which exceeds in amount one-tenth of 1% of the capital and surplus of the corporation, or Twenty-Five Thousand Dollars ($25,000), whichever is larger.

(2)Every increase in loans, advances, discounts and overdrafts which exceed this amount or with the increase will exceed it and every purchase or sale of a security which, together with other such transactions in the security during the preceding two

(2)months, involves such amount.

(c)The board of directors shall examine at least once in each calendar year at intervals of not more than fifteen

(15)months, all the affairs of the territorial bank including the character and value of investments and loans, the efficiency of operating procedures and such other matters as the Commissioner prescribes. A report of the examination shall be submitted promptly to the Commissioner and shall embody such information as the Commissioner requires. The board of directors may provide that the examination shall be conducted by a committee of not less than three

(3)directors of whom none is an officer of the territorial bank and may employ the services of persons not regularly employed by the bank.

(d)A territorial bank authorized to exercise trust powers shall not accept or voluntarily relinquish a fiduciary account without the approval or ratification of the board of directors or of a committee of officers or directors designated by the board to perform this function, but the board of directors or the committee may prescribe general rules governing acceptance or relinquishment of fiduciary accounts, and action taken by an officer in accordance with these rules is sufficient approval. Any committee so designated shall keep minutes of its meetings and report at each monthly meeting of the board of directors all action taken since the previous meeting of the board. The board of directors shall designate one or more committees of not less than three

(3)qualified officers or directors to supervise the investment of fiduciary funds. No such investment shall be made, retained or disposed of without the approval of a committee. At least once in every calendar year at intervals of not more than fifteen

(15)months the committee shall review all the assets of each fiduciary account and shall determine their current value, safety and suitability and whether the investments should be modified or retained. The committee shall keep minutes of its meetings and shall report at each monthly meeting of the board of directors its conclusions on all questions considered and all action taken since the previous meeting of the board.