MARVIN MANDEL, Governor

1799

(1)       THE BOARD OF DIRECTORS OF A TRUST COMPANY
SHALL MANAGE ITS AFFAIRS AND EXERCISE ITS CORPORATE
POWERS.

(2)      THE ARTICLES OF INCORPORATION OR BYLAWS
MAY SPECIFY THE NUMBER OF DIRECTORS WHICH CONSTITUTE A
QUORUM, BUT THE NUMBER SHALL BE AT LEAST ONE-THIRD OF THE
DIRECTORS AND MAY NOT BE LESS THAN FOUR.

(B) FIRST DIRECTORS.

THE INCORPORATORS WHO OWN THE REQUIRED CAPITAL STOCK
UNDER §6-148(B) OF THIS SUBTITLE AND ANY ADDITIONAL
INDIVIDUALS WHOM THE INCORPORATORS NAME CONSTITUTE THE
FIRST BOARD OF DIRECTORS AND SERVE UNTIL THEIR SUCCESSORS
ARE ELECTED AND QUALIFY.

REVISOR'S NOTE: This section is new language derived
without substantive change from the first,
second, and fourth sentence of Art. 11, §60.

6-148. DIRECTORS—NUMBER; QUALIFICATIONS; OATH;
ELECTIONS; VACANCY,

(A) NUMBER.

EACH TRUST COMPANY SHALL HAVE AT LEAST FIVE AND NOT
MORE THAN 30 DIRECTORS, AS THE BYLAWS PROVIDE.

(B)   QUALIFICATIONS.

(1)   EACH DIRECTOR SHALL OWN IN GOOD FAITH AND
IN HIS NAME UNENCUMBERED SHARES OF CAPITAL STOCK OF THE
TRUST COMPANY OR OF A CORPORATION WHICH OWNS MORE THAN 80
PERCENT OF THE CAPITAL STOCK OF THE TRUST COMPANY. THE
UNENCUMBERED CAPITAL STOCK WHICH THE DIRECTOR OWNS SHALL
BE IN THE MINIMUM AMOUNT OF $500.

(2)    TO DETERMINE THE AMOUNT OF CAPITAL STOCK
OWNED BY A DIRECTOR:

(I)   ONLY THE PAR STATED VALUE OF COMMON AND
PREFERRED STOCK MAY BE CONSIDERED; AND

(II)    DEBT INSTRUMENTS OF THE TRUST COMPANY
MAY NOT BE CONSIDERED.

(C)   OATH OF OFFICE.

EACH DIRECTOR SHALL TAKE AN OATH THAT AS DIRECTOR
HE:

(1) WILL ADMINISTER DILIGENTLY AND HONESTLY
THE AFFAIRS OF THE TRUST COMPANY;