HARRY HUGHES, Governor

1099

(1)  A SAVINGS AND LOAN ASSOCIATION SHALL HAVE A
PRESIDENT, A SECRETARY, AND A TREASURER AND OTHER OFFICERS AS IT
MAY AUTHORIZE.

(2)  EXCEPT FOR THE PRESIDENT, WHO MAY NOT HOLD ANY
OTHER OFFICE THAN THAT OF CHAIRMAN OF THE BOARD, THE BYLAWS OF AN
ASSOCIATION MAY PROVIDE THAT THE SAME INDIVIDUAL MAY HOLD 2
OFFICES.

(3)  THE PRESIDENT SHALL BE A MEMBER OF THE BOARD OF
DIRECTORS.

(B)  BOARD OF DIRECTORS.

(1)  EXCEPT AS OTHERWISE PROVIDED IN THE BYLAWS, THE
BOARD OF DIRECTORS SHALL ELECT THE OFFICERS, FIX THEIR
COMPENSATION, AND FILL ALL VACANCIES.

(2)  BY A VOTE OF THE MAJORITY OF THE BOARD AT ANY
TIME, THE BOARD MAY REMOVE ANY OFFICER ELECTED OR APPOINTED.

(C)  OFFICERS' AUTHORITY AND DUTIES.

THE OFFICERS, AUTHORITY AND DUTIES AS BETWEEN THEMSELVES
AND THE ASSOCIATION, SHALL HAVE THE AUTHORITY AND PERFORM THE
DUTIES AS ARE PROVIDED IN THE BYLAWS, OR, IN THE ABSENCE OF A
PROVISION IN THE BYLAWS, AS ARE PROVIDED BY THE BOARD.

9-312. REASONABLENESS OF COMPENSATION AND FEES.

(A)  RESPONSIBILITY.

(1)  EXCEPT AS OTHERWISE PROVIDED IN THE BYLAWS, THE
BOARD OF DIRECTORS OF AN ASSOCIATION OR SUBSIDIARY HAS THE
RESPONSIBILITY FOR DETERMINING THE COMPENSATION OF OFFICERS OF
THE ASSOCIATION AND OR SUBSIDIARY.

(2)  COMPENSATION DETERMINED UNDER THIS SECTION MUST
BE REASONABLE AND COMMENSURATE WITH THE DUTIES AND
RESPONSIBILITIES OF THE OFFICERS.

(B)  FACTORS.

IN MAKING THE DETERMINATION CONCERNING OFFICERS, THE BOARD
OF DIRECTORS SHALL CONSIDER THE FOLLOWING FACTORS:

(1)  THE QUALIFICATIONS AND EXPERIENCES OF THE PERSON
CONCERNED;

(2)  THE COMPENSATION PAID TO OTHER PERSONS EMPLOYED
BY THE ASSOCIATION OR SUBSIDIARY;

(3)  THE COMPENSATION PAID TO PERSONS HAVING SIMILAR
DUTIES AND RESPONSIBILITIES IN OTHER ASSOCIATIONS OR
SUBSIDIARIES;