1151.14 Meetings of board of directors - committees.

(A)

(1) A savings and loan association's board of directors shall meet monthly unless the savings and loan association's constitution provides for a different frequency of meetings, which shall not be less than quarterly.

(2) Division (A)(1) of this section does not prohibit either of the following:

(a) More frequent meetings of a savings and loan association's board of directors than required by division (A)(1) of this section;

(b) The superintendent of financial institutions requiring a savings and loan association's board of directors to meet more frequently than required by division (A)(1) of this section if the superintendent determines more frequent meetings are appropriate because of circumstances regarding the savings and loan association.

(B) A savings and loan association's constitution may authorize the board of directors to do both of the following:

(1) Create an executive committee or any other committee of the board of directors, each consisting of at least three directors;

(2) Delegate to an executive committee or other committee of the board of directors described in division (B)(1) of this section, any authority of the board of directors, however conferred, other than the authority to fill vacancies on the board of directors or to fill vacancies on a committee of the board of directors.

(C) All of the following apply to any executive committee or other committee described in division (B) of this section:

(1) The board of directors may appoint one or more of the directors as alternate members of a committee of the board of directors to take the place of any absent member at any meeting of the committee of the board of directors.

(2) Each committee of the board of directors serves at the pleasure of the board of directors, acts only in intervals between meetings of the board of directors, and is subject to the control and direction of the board of directors.

(3) Unless otherwise provided in the constitution or ordered by the board of directors, a committee of the board of directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.

(4) An act or authorization of an act by a committee of the board of directors that is within the authority delegated to the committee is as effective for all purposes as an act or authorization of an act done by the board of directors.

Effective Date: 03-24-1993; 04-06-2007