81-12-87 - Fiduciary relationship of directors and officers; disclosure of personal interests; restrictions governing conduct; penalty. - Mississippi Statutes

§ 81-12-87. Fiduciary relationship of directors and officers; disclosure of personal interests; restrictions governing conduct; penalty.
 

Directors and officers occupy a fiduciary relationship to the association of which they are directors or officers, and no director or officer shall engage or participate, directly or indirectly, in any business or transaction conducted on behalf of or involving the association, which would result in a conflict of his own personal interests with those of the association which he serves. Without limitation by any of the specific provisions of any of the subsections hereof, the commissioner may require the disclosure by directors, officers and employees of any personal interest, directly or indirectly, in any business or transactions on behalf of or involving the association and of their control of or active participation in enterprises having activities related to the business of the association. The following restrictions governing the conduct of directors and officers expressly are specified, but such specification is not to be construed in any manner as excusing such persons from the observance of any other aspect of the general fiduciary duty owed by them to the association which they serve: 
 

(a) From and after January 1, 1979, no officer or director of an association shall hold office as a director or officer of another thrift institution the principal office of which is located in the association's primary lending area. 

(b) No director of an association shall receive remuneration as director except reasonable fees for service as a director or for service as a member of a committee of directors, except that nothing herein contained shall be deemed to prohibit or in any way to limit any right of a director who is also an officer or employee of or attorney for the association to receive compensation for service as an officer, employee or attorney. 

(c) Loans aggregating fifteen percent (15%) of the unimpaired capital and unimpaired surplus may be made by any association to any director or executive officer thereof, as defined in Regulation O promulgated by the Board of Governors of the Federal Reserve System, less existing direct and indirect liabilities thereto, upon affirmative approval of a majority of all directors spread on the minutes of a directors' meeting held before such loan is made, provided, such loan is made on substantially the same terms and conditions extended to other borrowers for comparable transactions. Any association may lend to any such director or executive officer thereof, upon affirmative approval of a majority of all directors spread on the minutes of a directors' meeting held before such loan is made, not more than twenty percent (20%) of the unimpaired capital and unimpaired surplus of the association, less the amount of existing direct and indirect liabilities, when secured; or when the portion thereof in excess of any amount loaned under the first provision hereof is secured by obligations of the United States government, the State of Mississippi, and the levee districts, counties, road districts, school districts, and municipalities of the State of Mississippi, obligations of any other state of the United States and other bonds of recognized character and standing, which are the subject of daily newspaper market quotations, provided such loan shall not exceed eighty percent (80%) of the market or par value (whichever is less) of the bonds or obligations offered as security. Any association may lend to any executive officer or director thereof upon affirmative approval of a majority of all directors spread on the minutes of a directors' meeting held before such loan is made, such amount as is safe and proper, when secured by warehouse receipts or shippers' order bills of lading representing actual existing values, provided the amount loaned shall not exceed eighty percent (80%) of the market value of the commodities representing the actual existing values, and loans of this nature shall be made payable on demand so that the security held therefor may be sold on any date and the proceeds thereof applied to the payment of the loan. However, an association's board of directors may, as shown in its minutes, give to an association officer the authority to make secured or unsecured loans to an executive officer or director of such association, without receiving the board's prior approval, in an amount that, when aggregated with the amount of all other extensions of credit to that person and to all related interests of that person, does not exceed the greater of Twenty-five Thousand Dollars ($25,000.00) or five percent (5%) of the association's unimpaired capital and unimpaired surplus. 
 

However, no association shall extend credit to any director or executive officer thereof, in an amount that, when aggregated with all other extensions of credit to that person and to all related interests of that person, exceeds Five Hundred Thousand Dollars ($500,000.00) without documented prior affirmative approval of a majority of its directors. 

Loans and discounts by an association to a director or executive officer thereof secured in full by funds on deposit in time or savings accounts with the lending association to the credit of the borrower shall not be restricted to the fifteen percent (15%) or twenty percent (20%) limitations herein prescribed. 

The limitations of this section shall not apply where an executive officer or director shall bona fide purchase from the association at a reasonable price real or personal property acquired by the association in payment of debts due the association, provided such transactions are approved by a majority of the board of directors, such approval to be shown in their minutes; and, in cases where loans are made by branch offices, the sum total of loans made by any branch or branches and its parent association to such executive officer or director shall be computed as against the total capital stock and surplus of the parent association and its branch or branches. Loans heretofore made to executive officers or directors may be renewed or extended if in accord with sound banking practice. 

(d) No director or officer shall have any interest, directly or indirectly, in the proceeds of a loan or investment or of a purchase or sale made by the association, unless such loan, investment, purchase or sale is authorized expressly by resolution of the board of directors, and unless such resolution is approved by vote of at least two-thirds (2/3) of the directors authorized by the association, any interested director taking no part in such vote. 

(e) No director or officer shall have any interest, directly or indirectly, in the purchase at less than its face value of any evidence of a savings account, deposit or other indebtedness issued by the association. 

(f) No director, association or officer thereof shall require, as a condition to the granting of any loan or the extension of any other service by the association, that the borrower or any other person undertake a contract of insurance or any other agreement, or understanding with respect to the furnishing of any other goods or services, with any specific company, agency or individual. 

(g) No officer or director acting as proxy for a member or stockholder of record of an association shall exercise, transfer or delegate such vote or votes in any consideration of a private benefit or advantage, direct or indirect, accruing to himself, nor shall he surrender control or pass his office to any other for any consideration of a private benefit or advantage, direct or indirect. The voting rights of members, stockholders and directors shall not be subject to sale, barter, exchange or similar transaction, either directly or indirectly. Any officer or director who violates the provisions of this section shall be held accountable to the association for any increment and subject to the criminal penalty below. 

(h) No director or officer shall solicit, accept or agree to accept, directly or indirectly, from any person other than the association any gratuity, compensation or other personal benefit for any action taken by the association or for endeavoring to procure any such action. 

(i) Any violation of the provisions of this section shall be punishable by not more than five (5) years' imprisonment or a fine of not more than Five Thousand Dollars ($5,000.00). 
 

Sources: Laws,  1977, ch. 445, § 25; reenacted, 1982, ch. 301, § 44; Laws, 1990 Ex Sess, Ch. 52, § 45; Laws, 1993, ch. 441, § 45; reenacted and amended, 1994, ch. 622, § 77; Laws, 1996, ch. 400, § 22; reenacted without change, Laws,  1997, ch. 496, § 42; reenacted without change, Laws, 2001, ch. 488, § 44, eff from and after July 1, 2001.