Section 384:3 Responsibilities of Directors or Trustees and Officers; Qualifications. - New Hampshire Statutes

   I. The governance of a state-chartered bank or savings association shall be the responsibility of the board of directors or trustees. The board shall establish the policies and procedures for the conduct of the affairs of the bank or savings association and shall supervise the affairs of the bank or savings association to ensure that such policies and procedures are being adhered to by its officers and employees and that its operations are in compliance with federal and state laws and regulations. Neither the board nor individual directors or trustees may delegate their duty to govern the bank or savings association.
   II. Each director or trustee of a state-chartered bank or savings association shall discharge his or her duties under the same standards that exist for a director of a business corporation under RSA 293-A:8.30 and RSA 293-A:8.31, except that:
      (a) A director or trustee of a bank or savings association which serves as a fiduciary shall be subject to a fiduciary duty when he or she is acting on matters related to the bank or savings association's fiduciary activities; and
      (b) A trustee of a mutual savings bank or savings association shall be subject to a fiduciary duty when he or she is acting on matters related to the proprietary interests of depositors.
   III. The president shall be responsible for carrying out the policies and procedures of the board and managing the day-to-day affairs of the bank or savings association and shall be accountable to the board of directors or trustees in the performance of his or her duties. Each officer with discretionary authority shall discharge his or her duties under the same standards that exist for an officer of a business corporation under RSA 293-A:8.42, except that any such officer of a bank or savings association which serves as a fiduciary shall be subject to a fiduciary duty when he or she is acting on matters related to the bank or savings association's fiduciary activities.
   IV. Notwithstanding any other provision of law to the contrary, a state-chartered bank or savings association shall have at least 5 directors or trustees. A majority of the directors or trustees shall be required to be citizens of and residents in the state of New Hampshire, except that this requirement shall not be applicable to the directors or trustees of a bank or savings association which is wholly owned by an out-of-state bank holding company within the meaning of RSA 384:57, VI, or to the directors of a nondepository financial institution which is wholly owned by an out-of-state corporation or other form of business entity.

Source. 1895, 105:8. PL 260:3. RL 308:3. 1947, 157:4. RSA 384:3. 1975, 54:1. 1981, 168:1. 1998, 139:3, eff. Aug. 7, 1998.