2016 Arizona Revised Statutes
Title 6 - Banks and Financial Institutions
§ 6-417 Directors

6-417. Directors

The business affairs of the association shall be exercised by its board of directors, which shall be elected, and shall exercise its powers, as follows:

1. The board of directors shall consist of the number of directors fixed by the articles of incorporation but shall be not less than five nor more than twenty-five; all directors shall be bona fide members of the association, and at all times at least two-thirds of the directors shall be residents of this state.

2. Directors shall be elected as provided in the by-laws of the association and shall serve until their successors are elected and qualified. In all elections of directors cumulative voting shall be permitted as provided in the Constitution of Arizona.

3. In the event of a vacancy on the board of directors from any cause, the remaining directors shall have full power and authority to continue the management of the association, and to fill any such vacancy.

4. The board of directors shall hold regular meetings as provided in the by-laws. Special meetings may be held as provided in the by-laws, and also upon call by the superintendent after not less than twelve hours' notice by personal or mail service to each director.

5. A majority of the board of directors shall constitute a quorum for the transaction of business unless a greater number is required in the by-laws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law, the articles of incorporation, or the by-laws.

6. The board of directors shall have all powers which are necessary and proper to enable the association to accomplish its purpose.

7. The board of directors may adopt or amend by-laws, but no by-laws shall be effective until it has been submitted to and approved by the superintendent as being in conformity with this chapter. Each adopted amendment shall be subject to the same inquiry by the superintendent as the corresponding provision in the original by-laws of the association. The superintendent may require approval by a majority vote of the members for an amendment changing the location of the business office of the association.