2019 US Virgin Islands Code
Title 9 - Banking
Chapter 3 - Organization and Management of Banks
§ 39. Directors and officers; stockholders' meetings

(a) The management of banks shall be under the control of a Board of Directors elected at a general meeting of the stockholders. The Board of Directors shall consist of at least five persons, one-third of the total number of whom shall be bona fide residents of the United States Virgin Islands, who shall hold office for a term of not less than one year and until their successors have been elected and have qualified. Any member of the Board of Directors may be reelected. One of the directors shall be elected president, either by the other directors or at a general meeting of the stockholders, as may be determined by the bylaws, and shall hold office until his term as director has expired and until his successor has been elected and qualified. One or more vice-presidents, who need not be directors, shall be elected in the same manner, and subject to the same conditions as to term of office.

(b) All meetings of the Board of Directors shall be held at one of the offices of the bank in the United States Virgin Islands, and no meeting shall be lawfully organized unless there are present the president or a person legally performing his duties in accordance with the articles of incorporation, and a majority of the total number of directors. At the regular meeting of the stockholders at which the Board of Directors is elected, substitute directors may also be elected in a number equal to one-half the number of regular directors. Such substitute directors shall serve in and during the absence of the regular directors and in all cases shall have the same qualifications and be subject to the same liabilities as the regular directors.

(c) At least one-third of the total number of directors shall be bona fide residents of the United States Virgin Islands, and all shall be at least 21 years of age, and shall hold shares of the bank, subscribed in their name, of a par value of not less than $1,000 which shares shall be deposited in the bank while the said directors discharge their offices. Each director and each substitute director prior to assuming the duties of his office shall take an oath that he will faithfully discharge the duties thereof, and shall comply and enforce compliance with all the provisions of this title and other laws applicable in the case, that he is the owner in good faith and in his own right of the amount of the bank's stock required for his qualification for office, which stock shall remain on deposit in the custody of the bank until all his acts as such director shall have been approved by the stockholders at a general meeting. Such oath shall be immediately transmitted to, and be filed in, the office of the Banking Board.

(d) The Board of Directors shall pass upon all matters relative to the management of the bank; upon such matters as may be referred to them by a general meeting of the stockholders; and upon such business propositions as may be made to them. They may entrust the executive officers of the bank with the decision of its current affairs.

(e) The directors of a bank, as long as they observe the rules of the mandate vested in them by law, shall be exempt from personal liability, either separately or jointly, for their acts as directors of the corporation. If losses are incurred through willful violation of the laws or bylaws of the bank, or through willful infraction of any lawful resolution adopted at its general meetings, the directors responsible for such violation or infraction shall be jointly and severally liable for the full amount of such losses, and the shares deposited as required by subsection (c) of this section shall, if necessary, be applied against such amount.

(f) Every bank shall hold at least one regular general meeting of stockholders each year, and such other special meetings as may be necessary or as may be requested by petition of stockholders representing 20 percent of the capital paid in. The time of the year, as well as the form and manner of holding regular general meetings or special meetings of stockholders, shall be provided in the bylaws; and a quorum shall consist of stockholders representing more than one-half of the capital paid in.

(g) Minutes shall be kept of each meeting of the Board of Directors, which shall be open to the inspection of the Banking Board and to bank examiners acting under authority of law, and such minutes shall not be abridged or destroyed without prior approval of the Banking Board.