(14) The BLMA also provides statutory authority for the appointment of advisory board members, who shall not be subject to liability as directors unless they undertake to act as a director or director authority is actually delegated.
Recognizing the increasingly interconnected global economy and North Carolina's position as a leader in the financial services sector, the BLMA relaxes rules on the required composition of a bank's board of directors.
Bank directors "must satisfy eligibility requirements imposed by federal law, including Section 19 of the Federal Deposit Insurance Act." (21) The BLMA did not bring forward the Old Law's requirements that bank directors own qualifying shares, or "take and subscribe" an oath.
The BLMA confirms that bank directors are generally held to the same standard of conduct as directors of other corporations under Section 55-8-30 of the North Carolina Business Corporation Act.
(27) It appears elimination of liability would be inconsistent only with the BLMA provision holding directors liable for knowingly permitting violations of Chapter 53C.
The BLMA continues the requirements of the Old Law that a bank's board establish executive, audit committee, and loan committees.
The BLMA also provides that, if any proxies are solicited in connection with the control transaction, the Commissioner may deny the application for lack of adequate and complete disclosures about material information, or lack of a "a prominent statement that neither the control transaction nor any solicitation of such holders' votes or consents has been approved by the Commissioner and that any representation to the contrary is a criminal offense." (285) It is unclear to what extent the Commissioner will require applicants to file preliminary or definitive proxy solicitation materials for review in connection with control transactions.
The BLMA generally gives the Commissioner 60 days from the date a completed application is received to act on it, although the statute permits additional time in extraordinary circumstances.
The BLMA provides that conditions to approvals shall be enforceable against anyone receiving the approval.
The BLMA sets out somewhat different exceptions to the prior approval requirement for banks and bank holding companies.
(301) The BLMA arguably should have extended these exemptions to banks.
The BLMA provides that banks have an exception for debts previously contracted "in good faith and not for the purpose of acquiring control of the bank," subject to after-the-fact notice requirements before voting.