TITLE XXXV BANKS AND BANKING; LOAN ASSOCIATIONS; CREDIT UNIONS
CHAPTER 383-A BANK AND CREDIT UNION REGULATORY AND ENFORCEMENT
ARTICLE 5 Management and Operations
Section 383-A:5-505
383-A:5-505 Responsibilities of Directors and Officers of State Banks. –
(a) All of a state bank's powers shall be exercised by or under the authority of its board of directors, and the business and affairs of the state bank shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the organizational documents.
(b) The board shall establish the policies and procedures for the conduct of the affairs of the state bank and shall supervise the affairs of the state bank to ensure that those 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 the state bank's organizational documents. Neither the board of directors nor individual directors may delegate their duty to supervise the affairs of the state bank.
(c) Subject to its oversight and any limitation set forth in the organizational documents, the board of directors of a state bank may delegate to one or more persons any powers and duties that the board of directors deems appropriate. The delegation of duties and powers to or the action by a delegatee does not alone constitute a director's compliance with the standards of conduct described in subsection (b). Each delegatee shall be subject to the same standards of conduct to which a director is subject under subsection (b).
(d) Each director of a state bank shall discharge his or her duties under the same standards that exist for a director of a business corporation under the Corporation Act except that:
(1) A director of a state bank which serves as a fiduciary shall be subject to a fiduciary duty when he or she is acting on matters related to the bank's fiduciary activities; and
(2) A director of a mutual bank shall be subject to a fiduciary duty when he or she is acting on matters related to the proprietary interests of depositors or association members, as applicable.
(e) The president shall be responsible for carrying out the policies and procedures of the board and managing the day-to-day affairs of the state bank and shall be accountable to the board of directors 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 an officer of a state bank which serves as a fiduciary shall be subject to a fiduciary duty when he or she is acting on matters related to the bank's fiduciary activities.
(f) The board of directors of a bank may declare dividends from the bank's net earnings remaining after deducting all losses and expenses from the 2 most recent fiscal years. The board of directors may also declare dividends from its cumulative retained earnings from the previous fiscal years, provided that it remains well capitalized after the declaration of the dividend under the regulations of the Federal Deposit Insurance Corporation.