# Financial Institutions (GFI)

## Title 4. Banking Institutions -- Savings Banks

### Subtitle 5. Directors

#### Section 4-501

The business and affairs of a savings bank shall be managed under the direction of a board of directors.

#### Section 4-502

Each savings bank shall have at least 5 and not more than 30 directors, as its charter or bylaws provide.

#### Section 4-503

Each director of a savings bank shall be a member of the savings bank.

#### Section 4-504

Each director of a savings bank shall take an oath:

(1) To perform diligently and honestly the duties of the office; and

(2) Not to violate knowingly or permit knowingly a violation of any law that relates to the savings bank.

#### Section 4-505

(a) Until successors are elected and qualify, the board of directors of a savings bank consists of the individuals named as directors in the articles of incorporation.

(b)

  (1) Except as provided in paragraph (2) of this subsection, at each annual meeting of the members of a savings bank or the stockholders of a subsidiary savings bank, the members or stockholders shall elect directors to hold office until the next annual meeting and until their successors are elected and qualify.

  (2)

    (i) Subject to subparagraphs (ii) and (iii) of this paragraph, if the directors are divided into classes, the term of office may be provided in the bylaws.

    (ii) The term of office of a director may not be longer than 5 years or, in the case of an initial or substitute director, shorter than the period between annual meetings.

    (iii) The term of office of at least one class of directors shall expire each year.

#### Section 4-507

(a) Each director of a savings bank shall attend at least one half of the regularly scheduled board meetings that are held during the director's term of office.

(b)

  (1) Any director who fails to attend meetings of the board of directors as required by this section is disqualified automatically from serving as director for a succeeding term.

  (2) The Commissioner may waive the disqualification of a director if the director shows to the Commissioner good cause for the failure to attend the meetings.

#### Section 4-508

The board of directors of a savings bank may fill any vacancy on the board by electing an individual to serve until the next annual meeting of the members or the stockholders of a subsidiary bank and until a successor is elected and qualifies.

#### Section 4-509

Unless the charter or bylaws of a savings bank provide for a greater number, a majority of the directors then serving is a quorum.

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Md. Code Ann., Fin. Inst. (as displayed at mgaleg.maryland.gov, October 16, 2026)