A. If the number of directors of a bank equals or exceeds nine, the certificate of incorporation or by-laws of the bank may provide for an executive committee of the board of directors to be appointed from time to time by the board of directors from among the directors. The executive committee shall have not less than five members. A majority of the executive committee shall constitute a quorum. Vacancies in the executive committee shall be filled by the board of directors. The board of directors may appoint one or more directors as alternate members of the executive committee to act in the absence or disability of members of the committee, and while so acting such alternate members shall have all the powers of members of the committee. Subject to the provisions of this act and of the certificate of incorporation and the by-laws of the bank, the executive committee may exercise all of the powers of the board of directors with respect to the affairs of the bank, except that the executive committee may not

(1) exercise such powers while a quorum of the board of directors is actually convened for the conduct of business;

(2) declare a dividend or approve any other distribution to stockholders;

(3) make, alter or repeal the by-laws of the bank;

(4) elect or appoint any officer or director; or

(5) exercise any other power which this act specifically provides shall be exercised by at least a majority of all the directors.

B. The minutes of each meeting of the executive committee shall be presented to the board of directors at its next meeting following such meeting of the executive committee; except that, when such meeting of the board of directors occurs within two days following the day of such meeting of the executive committee, such minutes shall, if not presented at such first meeting, be presented to the board of directors at its second meeting following such meeting of the executive committee.

L.1948, c. 67, p. 270, s. 108. Amended by L.1950, c. 160, p. 348, s. 1.