TCA § 45-2-402 — Directors — Meetings and duties — Examinations and reviews — Fiduciary powers

The board of directors shall meet at least quarterly. The commissioner, one-third (1/3) of the directors, or any two (2) executive officers may call a special meeting. A majority of the board shall constitute a quorum. The board shall keep minutes of each meeting, including a record of attendance and of all votes cast by each director. The board, or an executive committee appointed by the board, shall review periodically, in a manner satisfactory to the commissioner, the lending and investment transactions occurring since the last review. The board shall cause a review, at least once in each calendar year at intervals of not more than fifteen (15) months, of all the affairs of the state bank, including the character and value of investments, loans, the efficiency of operating procedures, and any other matters as the commissioner may prescribe, with the review discussed and recorded in the minutes. Compliance with the external auditing requirements of the federal regulatory agencies shall be deemed as compliance with this subsection (c). However, the commissioner may require, at the commissioner's discretion, any state bank to obtain a financial statement audit or balance sheet audit should conditions warrant that action. A state bank authorized to exercise trust powers shall not accept or voluntarily relinquish a fiduciary account without the approval or ratification of the board or of a committee of officers or directors designated by the board to perform this function, but the board or the committee may prescribe general rules governing acceptance or relinquishment of fiduciary accounts, and action taken by an officer in accordance with these rules is sufficient approval. Any committee so designated shall keep minutes of its meetings and report at each meeting of the board all action taken since the previous meeting of the board. The board shall designate one (1) or more committees to supervise the investment of fiduciary funds. The investment shall not be made, retained or disposed of without the approval of a committee. At least once in every calendar year, at intervals of not more than fifteen (15) months, the committee shall review all the assets of each fiduciary account and shall determine their current value, safety and suitability and whether the investments should be modified or retained. The committee shall keep minutes of its meetings and shall report at each meeting of the board its conclusions on all questions considered and all action taken since the previous meeting of the board. The board of a state trust company is responsible for the proper exercise of fiduciary powers by the state trust company and each matter pertinent to the exercise of fiduciary powers, including, but not limited to: The determination of policies; The investment and disposition of property held in a fiduciary capacity; and The direction and review of the actions of each officer, employee, and committee used by the state trust company in the exercise of its fiduciary powers.