Illinois Statutes Chapter 205. Financial Regulation § 620/2-6.5. Directors

(a) The business and affairs of a corporate fiduciary shall be managed by its board of directors, which shall exercise its powers in accordance with this Section.

(b) The directors shall be elected as provided in this Act. Any omission to elect a director or directors shall not impair any of the rights and privileges of the corporate fiduciary or of any person in any way interested. The existing directors shall hold office until their successors are elected and qualify.

(c) Notwithstanding the provisions of any certificate of authority heretofore or hereafter issued, the number of directors, not fewer than 5, may be fixed from time to time by the stockholders at any meeting of the stockholders called for the purpose of electing directors or changing the number thereof by the affirmative vote of at least two-thirds of the outstanding stock entitled to vote at the meeting, and the number so fixed shall be the board regardless of vacancies until the number of directors is thereafter changed by similar action.

(d) Except as otherwise provided in this subsection, directors shall hold office until the next annual meeting of the stockholders succeeding their election or until their successors are elected and qualify. If the board of directors consists of 6 or more members, in lieu of electing the membership of the whole board of directors annually, the by-laws of a corporate fiduciary may provide that the directors shall be divided into either 2 or 3 classes, each class to be as nearly equal in number as is possible. The term of office of directors of the first class shall expire at the first annual meeting of the stockholders after their election, that of the second class shall expire at the second annual meeting after their election, and that of the third class, if any, shall expire at the third annual meeting after their election. At each annual meeting after classification, the number of directors equal to the number of the class whose terms expire at the time of the meeting shall be elected to hold office until the second succeeding annual meeting if there are 2 classes or until the third succeeding annual meeting if there are 3 classes. Vacancies may be filled by stockholders at a special meeting called for the purpose. If authorized by the corporate fiduciary's by-laws or an amendment thereto, the directors of a corporate fiduciary may properly fill a vacancy or vacancies arising between stockholders' meetings, but at no time may the number of directors selected to fill a vacancy in this manner during any interim period between stockholders' meetings exceed one-third of the total membership of the board of directors.

(e) The board of directors shall hold regular meetings at least once each month, provided that, upon prior written approval by the Commissioner, the board of directors may hold regular meetings less frequently than once each month but at least once each calendar quarter. A special meeting of the board of directors may be held as provided by the by-laws. A special meeting of the board of directors may also be held as provided in Section 5-5 of this Act. A majority of the board of directors shall constitute a quorum for the transaction of business unless a greater number is required by the by-laws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the by-laws.

(f) A member of the board of directors shall be elected president. The board of directors may appoint other officers, as the by-laws may provide, and fix their salaries to carry on the business of the corporate fiduciary. The board of directors may make and amend by-laws (not inconsistent with this Act) for the government of the corporate fiduciary and may, by the affirmative vote of a majority of the board of directors, establish reasonable compensation of all directors for services to the corporation as directors, officers, or otherwise. An officer, whether elected or appointed by the board of directors or appointed pursuant to the by-laws, may be removed by the board of directors at any time.

(g) The board of directors shall cause suitable books and records of all the corporate fiduciary's transactions to be kept.

(h) The provisions of this Section do not apply to a corporate fiduciary that is a trust department of a bank, savings bank, savings and loan association, or foreign banking corporation issued a certificate of authority pursuant to the Foreign Banking Office Act.  1