• Section 11 Security committee; finance committee

Section 11. At the first meeting of the board of directors, after the annual meeting of shareholders, the board shall elect from its own members a security committee of at least three members, at least two of whom shall report upon all real estate offered as security for loans made by the corporation, after having examined such real estate or after it shall have been examined by one or more appraisers considered to be qualified by the directors and appointed by them for that purpose. In no case, however, shall any member of the security committee or any appraiser make an official report upon property offered as security for a loan if he has a personal interest in the property or in the proposed loan.

The security committee shall perform other duties as may be required by law, and exercise other powers as delegated to it by the board of directors. At each meeting of the board of directors, the security committee or an officer designated by it shall submit a report consisting of a detailed written statement containing the following information for the reporting period running from the closing date of the last report through the end of the calendar month immediately before the date of the meeting at which the report is submitted, the report to be filed with the records of the meeting and shall be retained for a period of 6 years from the date of the meeting. The report shall include the following:

(1) changes in reserve or contingency accounts;

(2) a list of all loans completed pursuant to power delegated by the board of directors;

(3) lists of the following loans, setting forth the total liabilities of the borrower to the corporation, both secured and unsecured:

(i) loans in excess of $50,000 each, overdue for more than 30 days, other than real estate mortgage loans, but for a bank with total assets in excess of $1,000,000,000 as of its most recent call report, any loans reportable in this category shall be those in excess of $100,000, and for a bank with total assets in excess of $10,000,000,000 as of its most recent call report, any loans reportable shall be those in excess of $1,000,000;

(ii) real estate mortgage loans on which interest is more than 6 months in arrears;

(iii) real estate mortgage loans concerning which any tax upon the underlying security has been paid by and not repaid to the corporation; and

(iv) loans secured and unsecured, and discounts of a borrower including both direct and indirect liabilities made during the reporting period which brings aggregate liabilities of the borrower to an amount in excess of $100,000, with annotation of any line of credit possessed by the borrower, but, for a bank with total assets in excess of $1,000,000,000 as of its most recent call report, the reportable threshold amount of aggregate liabilities outstanding to a single borrower shall be the greater of $500,000 or 1 per cent of undistributed capital and surplus.

Upon application in writing by the corporation the commissioner may waive or modify the information in subparagraphs (1), (2) and (3) to be included in the report.

At the first meeting the board shall elect an audit committee of not less than 3 directors who shall not be operating officers or members of the security committee. The members of the audit committee shall take an oath of office in the manner and within the period prescribed by section 9 and a record thereof shall be made and preserved as provided in said section 9. The directors shall determine the compensation, if any, to be paid to the members of the security committee and the audit committee.