Section 23-48-322 - Board of directors - Standard of conduct(a)(1)(A) The affairs of any state bank shall be managed and controlled by a board of directors of not fewer than three (3) persons, who shall be selected at such times and in such manner as may be provided by its bylaws.(B) Members of the board are not required to be stockholders of the state bank or of its bank holding company unless so provided in the bylaws of the state bank.(2) The initial board may be elected by the incorporators, with the privilege of cumulative voting to have no application to the election of the initial board.(b) Any vacancy in the board of directors of any state bank shall be filled by appointment by the remaining directors, and any director so appointed shall hold office until the election of his or her successor.(c) Unless the articles of incorporation, or an amendment thereto, shall provide to the contrary, the directors shall have exclusive power to promulgate, amend, or repeal bylaws of the state bank.(d) A director of a bank which maintains its main banking office within the State of Arkansas shall discharge his or her duties as a director, including his or her duties as a member of any committees:(2) With the care an ordinary prudent person in a like position would exercise under similar circumstances; and(3) In a manner he or she reasonably believes to be in the best interest of the bank.(e) In discharging his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(1) One (1) or more officers or employees of the bank whom the director reasonably believes to be reliable and competent in the matters presented;(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or(3) A committee of the board of directors of which he or she is not a member, if the director reasonably believes the committee merits confidence.(f) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted in subsection (e) of this section unwarranted.(g) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.