Sec. 122.053. BOARD OF DIRECTORS; TERMS AND DUTIES. (a) A board of at least five members shall direct the business and affairs of a credit union. (b) The membership of the credit union shall elect the board at an annual membership meeting, from the membership, and in the manner provided by the bylaws. A board member shall hold office until a successor is qualified and elected or appointed. (c) A director shall take and subscribe to an oath or affirmation that the director: (1) will diligently and honestly perform the director's duties in administering the credit union's affairs; (2) although the director may delegate the performance of those duties, remains responsible for the performance of the duties; (3) will not knowingly violate or willingly permit the violation of an applicable law; and (4) will exercise the care and diligence reasonable and necessary to administer the affairs of the credit union in a safe and sound manner. (d) The bylaws shall prescribe the directors' terms and the board's duties. A term may not exceed three years. A director may serve more than one term. (e) The board shall meet at least once each month. (f) A director may not vote by proxy. A director may participate in and act at any meeting of the board by means of electronic communications equipment through which all persons participating in the meeting can communicate with each other. Participation in a meeting in the manner authorized by this subsection constitutes attendance at a meeting.
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