Meetings of board; examination of records, funds and securities; minutes

(a) The board of directors shall hold at least four regular meetings each year, at least one of which shall be held during each calendar quarter. Minutes shall be made of each directors' meeting of a bank or trust company and shall show any action taken by the directors. (b) In addition to other actions the board may take, the board shall take the following actions and note the same in the minutes: (1) Election of all officers, showing their titles and salaries; (2) approval of all regular employee compensation; (3) prior approval of all bonuses to elected officers and employees, if provided; (4) approval of all loans, including overdrafts. The board may establish a committee with authority to approve loans. The board shall approve a report from the committee summarizing all loans made since the board's last meeting; (5) review and approval of the directors' examination or audit required under K.S.A. 9-1116, and amendments thereto; (6) annual approval of all bank policies; (7) review of all state and federal regulatory examination reports received since the board's last meeting; (8) annual approval of fidelity bond and bank casualty insurance; (9) approval of bank income and expenses and securities transactions; (10) review and ratification of any committee reports; and (11) approval of dividends and a review that the dividends are in compliance with K.S.A. 9-910, and amendments thereto. (c) In addition, the board of directors or an auditor selected by the board shall make a thorough examination of the books, records, funds and securities held by the bank or trust company at each of the quarterly meetings and the result of such examination shall be recorded in detail. If the board selects an auditor, the auditor's findings shall be reported directly to the board. In lieu of the required four quarterly examinations, the board of directors may accept one annual audit by a certified public accountant or an independent auditor approved by the commissioner.