3[(1) The Board of Directors of a subsidiary bank shall meet at such time and place and shall observe such rules of procedure in regard to the transaction of business at its meetings as may be prescribed; and the meeting of the Board of Directors may be held by participation of the directors of the Board through video-conferencing or such other electronic means, as may be presented, which are capable of recording and recognising the participation of the directors and the proceedings of such meetings are capable of being recorded and stored:
Provided that the Central Government may in consultation with the Reserve Bank, by a notification in the Official Gazette, specify the powers which shall not be exercised in a meeting of the Board of Directors held through videoconferencing or such other electronic means.]
(2) 4[The Chairman of the Board of Directors of a subsidiary bank] shall preside at every meeting of the Board of Directors of a subsidiary bank and in his absence such one of the directors as may generally or in relation to any particular meeting be authorised by the chairman in this behalf shall preside; and in the absence of the chairman and also failing such authorisation, the directors of the subsidiary bank present at the meeting shall elect one from among themselves to preside at the meeting.
Explanation.-- For the purposes of this sub-section, "absence from a meeting" means non-attendance for any reason whatsoever at the meeting or any pan of the meeting during which any business is transacted.
5[(3) All questions at the meeting of the Board of Directors of a subsidiary bank shall be decided by a majority of the votes of the directors present in the meeting or through video-conferencing or such other electronic means and in the case of equality of votes, the Chairman of Board of Directors of a, subsidiary bank or, in his absence, the person presiding at the meeting shall have a second or casting vote.";
(4) Where any of the directors specified in clauses (a) and (b) of sub-section (1) of section 25 or any of the directors, being an officer of the State Bank specified in clause (c) of that sub-section is unable to attend any meeting of the Board of Directors of a subsidiary bank, and the State Bank or any other such director as may be present at the meeting considers that the State Bank would not be adequately or effectively represented at such meeting by reason of the absence of any such, director, the State Bank or the director present may give notice in writing to that subsidiary bank--
(i) that the meeting should be adjourned to such date as may be indicated in the notice; or
(ii) that any matter, action, step or proceeding proposed to be considered taken or carried out at that meeting, should not be so considered, taken or carried out; or
(iii) that no decision should be taken at that meeting on any such matter, action, step or proceeding;
and that subsidiary bank and its Board of Directors shall be bound to comply with such notice and act accordingly.
(5) A director of a subsidiary bank who is directly or indirectly concerned or interested in any contract, loan, arrangement or proposal, entered into or proposed to be entered into or made by or on behalf of the subsidiary bank shall, at the earliest possible opportunity, disclose the nature of his interest to the Board of Directors of that bank, and any such director shall not be present at any meeting of the Board of Directors when any such contract, loan, arrangement or proposal is discussed, unless his presence is required by the other directors for the purpose of eliciting information and where any director is so required to be present, be shall not vote on any such contract, loan, arrangement or proposal:
1[Provided that nothing contained in this sub-section shall apply to such director by reason only of his being--
(i) a shareholder (other than a director) holding not more than two per cent of the paid-up capital in any public company as defined in the Companies Act, 1956, or any corporation established by or under any law for the time being in force in India or any co-operative society, with which or to which the subsidiary bank has entered into or made, or proposes to enter into or make, a contract, loan, arrangement or proposal; or
(ii) a director of the State Bank or of any other subsidiary bank being a director under clause (a) or clause (e) of sub-section (1) of section 25 or being an officer 6[of the State Bank nominated under clause (c)] of that sub-section];2[or]
2[(iii) an officer or other employee of the State Bank, or any other institution, if be is the managing director appointed under sub-section (1) of section 29 or under section 32; or
(iv) an officer or other employee of the subsidiary bank if be is a director appointed under clause (ca) or clause (cb) of sub-section (1) of the section 25.]
(6) A copy of the minutes of every meeting of the Board of Directors of a subsidiary bank, together with copies of all connected papers, shall be forwarded to the State Bank 7(* * *) as soon as possible.
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1. Substituted for former proviso by the State Associated Banks (Miscellaneous Provisions) Act, 1962 (56 of 1962), S. 3(vii) 14-l2-1962.
2. Inserted by the State Bank Laws (Amendment) Act, 1973 (48 of 1973), Section 28 w.e.f.1-7-1974.
3. Substituted for the following by the State Bank of India (Subsidiary Banks Laws) Amendment Act, 2007 (Act No. 30 of 2007)
"(1)The Board of Directors of a subsidiary bank shall meet at such time and place and shall observe such rules of procedure in regard to the transaction of business at its meetings as may be prescribed."
4. Substituted by the State Bank of India (Subsidiary Banks Laws) Amendment Act, 2007 (Act No. 30 of 2007) for the words "The chairman of the State Bank".
5. Substituted for the following by the State Bank of India (Subsidiary Banks Laws) Amendment Act, 2007 (Act No. 30 of 2007)
"(3) All questions at a meeting of the Board of Directors of a subsidiary bank shall be decided by a majority of the votes of the directors present, and in case of equality of votes, the person presiding at the meeting shall have a second or casting vote."
6. Substituted by the State Bank of India (Subsidiary Banks Laws) Amendment Act, 2007 (Act No. 30 of 2007) for the the words, brackets and letter "of the Reserve Bank or the State Bank nominated under clause (b) or clause (c)"
7. Omitted the words "and the Reserve Bank" by the State Bank of India (Subsidiary Banks Laws) Amendment Act, 2007 (Act No. 30 of 2007)