524.606 Removal of directors. 1. At a meeting of shareholders expressly called for that purpose, individual directors or the entire board of directors may be removed, with or without cause, by the affirmative voteof the holders of a majority of the shares entitled to vote at an election of directors. Thevacancies created may be filled at the same meeting at which the removal proceedings takeplace. 2. a. If, in the opinion of the superintendent, any director of a state bank or bank holding company has violated any law relating to such state bank or bank holding company, hasengaged in unsafe or unsound practices in conducting the business of such state bankor bank holding company, or has caused such state bank or bank holding company toviolate any provision of this chapter or any other law relating to banks or banking, thesuperintendent may cause notice to be served upon such director, to appear before thesuperintendent to show cause why the director should not be removed from office. A copyof such notice shall be sent to each director of the state bank or bank holding companyaffected, by registered or certified mail. show cause why the director should not be removed from office. A copyof such notice shall be sent to each director of the state bank or bank holding companyaffected, by registered or certified mail. If, after granting the accused director a reasonableopportunity to be heard, the superintendent finds that the director violated any law relatingto such state bank or bank holding company, engaged in unsafe or unsound practices inconducting the business of such state bank or bank holding company, or has caused suchstate bank or bank holding company to violate any provision of this chapter or any otherlaw relating to banks or banking, the superintendent, in the superintendent’s discretion,may order that such director be removed from office, and that such director be prohibitedfrom serving in any capacity in any other state bank, bank holding company, bank affiliate,trust company, or an entity licensed under chapter 533A, 533C, 533D, 535B, 536, or 536A.A copy of the order shall be served upon such director and upon the state bank or bankholding company of which the person is a director at which time the person shall cease tobe a director of the state bank or bank holding company. ved upon such director and upon the state bank or bankholding company of which the person is a director at which time the person shall cease tobe a director of the state bank or bank holding company. The resignation, termination ofemployment, or separation of such director, including a separation caused by the closing ofthe state bank or bank holding company at which the person serves as a director, does notaffect the jurisdiction and authority of the superintendent to cause notice to be served andproceed under this subsection against the director, if the notice is served before the end ofthe six-year period beginning on the date the director ceases to be a director with the statebank. b. The decision of the superintendent shall be subject to judicial review in accordance with the terms of the Iowa administrative procedure Act, chapter 17A. No action taken bya director prior to the director’s removal shall be subject to attack on the ground of thedirector’s disqualification. [C31, 35, §9224-c2; C39, §9224.2; C46, 50, 54, 58, 62, 66, §528.18; C71, 73, 75, 77, 79, 81, §524.606] 91 Acts, ch 220, §3; 93 Acts, ch 28, §1; 95 Acts, ch 148, §64; 2003 Acts, ch 44, §114; 2006 Acts, ch 1015, §9224-c2; C39, §9224.2; C46, 50, 54, 58, 62, 66, §528.18; C71, 73, 75, 77, 79, 81, §524.606] 91 Acts, ch 220, §3; 93 Acts, ch 28, §1; 95 Acts, ch 148, §64; 2003 Acts, ch 44, §114; 2006 Acts, ch 1015, §6; 2012 Acts, ch 1023, §157; 2022 Acts, ch 1062, §61 Referred to in §524.228, 524.602, 524.707Removal of officers and employees; §524.707 Sat Dec 23 01:15:04 2023 Iowa Code 2024, Section 524.606 (27, 0)
Iowa Legal Code