Iowa Code 524.606 – Removal of directors
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Terms Used In Iowa Code 524.606
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- person: means individual, corporation, limited liability company, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, or any other legal entity. See Iowa Code 4.1
- state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
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 vote of the holders of a majority of the shares entitled to vote at an election of directors. The vacancies created may be filled at the same meeting at which the removal proceedings take place.
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, has engaged in unsafe or unsound practices in conducting the business of such state bank or bank holding company, or has caused such state bank or bank holding company to violate any provision of this chapter or any other law relating to banks or banking, the superintendent may cause notice to be served upon such director, to appear before the superintendent to show cause why the director should not be removed from office. A copy of such notice shall be sent to each director of the state bank or bank holding company affected, by registered or certified mail. If, after granting the accused director a reasonable opportunity to be heard, the superintendent finds that the director violated any law relating to such state bank or bank holding company, engaged in unsafe or unsound practices in conducting the business of such state bank or bank holding company, or has caused such state bank or bank holding company to violate any provision of this chapter or any other law 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 prohibited from 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 bank holding company of which the person is a director at which time the person shall cease to be a director of the state bank or bank holding company. The resignation, termination of employment, or separation of such director, including a separation caused by the closing of the state bank or bank holding company at which the person serves as a director, does not affect the jurisdiction and authority of the superintendent to cause notice to be served and proceed under this subsection against the director, if the notice is served before the end of the six-year period beginning on the date the director ceases to be a director with the state bank.
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 by a director prior to the director’s removal shall be subject to attack on the ground of the director’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, §6; 2012 Acts, ch 1023, §157; 2022 Acts, ch 1062, §61
Referred to in §524.228, 524.602, 524.707
Removal of officers and employees; §524.707
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 vote of the holders of a majority of the shares entitled to vote at an election of directors. The vacancies created may be filled at the same meeting at which the removal proceedings take place.
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, has engaged in unsafe or unsound practices in conducting the business of such state bank or bank holding company, or has caused such state bank or bank holding company to violate any provision of this chapter or any other law relating to banks or banking, the superintendent may cause notice to be served upon such director, to appear before the superintendent to show cause why the director should not be removed from office. A copy of such notice shall be sent to each director of the state bank or bank holding company affected, by registered or certified mail. If, after granting the accused director a reasonable opportunity to be heard, the superintendent finds that the director violated any law relating to such state bank or bank holding company, engaged in unsafe or unsound practices in conducting the business of such state bank or bank holding company, or has caused such state bank or bank holding company to violate any provision of this chapter or any other law 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 prohibited from 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 bank holding company of which the person is a director at which time the person shall cease to be a director of the state bank or bank holding company. The resignation, termination of employment, or separation of such director, including a separation caused by the closing of the state bank or bank holding company at which the person serves as a director, does not affect the jurisdiction and authority of the superintendent to cause notice to be served and proceed under this subsection against the director, if the notice is served before the end of the six-year period beginning on the date the director ceases to be a director with the state bank.
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 by a director prior to the director’s removal shall be subject to attack on the ground of the director’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, §6; 2012 Acts, ch 1023, §157; 2022 Acts, ch 1062, §61
Referred to in §524.228, 524.602, 524.707
Removal of officers and employees; §524.707