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 bank
Free access — add to your briefcase to read the full text and ask questions with AI
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.