Section 137 - Removal of officer or directorThe Commissioner shall have the power to remove any officer or director of a bank, trust company, building and loan association or building and industrial development corporation subject to supervision by the Commissioner and also to prohibit such person from further participation in any manner in the conduct of the affairs of any financial institution, in accordance with the procedures and subject to the conditions and limitations set forth in this section.
(1) The Commissioner may serve written notice of intent to remove an officer or director from office or to prohibit the officer's or director's further participation in any manner in the conduct of the affairs of any financial institution if, in the opinion of the Commissioner, such officer or director has:a. Violated a law, rule, regulation or cease and desist order which has become final;b. Engaged in or participated in any unsafe or unsound practice; orc. Committed or engaged in any act, omission or practice which constitutes a breach of the officer's or director's fiduciary duties as such officer or director; and the Commissioner determines that as a result of such action by the officer or director the financial institution has suffered or probably will suffer substantial financial loss or other damage, or that the interests of depositors or shareholders could be seriously prejudiced by reason of such violation, practice or breach of fiduciary duty; provided, however, that such violation, practice or breach of fiduciary duty must be found by the Commissioner to be one involving personal dishonesty on the part of such officer or director. The Commissioner may serve written notice of intent to remove an officer or director from office or to prohibit the officer's or director's further participation in any manner in the conduct of the affairs of any financial institution if, in the opinion of the Commissioner, such officer or director has, by conduct with respect to any other business entity which resulted, or is likely to result, in substantial financial loss or other damage, evidenced such officer's or director's personal dishonesty and unfitness to continue as an officer or director.
(2) The written notice required by paragraph (1) of this section shall set forth the following: a. A statement of the facts upon which such removal or prohibition is based;b. The time and place at which a hearing shall be held thereon, which date shall be not less than 30 nor more than 60 days after the service of the notice, unless such officer or director shall request an earlier or later hearing for good cause. The Commissioner shall serve written notice, in accordance with Chapter 101 of Title 29, upon the officer or director involved and copies of such notice shall be served upon the financial institution of which he or she is an officer or director or in the conduct of whose affairs he or she has participated.(3) If the Commissioner deems it necessary for the protection of the institution or the interests of its depositors or shareholders, such written notice may suspend the officer or director from office or prohibit him from further participation in any manner in the conduct of the affairs of any financial institution.(4) Any officer or director adversely affected by a suspension or prohibition contained in a written notice pursuant to paragraph (3) of this section may apply to the Court of Chancery in the county where the financial institution of which he or she is an officer or director has its main office for a stay of such suspension or prohibition pending completion of administrative proceedings required under this section. Such court shall have jurisdiction to stay such suspension or prohibition.(5) The Commissioner shall hold a hearing at the time and place specified by the notice required under paragraph (2) of this section. Unless the officer or director affected shall appear at such hearing, the officer or director shall be deemed to have consented to the issuance of an order for the officer's or director's removal or prohibition. In the event of consent, or if upon the record made at any such hearing the Commissioner shall find that any of the grounds specified in the notice have been established, the Commissioner may issue such orders of suspension or removal from office or prohibition from participation in the conduct of the affairs of any financial institution as the Commissioner may deem appropriate. Notwithstanding any provision to the contrary such orders shall be issued not later than 30 days after the close of the hearing, if any, held pursuant to this section.(6) Any order issued pursuant to paragraph (5) of this section shall become effective at the expiration of 30 days after service upon the officer or director and the financial institution concerned; provided, however, that an order issued upon consent shall become effective within the time specified therein. In either event, such order shall remain effective and enforceable except to the extent it is stayed, modified, terminated or set aside by action of the Commissioner or a court of competent jurisdiction. (7) The Commissioner may issue written notice of a suspension or prohibition pursuant to paragraphs (2) and (5) of this section to any officer or director charged in any information, complaint or indictment with commission of or participation in a felony involving dishonesty or breach of trust, pursuant to laws of the State or of the United States. Such suspension or prohibition shall remain in effect until terminated by the Commissioner or until final disposition of such information, complaint or indictment. When a judgment of conviction with respect to such offense is entered against an officer or director, and such judgment is not subject to further appellate review, the Commissioner may issue and serve upon such officer or director an order removing the officer or director from office or prohibiting him or her from further participation in the conduct of the affairs of any financial institution except with the written consent of the Commissioner. Such order shall become effective on service upon the officer or director and the financial institution. A finding of not guilty or other disposition of the charge in this subdivision shall not preclude the Commissioner from instituting proceedings pursuant to this section on the grounds set forth in paragraph (1) of this section.Amended by Laws 2023, ch. 42,s 55, eff. 5/31/2023.61 Del. Laws, c. 544, § 3; 70 Del. Laws, c. 186, § 1; 72 Del. Laws, c. 15, § 5; 73 Del. Laws, c. 247, § 2.;