Title XIII, COMMERCE (Ch. 505 - 554I)

1. The superintendent and, upon the approval of the superintendent, any examiner or other employees of the banking division shall have the power to subpoena witnesses, to compel their attendance, to administer an oath, to examine any person under oath and to require the productio…

1. All records of the division of banking shall be public records subject to the provisions of chapter 22 , except that all papers, documents, reports, reports of examinations, and other writings relating specifically to the supervision and regulation of any state bank or other p…

1. The division of banking may preserve records, papers, or documents kept by the division or in the possession or custody of the division by any of the following means: a. Photographing or microphotographing, or otherwise reproducing upon film. b. Preserving in any electronic me…

1. The superintendent shall make a report in writing annually to the governor in the manner and within the time required by chapter 7A . 2. In addition to the matters required by chapter 7A , the annual report of the superintendent shall contain: a. A summary of applications appr…

1. The superintendent may do all of the following: a. Make or cause to be made an examination of every state bank and trust company whenever in the superintendent’s judgment such examination is necessary or advisable, but in no event less frequently than once during each two-year…

1. Whenever a state bank, or any subsidiary or affiliate of a state bank that is subject to examination by the superintendent, causes to be performed for itself, by contract or otherwise, a covered service, such performance shall be subject to regulation and examination by the su…

1. A state bank subject to examination, supervision, and regulation by the superintendent shall pay to the superintendent fees, established by the superintendent, based on the costs and expenses incurred in the discharge of the duties imposed upon the superintendent by this chapt…

1. A state bank shall, upon request, render a full, clear, and accurate statement of its condition to the superintendent, in a format prescribed by the superintendent, verified by the oath of two of its officers, and attested by at least two of the directors. The superintendent m…

1. a. A state bank is not required to preserve its records for a period longer than seven years after the first day of January of the year following the time of the making or filing of such records, provided, however, that account records showing unpaid balances due to depositors…

1. Whenever the superintendent deems it necessary and advisable the superintendent may cause a meeting of the board of directors of a state bank to be held in such manner and at such time and place as the superintendent may direct. Any report of an examination required or allowed…

1. Whenever it shall appear to the superintendent that a state bank, or any director, officer, employee, or substantial shareholder of the state bank, is engaging or has engaged, or the superintendent has reasonable cause to believe that the state bank, director, officer, employe…

1. The superintendent may, without prior notice or hearings, order a state bank to cease to carry on its business whenever the superintendent determines that: a. The state bank has violated its articles of incorporation or any law of this state. b. The capital of the state bank i…

Judicial review of the actions of the superintendent may be sought in accordance with chapter 17A . However, contested case provisions of chapter 17A , the Iowa administrative procedure Act, do not apply to an action by the superintendent to order a state bank to cease to carry o…

1. The superintendent shall enforce the Iowa consumer credit code, chapter 537 , with respect to banks, as provided in sections 537.2303 , 537.2305 , and 537.6105 . 2. The superintendent shall cooperate with the administrator, and shall assist the administrator whenever necessary…

1. If it appears to the superintendent that a state bank, or any director, officer, employee, or substantial shareholder of the state bank is engaging in or is about to engage in an unsafe or unsound practice or dishonest act in conducting the business of the state bank that is l…

Whenever the superintendent determines that an emergency affecting one or more state-chartered banks or bank offices exists, or is impending, in this state or in any part or parts of this state, the superintendent may temporarily suspend applicable rules or statutes to the extent…

1. The superintendent may, by order and without prior notice, appoint a supervisor for a state bank if the superintendent determines that the state bank is in an unsafe and unsound condition and an order of supervision is necessary to protect the best interests of the state bank,…

A state bank may be incorporated under this chapter by one or more individuals eighteen years of age or older, a majority of whom shall be residents of this state and citizens of the United States. [C97, §1840, 1863; C24, 27, 31, 35, 39, § 9155, 9204; C46, 50, 54, 58, 62, 66, §52…

1. The articles of incorporation of a state bank, in the form prescribed by the superintendent, must set forth all of the following: a. The name of the state bank, that it is incorporated for the purpose of conducting the business of banking, and that it is incorporated under the…

The incorporators or organizers shall make an application to the superintendent for approval of a proposed state bank in the manner prescribed by the superintendent and shall deliver to the superintendent, together with such application: 1. The articles of incorporation. 2. Appli…

1. The incorporators or organizers of a state bank shall, within thirty days of the acceptance of the application for processing, publish notice of the proposed incorporation or organization in a newspaper of general circulation published in the municipal corporation which is pro…

1. Upon receipt of an application for approval of a state bank, the superintendent shall conduct an investigation as the superintendent deems necessary to ascertain whether: a. The articles of incorporation and supporting items satisfy the requirements of this chapter . b. The co…

1. Unless a delayed effective date or time is specified, the corporate or organizational existence of a state bank begins when the articles of incorporation, with the superintendent’s approval indicated on the articles of incorporation, are filed with the secretary of state. 2. T…

Upon incorporation of the state bank, the initial board of directors shall hold an organizational meeting within this state, at the call of a majority of the directors, to complete the organization of the state bank by electing officers, adopting bylaws, if any are to be adopted,…

1. The state bank shall not accept deposits or transact any business except such business as is incident to commencement of business, or to the obtaining of subscriptions and payment for its shares until receipt of an authorization to do business from the superintendent. The supe…

1. A state bank shall cause to be published once within two weeks after the issuance by the superintendent of the authorization to do business, in a newspaper of general circulation published in the municipal corporation which is the principal place of business of the state bank,…

1. The name of a state bank originally incorporated or organized after the effective date of this chapter shall include the word “bank” and may include the word “state” or “trust” in its name. A state bank using the word “trust” in its name must be authorized under this chapter t…

No person shall, directly or indirectly, receive or contract to receive any commission or bonus of any kind for organizing any state bank or for securing a subscription to the original capital of any state bank or to any increase thereof; provided that this section shall not be c…

1. A state bank originally incorporated or organized pursuant to this chapter shall have its principal place of business within the state of Iowa. 2. A state bank may, with the prior written approval of the superintendent, change the location of its principal place of business to…

A state bank may adopt bylaws. The power to adopt, amend, or repeal bylaws or adopt new bylaws is vested in the board of directors unless reserved to the shareholders by the articles of incorporation. The bylaws of a state bank may contain any provisions for the regulation and ma…

The superintendent may adopt rules to ensure that a state bank incorporated as a mutual corporation is operating in a safe and sound manner and is subject to the superintendent’s authority in the same manner as a state bank incorporated as a stock corporation. 2012 Acts, ch 1017,…

1. The minimum capital structure of a state bank existing and operating on July 1, 1995, shall not be less than the amount required by law prior to that date. 2. The minimum capital structure of a state bank incorporated after July 1, 1995, or organized after July 1, 2004, pursua…

1. A state bank, with the prior approval of the superintendent and the affirmative vote of the holders of a majority of the shares entitled to vote, may issue capital notes or debentures. The amounts, maturities, rate of interest, relative rights with other creditors, and other t…

1. A state bank incorporated as a stock corporation may increase its capital structure or effect an allocation of amounts within its capital structure by the use of any of the following methods: a. Sale of authorized but unissued shares. b. Transfer of surplus or undivided profit…

1. The articles of incorporation of a state bank incorporated as a stock corporation must prescribe the classes of shares and series of shares within a class and the number of shares of each class that the state bank is authorized to issue. If more than one class or series of sha…

1. If the articles of incorporation provide for such, the board of directors may determine, in whole or in part, the preferences, rights, and limitations within the limits set forth in section 524.521 , of either of the following: a. A class of shares before the issuance of any s…

1. The shares of a state bank incorporated as a stock corporation shall be represented by certificates signed by such officers, employees, or agents as are authorized by the articles of incorporation or bylaws to sign. If no contrary provisions are made in the articles of incorpo…

Except in the case of a distribution of shares authorized by section 524.543 or shares issued upon exchanges or conversion, common or preferred shares of a state bank may be issued only for cash in an amount not less than that approved by the superintendent. [C97, §1853; C24, 27,…

1. A subscription for shares entered into before incorporation or organization of the state bank is irrevocable for six months unless the subscription agreement provides a longer or shorter period, or all subscribers agree to revocation. 2. The board of directors may determine th…

1. A state bank incorporated as a stock corporation may issue fractions of a share or in lieu of doing so may do any of the following: a. Pay in cash the value of fractions of a share. b. Issue scrip in registered or bearer form entitling the holder to receive a full share upon s…

1. A purchaser of the shares of a state bank incorporated as a stock corporation is not liable to the state bank, its creditors, or depositors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under section 524.521 , or t…

1. The shareholders of a state bank do not have a preemptive right to acquire the state bank’s unissued shares except to the extent the articles of incorporation so provide. 2. A statement included in the articles of incorporation that “the state bank elects to have preemptive ri…

1. With the prior approval of the superintendent, a state bank may acquire its own shares. Shares acquired pursuant to this section constitute authorized but unissued shares except as provided in subsection 2 . 2. If the articles of incorporation prohibit the reissue of acquired …

A state bank shall not make any loan or extension of credit on the security of the shares of its own capital, unless such security is necessary to prevent loss upon a debt previously contracted in good faith. [C97, §1850; S13, §1850; C24, 27, §9184; C31, 35, §9221-c2; C39, § 9221…

Meetings of shareholders may be held at a place as provided in the articles of incorporation or the bylaws, or as fixed in accordance with their provisions. In the absence of any such provision, all meetings shall be held at the principal place of business of the state bank. An a…

1. Written notice stating the place, day, and hour of a meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, by or at t…