Section 357.10  Factors to be Considered

 

a)         In determining whether to allow a Bank to reduce the minimum number of its directors, the Commissioner of Banks and Real Estate ("Commissioner") shall consider the following factors in addition to those set forth in Section 16(2)(b) of the Illinois Banking Act [205 ILCS 5/16(2)(b)].

 

1)         the reason for the reduction in the number of directors;

 

2)         the current number of directors for the Bank as fixed by its stockholders in relation to the size of the Bank;

 

3)         the number of vacancies, if any, on the Board of Directors ("Board");

 

4)         the reason for the vacancies (i.e. death, resignation or removal);

 

5)         the length of time the vacancies have existed;

 

6)         the number of individuals who have been asked by the Bank to serve on the Board and have refused; and

 

7)         the education and experience of the individuals who are candidates for directors.

 

b)         The Commissioner shall provide a form for a bank seeking to reduce the number of required directors pursuant to this Part.

 

Section 357.20  Annual Review

 

a)         When annually reviewing a grant of authority to reduce the number of required directors, the Commissioner shall consider the following factors:

 

1)         the performance of the Bank since the reduction in the number of required directors as determined by the Commissioner's annual report of examination pursuant to Section 48(2) of the Illinois Banking Act, [205 ILCS 5/48(2)]; and

 

2)         the feasibility of the Bank obtaining additional directors to serve on the Board.

 

b)         If the Commissioner shall revoke his approval, such action shall constitute an administrative decision subject to review under 38 Ill. Adm. Code 392 (Hearings Before the Commissioner of Banks and Real Estate).