(1) If a state financial institution has an insufficient number of directors to meet the minimum requirements of s. 657.021 or s. 658.33 for 30 days or longer, there are an insufficient number of executive officers, or the qualifications of the executive officers are insufficient to operate the financial institution in a safe and sound manner, the office may appoint one or more provisional directors or executive officers by order.
(2) A provisional director has all the rights and powers of a duly elected director, including the right to notice of and to vote at meetings of directors. A provisional executive officer has all the rights and powers provided in the financial institution’s articles of incorporation or bylaws, or as specified by the office in the appointment order. A provisional director or executive officer must be an impartial person and may not be a shareholder, member, or creditor of the financial institution or its affiliate. Additional qualifications, if any, may be determined by the office consistent with the financial institutions codes. Provisional directors and executive officers shall serve until the provisional director’s or executive officer’s tenure is ended by order of the office.
(3) A provisional director or executive officer is not liable for any action taken or decision made, except as provided in the financial institutions codes and s. 607.0831. If directed by the office, provisional directors and executive officers must submit reports to the office as to the financial and operating condition of the financial institution and recommendations as to appropriate corrective actions to be taken by the institution.
(4) The office shall allow reasonable compensation, if applicable, to a provisional director or executive officer appointed under this section for services rendered, and reimbursement or direct payment of all reasonable costs and expenses, which shall be paid by the financial institution. The office is not liable for any appointment, action, or decision made pursuant to this section.
History.—s. 3, ch. 2011-194.
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