You should not have to make any reports to the IDFPR or to the FDIC about the change in director, provided that the new director is not obtaining control of the bank and a the bank is not in troubled condition (both of which would require 60 days’ written notice to the FDIC and/or to the IDFPR: 12 USC 1817(j), 205 ILCS 5/18(a)12 CFR 225.41(a)). The FDIC Act defines “control” as “the power, directly or indirectly, to direct the management or policies of an insured depositary institution or to vote 25 per centum or more of any class of voting securities of an insured depositary institution.” 12 USC 1817(j)(8)(B). (The Illinois Banking Act defines “control” similarly. 205 ILCS 5/18(h).) Under Regulation Y, “troubled condition” means that the institution has a composite rating of 4 or 5, is subject to a cease-and-desist order, or has been informed by the Federal Reserve Bank that it is in troubled condition. 12 CFR 225.71.
What are the notification requirements for replacing a retiring director?
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