8-204. Directors; qualifications; duties; vacancies.
(1) The control of the business affairs of a trust company shall be vested in a board of directors of not less than five persons who shall be selected at such time and in such manner as may be provided by the articles of incorporation of the trust company and in conformity with the Nebraska Trust Company Act. Any vacancy on the board shall be filled within ninety days by appointment by the remaining directors, and any director so appointed shall serve until the next election of directors, except that if the vacancy leaves a minimum of five directors, appointment shall be optional. The person appointed to fill the vacancy shall not serve as a director until the trust company obtains approval from the Department of Banking and Finance in accordance with subsection (6) of this section.
(2) The board of directors shall select a president and secretary and shall appoint trust officers and committees as it deems necessary. No person shall act as president if such person is not a member of the board of directors. The officers and committee members shall hold their positions at the discretion of the board of directors.
(3) The board of directors shall hold at least one regular meeting in each calendar quarter and shall prepare and maintain complete and accurate minutes of the proceedings at such meetings.
(4) The board of directors shall make or cause to be made each year a thorough examination of the books, records, funds, and securities held for the trust company and customer accounts. The examination may be conducted by the members of the board of directors or the board may accept an annual audit by an accountant or accounting firm approved by the Department of Banking and Finance. Any such examination or audit must comply in scope with minimum standards established by the department.
(5) Unless the department otherwise approves, a majority of the members of the board of directors of any trust company shall be residents of this state. Reasonable efforts shall be made to acquire members of the board of directors from the county in which the trust company is located. Directors of trust companies shall be persons of good moral character and known integrity, business experience, and responsibility.
(6) No person shall act as such member of the board of directors of any trust company until the corporation applies for and obtains approval from the Department of Banking and Finance.
Source
Annotations
Control of business of a trust company is vested under this section in the board of directors. First Trust Company v. Airedale Ranch & Cattle Company, 136 Neb. 521, 286 N.W. 766 (1939).
Structure Nebraska Revised Statutes
8-101 - Transferred to section 8-101.03.
8-101.01 - Transferred to section 8-101.02.
8-104 - Director; oath; bond or insurance.
8-105 - Deputies; counsels, examiners, and assistants; salaries; bond or insurance.
8-106 - Director; rules and regulations; standards.
8-107 - Banks; books and accounts; failure to keep; penalty.
8-110 - Banks; bonds; filing; approval; requirements; open to inspection.
8-111 - Director; real estate; power to convey; execution of conveyance.
8-112 - Director; records required; disclosures prohibited; confidential records.
8-113 - Unauthorized use of word bank or its derivatives; penalty.
8-114 - Banks; corporate status required; unlawful banking; penalty.
8-115 - Banks; digital asset depositories; charter or grant of authority required.
8-115.01 - Banks; new charter; transfer of charter; procedure.
8-116 - Banks; capital stock; amount required.
8-116.01 - Banks; capital notes and debentures; issuance; conditions.
8-118 - Banks; unlawful promotion; sale of stock prior to issuance of charter; penalty.
8-119 - Capital stock; sale; compensation prohibited; false statement; penalties.
8-120 - Corporation; application to conduct, merge, or transfer bank; contents.
8-122 - Issuance of charter to transact business.
8-123 - Transferred to section 8-1902.
8-124 - Banks; board of directors; president; meetings; examination; audit.
8-124.01 - Banks; board of directors; vacancy; notice; filling; application for approval.
8-125 - Banks; board of directors; meetings; record; contents; publication.
8-126 - Bank directors; qualifications; approval by department; revocation of approval; procedure.
8-127 - List of stockholders; open to inspection; violation; penalty.
8-128 - Capital stock; increase; decrease; notice; publication; denial by director, when.
8-129 - Stockholders' meeting; director may call; notice; expense.
8-133 - Rate of interest; prohibited acts; penalties; pledge of letters of credit authorized.
8-134 - Deposits; repayment only on presentation of pass book, when; notice.
8-135 - Deposits; withdrawal methods authorized; lease of safe deposit box; section; how construed.
8-137 - Checks; certification; requirements; effect.
8-138 - Deposits; receiving when insolvent; prohibition; penalty.
8-140 - Mortgage loan originator; registration.
8-141 - Loans; limits; exceptions.
8-142 - Loans; excessive amount; violations; penalty.
8-143 - Loans; excessive amount; violations; forfeiture of charter; directors' personal liability.
8-144 - Loans or extension of credit; improper; willful and knowing violation; liability.
8-145 - Loans; other improper solicitation or receipt of benefits; unlawful inducement; penalty.
8-148.01 - Corporation operating a computer center; investment of funds; limitation.
8-148.04 - Community development investments; conditions.
8-148.05 - Qualified Canadian Government obligations; investment.
8-148.06 - Banks; subscribe, invest, buy, own, and sell stock; bank subsidiaries; limitation.
8-148.07 - Bank subsidiary; authorized activities.
8-148.08 - Bank subsidiary; examination and regulation.
8-148.10 - Digital asset depository institution; investment; conditions.
8-150 - Banks; real estate; power to acquire and convey; limitations and conditions.
8-152 - Banks; loans on real estate; authorized.
8-153 - Checks; preprinted information; cleared at par; exception.
8-157 - Branch banking; Director of Banking and Finance; powers.
8-158 - Banks; appointment as personal representative or special administrator; authorized.
8-159 - Banks; trust department; authorization.
8-160 - Banks; trust department; amendment of charter; supervision.
8-161 - Banks; trust department; application; investigation; authorization.
8-162 - Banks; trust department; separation from other departments; powers; duties.
8-162.01 - Banks; trust department; conduct of business; location.
8-162.02 - Bank; fiduciary account controlled by trust department; collateral; public funds exempt.
8-163 - Dividends; withdrawal of capital or surplus prohibited; not made; when.
8-164 - Dividends declared; conditions.
8-165 - Losses; charged to surplus fund; restoration of surplus fund; effect on dividends.
8-166 - Banks; reports to department; form; number required; verification; waiver.
8-167 - Banks; reports to department; contents.
8-168 - Banks; special reports to director.
8-169 - Banks; reports; published statements; failure to make; penalty, recovery.
8-170 - Records and files; time required to be kept; destroy, when.
8-171 - Records; destruction; liability; excuse for failure to produce.
8-174 - Records and files; destruction; applicable to national banks.
8-175 - Banks; false entry or statement; other offenses relating to books and records; penalty.
8-177 - Banks; consolidation; approval required; creditors' claims.
8-179 - National bank; reorganization as state bank; procedure; trust company business; charter.
8-180 - State bank; reorganization as national bank; vote required.
8-183.02 - State or federal savings association; plan of conversion; approval.
8-183.03 - State or federal savings association; conversion to state bank; requirements.
8-184 - Voluntary liquidation; approval required; examination; fees.
8-185 - Voluntary liquidation; procedure.
8-186 - Bank; possession; voluntary surrender to department; notice; posting; liens dissolved.
8-188 - Banks; possession by department; effective upon notice.
8-189 - Banks; attempted prevention of possession by department; penalty.
8-192 - Banks; possession by department; inventory of assets and liabilities; filing.
8-193 - Banks; redelivery of possession; bond; departmental supervision; repossession by department.
8-194 - Insolvent banks; determination; declaration by director; filing.
8-196 - Insolvent banks; liquidation; injunction; appeal; bond.
8-198 - Financial institutions; designation of receiver and liquidating agent; department; powers.
8-199 - Financial institutions; department as receiver; powers; no compensation to director.
8-1,101 - Insolvent banks; liquidation; special deputies, assistants; bond or insurance; conditions.
8-1,103 - Insolvent banks; liquidation; Director of Banking and Finance; powers.
8-1,105 - Insolvent banks; reorganization or liquidation proceedings; district judge; jurisdiction.
8-1,106 - Insolvent banks; claims; filing; time limit.
8-1,108 - Insolvent banks; claims; objections to classification; hearing.
8-1,110 - Insolvent banks; claims; priority.
8-1,111 - Insolvent banks; priority; not affected by federal deposit insurance.
8-1,112 - Insolvent banks; director; payment of dividends.
8-1,113 - Insolvent banks; liquidation expenses; allocation; certification.
8-1,116 - Insolvent banks; stockholders; restoration of solvency; conditions.
8-1,117 - Banks; impaired capital; assessments on stock to restore; preferred stock excepted.
8-1,119 - Violations; general penalty.
8-1,124 - Emergencies; terms, defined.
8-1,125 - Emergencies; proclamation; director; effect; temporary office.
8-1,126 - Emergencies; officers; powers.
8-1,127 - Emergency; proclamation; President of United States; Governor; effect.
8-1,128 - Emergency; closing; notice; contents.
8-1,129 - Emergencies; laws applicable.
8-1,133 - Bank; business of leasing personal property; subject to rules and regulations.
8-1,136 - Action to enjoin and enforce compliance.
8-1,137 - Evidence of violation; refer to prosecuting attorney.
8-1,138 - Violation of final order; liability; penalty.
8-1,139 - Misapplication of funds or assets; penalty.
8-1,141 - Controllable electronic record custody; qualified custodian; requirements.
8-1,142 - Controllable electronic record custody; rules and regulations.
8-1,143 - Controllable electronic records; courts; jurisdiction.
8-202 - Articles of incorporation; filing.
8-204 - Directors; qualifications; duties; vacancies.
8-205 - Capital stock; amount required; exception; impairment of capital stock; department; powers.
8-205.01 - Fidelity bond; requirements; director; powers and duties.
8-207 - Appointment as fiduciary, authorized; oath.
8-208 - Conveyances; execution.
8-209 - Pledge of securities with Department of Banking and Finance; amount required.
8-210 - Securities; kinds authorized; pledge with Department of Banking and Finance.
8-212 - Pledged securities; primarily liable for trust or fiduciary obligations and losses.
8-214 - Pledged securities; release upon surrender of fiduciary powers; conditions.
8-215 - Pledged securities; release upon liquidation; conditions.
8-216 - Pledged securities; interest; company's right to collect.
8-217 - Pledged securities; substitute; when required.
8-218 - Examination; powers and duties of Department of Banking and Finance.
8-218.01 - Inactive company; charter revoked; when; release of assets.
8-221 - Liquidation; insolvency; injunction to prevent transaction of business.
8-223 - Statements required; when; annual report, defined; penalty.
8-224 - Reports; form; publication; trust company; disclosure statement.
8-224.01 - Prohibited acts; violation; penalties; applicability.
8-225 - False statement or book entry; destruction or secretion of records; penalty.
8-226 - Trust terms; use restricted; penalty.
8-227 - State trust company; merger or consolidation with national banking association; procedure.
8-228 - State trust company; merger or consolidation with a national bank; effect.
8-229.01 - State trust company; merger or consolidation with state bank; procedure.
8-229.02 - State trust company; merger or consolidation with a state bank; effect.
8-232 - Designation of bank as fiduciary in a will or other instrument; effect.
8-233 - Trust company; substituted as fiduciary; accounting; transfer of assets.
8-234 - Branch trust offices authorized; procedure.
8-235 - Representative trust offices authorized; procedure.
8-301 - Supervision and control; powers of Department of Banking and Finance.
8-302 - Power to require and receive payments from members; limitations.
8-303 - Stock; ownership; limit; investment shares; loans.
8-304 - Stockholders; voting; limitations.
8-305 - Corporate name; requirements; penalty.
8-306 - Capital stock; amount; articles of incorporation; filing fees.
8-307.01 - Pensions and retirement plans; adoption.
8-309 - Stock; withdrawal; limit; funds applicable.
8-310 - Stock; withdrawal; insufficient funds to meet notices; limit of loans; requirements.
8-311 - Stock; withdrawals by borrowing members; funds applicable.
8-312 - Stock; enforcement of withdrawals by directors.
8-313 - Stock; enforced withdrawal; time; notice of intention.
8-314 - Stock; enforced withdrawal; notice of intention; contents.
8-315 - Loans; prepayment; required provisions; procedure.
8-316 - Loans; delinquency; required provisions; association's rights; computation of balance due.
8-317 - Certificates of stock; records; payments; matured stock; right to withdraw.
8-320 - Reserve funds; idle funds; investments authorized; deposit of funds in banks.
8-320.01 - Investments; service corporations.
8-321 - Loans; evidence of indebtedness; form; parity with federal associations.
8-323 - Mortgages; assignment to Home Owners' Loan Corporation authorized; condition.
8-324 - Stock; availability for purchase of real estate or payment of loan.
8-325 - Real estate; acquisition and disposal; powers; limitations.
8-327 - Dividends; how and when paid.
8-328 - Records; requirements.
8-329 - Taxation; real estate.
8-330 - Loans; charges authorized; statement; interest rate.
8-332 - Annual statement; publication; special reports; violation; penalty.
8-333 - False statement or book entry; penalty.
8-335 - Liquidation; insolvency; special shareholders' meeting; report of department.
8-336 - Liquidation; insolvency; inventory; collection of assets; expenses.
8-337 - Insolvency; reorganization; surrender of assets by Department of Banking and Finance.
8-339 - Involuntary liquidation; duty of Department of Banking and Finance.
8-340 - Rules and regulations.
8-340.01 - Executive officers and employees; bonding requirements.
8-345.01 - Automatic teller machines; authorized.
8-345.02 - New branch; limitation.
8-347 - State association; conversion into federal savings and loan association; procedure.
8-350 - Federal savings and loan association; conversion into state association; procedure.
8-353 - Federal savings and loan association; conversion into state association; effect.
8-356 - Capital stock savings and loan association, defined; capital stock; how treated.
8-357 - Definitions, sections found.
8-360 - Capital accounts, defined.
8-361 - Certificate of approval, defined.
8-363 - Existing mutual association, defined.
8-364 - Foreign association, defined.
8-365 - Net worth of a stock association, defined.
8-366 - Capital stock, defined.
8-367 - Savings deposit, defined.
8-369 - Withdrawable account, defined.
8-370 - Withdrawal value, defined.
8-371 - Capital stock association; organization; prerequisites.
8-372 - Capital stock association; application; contents.
8-374 - Department; hearing on application; notice; purpose.
8-375 - Department; issue certificate of approval; when.
8-376 - Capital stock association; transaction of business; conditions.
8-377 - Payment to person selling stock prohibited; exception.
8-380 - Conversion; plan of conversion; requirements.
8-381 - Mutual association; conversion; certificate of conversion; issuance; when effective.
8-382 - Mutual association; conversion; effect.
8-384 - Sections, how construed.
8-405 - Transferred to section 8-403.01.
8-451 - Transferred to section 8-410.02.
8-502 - Liability; determination of applicable law.
8-602 - Department of Banking and Finance; services; schedule of fees.
8-603 - Assessments, fees, and money collected by Director of Banking and Finance; use.
8-604 - Financial Institution Assessment Cash Fund; created; use; investment.
8-605 - Director of Banking and Finance; assessment; proration; special assessment.
8-701 - Banking institution; definition.
8-704 - Insolvent banks; Federal Deposit Insurance Corporation subrogated to depositors' rights.
8-705 - Examinations, reports of other examiners; Director of Banking and Finance may accept.
8-710 - Transferred to section 8-116.01.
8-713 - Investments in National Housing Act securities; general laws not applicable.
8-714 - Federal Home Loan Bank; members authorized.
8-715 - Federal Home Loan Bank members; powers.
8-716 - Federal Home Loan Bank members; tax exemption prohibited.
8-817 - Transferred to section 45-115.
8-818 - Personal loans; rate of interest allowed.
8-820 - Personal loans; credit cards; interest; service fee; fee in lieu of interest.
8-820.01 - Bank credit cards; federal most-favored-lender doctrine; public policy declaration.
8-821 - Personal loans; additional charges.
8-822 - Personal loans; method of computation; prepayment; rebates; delinquency charges.
8-826 - Personal loans; duties of department.
8-905 - Transferred to section 8-1512.
8-906 - Transferred to section 8-1513.
8-907 - Transferred to section 8-1514.
8-910 - Unlawful acts; authorized ownership or control of banks; limitation.
8-911 - Out-of-state bank holding company; acquisition of banks; conditions.
8-912 - Ownership, acquisition, or control of subsidiary in foreign state; when.
8-913 - Bank holding company; registration required; when.
8-915 - Examinations; costs; reports in lieu of examination; director; powers.
8-917 - Rules and regulations.
8-918 - Unsafe or unauthorized activities; powers of department.
8-1015 - Transferred to section 8-1001.01.
8-1101.01 - Federal rules and regulations; fair practice or ethical rules or standards; defined.
8-1102 - Fraudulent and other prohibited practices.
8-1104 - Registration of securities; exceptions.
8-1106 - Registration by coordination.
8-1107 - Registration by qualification.
8-1108 - Registration of securities; requirements; fees; effective date; reports; director, powers.
8-1108.01 - Securities; sale without registration; cease and desist order; fine; lien; hearing.
8-1109 - Registration of securities; denial, suspension, or revocation; grounds.
8-1109.01 - Registration of securities; denial, suspension, or revocation; additional grounds.
8-1110 - Securities exempt from registration.
8-1111 - Transactions exempt from registration.
8-1112 - Registrant; subject to personal jurisdiction.
8-1113 - False or misleading filings; unlawful.
8-1114 - Unlawful representation concerning merits of registration or exemption.
8-1115 - Investigations; subpoena; director; powers.
8-1115.01 - Investigation or other proceeding; prohibited acts.
8-1116 - Violations; injunction; receiver; appointment; additional court orders authorized.
8-1118 - Violations; damages; statute of limitations.
8-1121 - Exemption or exception; burden of proof.
8-1122.01 - Federal limits rejected.
8-1302 - Deposit in a clearing corporation; procedure; rules and regulations; applicability.
8-1402 - Provide records or information; costs.
8-1502 - Acquisition; notice required; exception; Director of Banking and Finance; duties.
8-1503 - Acquisition; hearing; when required; procedure.
8-1504 - Acquisition; notice; contents.
8-1505 - Acquisition; disapproval; grounds.
8-1506.01 - Financial institution, defined.
8-1507 - Cross-industry acquisition; acquisition and operation as bank subsidiary; when authorized.
8-1508 - Application by bank or bank holding company; terms and conditions.
8-1509 - Acquisition by bank holding company; prohibited; exceptions.
8-1510 - Cross-industry acquisition or merger; application; notice; hearing.
8-1512 - Bank or thrift institution; acquire credit card bank; conditions; sections, how construed.
8-1513 - Application; contents; approval; considerations; director; powers and duties.
8-1602 - Formation of bankers bank; requirements.
8-1603 - Provisions applicable.
8-1604 - Repurchase of capital stock; limitation.
8-1605 - Acquisition of stock; limitation.
8-1702 - Definitions, sections found.
8-1703 - Board of trade, defined.
8-1706 - Commodity contract, defined.
8-1707 - Commodity Exchange Act, defined.
8-1708 - Commodity Futures Trading Commission, defined.
8-1709 - Commodity merchant, defined.
8-1710 - Commodity option, defined.
8-1712 - Financial institution, defined.
8-1715 - Precious metal, defined.
8-1716 - Sale or sell, defined.
8-1717 - Sale or purchase of commodity; prohibited; exception.
8-1717.01 - Failure to make physical delivery; defense.
8-1718 - Transactions; authorized purchaser or seller.
8-1719 - Transaction; accounts or contracts authorized; director; adopt rules and regulations.
8-1720 - Commodity merchant; board of trade; requirements.
8-1722 - Liability; joint and several.
8-1723 - Securities Act of Nebraska; applicability of code.
8-1725 - Director; investigation; enforcement; powers.
8-1726 - Violations of code; director; powers.
8-1727 - Violations of code; civil remedies.
8-1728 - Violations of commodity code of foreign state; remedies.
8-1729 - Violations of code; criminal penalties; enforcement.
8-1732 - Director; adopt rules and regulations; standards.
8-1734 - Purchase, sale, or offer within state; laws applicable; exceptions.
8-1735 - Administrative proceeding; notice of intent; summary order; notice; hearing.
8-1737 - Exemption; burden of proof.
8-1902 - Name of financial institution; use of similar names unlawful; power of department.
8-1903 - Rules and regulations.
8-2002 - Sections; applicability.
8-2003 - Compliance review documents; confidentiality, exception; use in evidence.
8-2004 - Compliance review documents; confidentiality; held by governmental agency; effect.
8-2005 - Sections; how construed.
8-2103 - Nebraska state chartered bank; powers.
8-2104 - Out-of-state bank; powers; interstate merger transaction; notice; powers and duties.
8-2106 - Interstate merger transaction; when prohibited.
8-2107 - Director; powers and duties; costs.
8-2108 - Branch closing or disposal; act; how construed.
8-2202 - Transferred to section 30-3883.
8-2203 - Transferred to section 30-3884.
8-2204 - Transferred to section 30-3885.
8-2205 - Transferred to section 30-3886.
8-2209 - Transferred to section 30-3887.
8-2210 - Transferred to section 30-3888.
8-2211 - Transferred to section 30-3889.
8-2303 - Nebraska state-chartered trust company; out-of-state branch trust offices; authorized.
8-2305 - Out-of-state trust company; instate branch trust offices; authorized.
8-2306 - Out-of-state trust company; instate branch trust offices; requirements; procedure.
8-2307 - Out-of-state trust company; instate branch trust offices; director; approval.
8-2312 - Branch trust office; representative trust office; director; powers.
8-2401 - Formation; conditions.
8-2402 - Charter; grant; when.
8-2403 - Provisions applicable.
8-2501 - Written solicitation; restrictions.
8-2502 - Written solicitation; restriction on use of loan information; exception.
8-2503 - Advertisement or written solicitation; comparison authorized.
8-2504 - Violation; cease and desist order; fine.
8-2505 - Financial institution, defined.
8-2603 - Security freeze; request.
8-2608 - Consumer reporting agency; mandatory removal of security freeze; conditions.
8-2608.02 - Protected consumer; removal of security freeze; request.
8-2608.03 - Protected consumer; remove security freeze; delete record of protected consumer; when.
8-2609 - Consumer reporting agency; power with respect to fees.
8-2609.01 - Protected consumer; consumer reporting agency; power with respect to fees.
8-2612 - Consumer reporting agency; information furnished to governmental agency.
8-2613 - Act; use of credit report or information derived from file; applicability.
8-2614.01 - Protected consumer provisions; applicability.
8-2702 - Definitions, where found.
8-2704 - Authorized delegate, defined.
8-2705 - Breach of security of the system, defined.
8-2707 - Controlling person, defined.
8-2710 - Electronic instrument, defined.
8-2711 - Executive officer, defined.
8-2712 - Key shareholder, defined.
8-2714 - Material litigation, defined.
8-2715 - Monetary value, defined.
8-2716 - Money transmission, defined.
8-2717 - Nationwide Mortgage Licensing System and Registry, defined.
8-2718 - Outstanding payment instrument, defined.
8-2719 - Payment instrument, defined.
8-2720 - Permissible investments, defined.
8-2723 - Stored value, defined.
8-2724 - Licensure requirement; applicability.
8-2725 - License required; license not transferable or assignable.
8-2726 - License; applicant; qualifications; requirements.
8-2727 - License applicant; surety bond; alternate security; duration.
8-2728 - Licensee; investments required; waiver.
8-2729 - License application; form; contents.
8-2732 - Application fee; processing fee.
8-2734 - License; renewal application; licensing fee; processing fee; report; contents.
8-2735 - Licensee; notice to director; when; report; contents.
8-2738 - Licensee; books, accounts, and records.
8-2739 - Licensee; authorized delegate; contract; contents.
8-2740 - Authorized delegate; duties.
8-2744 - Violations; orders authorized.
8-2745 - Violations; penalties.
8-2746 - Rules and regulations.
8-2747 - Fees, charges, costs, and fines; disposition.
8-2906 - Financial exploitation; qualified person; notify agencies.
8-2907 - Financial exploitation; qualified person; notify third party; immunity.
8-2909 - Broker-dealer; investment adviser; provide access to records; immunity.
8-3002 - Legislative findings and declarations.
8-3004 - Director; powers and duties.
8-3006 - Digital asset depository institution; subject to other provisions of law.
8-3008 - Digital asset depository account; disclosures to customer; requirements.
8-3009 - Digital asset depository; required liquid assets.
8-3010 - Digital asset depository; compliance with state and federal laws; required.
8-3013 - Digital asset depository institution; capital and surplus requirements.
8-3017 - Application for charter or authority to operate; hearing; how conducted.
8-3018 - Application for charter or authority to operate; director; investigation and examination.
8-3020 - Conditions to commence business; compliance required; failure to commence business; effect.
8-3022 - Surety bond; pledge of assets; requirements; treatment.
8-3024 - Digital asset business activities authorized.
8-3025 - Charter or authority; suspend or revoke; grounds.
8-3026 - Charter or authority; surrendered, suspended, or revoked; effect.
8-3028 - Voluntary dissolution; procedure.
8-3029 - Reports; failure to submit as prescribed; fee.
8-3030 - Digital asset depository; officer, director, employee, or agent; removal; grounds.