FINANCE CODE
CHAPTER 92. ORGANIZATIONAL AND FINANCIAL REQUIREMENTS
SUBCHAPTER A. GENERAL PROVISIONS
§ 92.001. APPLICABILITY OF OTHER LAW. The Texas
Business Corporation Act, the Texas Miscellaneous Corporation Laws
Act (Article 1302-1.01 et seq., Vernon's Texas Civil Statutes), and
other law relating to general business corporations apply to a
savings bank to the extent not inconsistent with this subtitle or
the proper business of a savings bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER B. INCORPORATION IN GENERAL
§ 92.051. APPLICATION TO INCORPORATE. (a) Five or
more adult residents of this state may apply to incorporate a
savings bank by submitting to the commissioner:
(1) an application to incorporate a savings bank that
is:
(A) in a form specified by the commissioner; and
(B) signed by each incorporator; and
(2) the filing fee.
(b) An application must contain:
(1) two copies of the savings bank's articles of
incorporation identifying:
(A) the name of the savings bank;
(B) the location of the principal office; and
(C) the names and addresses of the initial
directors;
(2) two copies of the savings bank's bylaws;
(3) data sufficiently detailed and comprehensive to
enable the commissioner to make findings under Section 92.058,
including statements, exhibits, and maps;
(4) other information relating to the savings bank and
its operation that the finance commission by rule requires; and
(5) financial information about each applicant,
incorporator, director, officer, or shareholder that the finance
commission by rule requires.
(c) Financial information described by Subsection (b) is
confidential and not subject to public disclosure unless the
commissioner finds that disclosure is necessary and in the public
interest.
(d) The articles of incorporation and statements of fact
must be signed and sworn to.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 35, eff. Sept. 1, 2001.
§ 92.052. ADDITIONAL REQUIREMENTS FOR CAPITAL STOCK
SAVINGS BANK. (a) A capital stock savings bank's articles of
incorporation must include a statement of:
(1) the aggregate number of shares of common stock
that the savings bank may issue;
(2) the par value of each share or that the shares are
without par value;
(3) whether the savings bank may issue preferred
stock;
(4) the amount of stock that has been subscribed and
will be paid for before the savings bank begins business;
(5) the name and address of each subscriber and the
amount subscribed by each; and
(6) the amount of paid-in surplus with which the
savings bank will begin business.
(b) Before approving the application of a capital stock
savings bank, the commissioner shall require the savings bank to
have an aggregate amount of capital in the form of stock and paid-in
surplus the finance commission by rule specifies.
(c) The subscriptions for capital stock, less any lawful
expenditures, shall be returned pro rata to the subscribers if:
(1) the application is not approved; or
(2) the savings bank does not begin business.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 36, eff. Sept. 1, 2001.
§ 92.053. ADDITIONAL REQUIREMENTS FOR MUTUAL SAVINGS
BANK. (a) A mutual savings bank's articles of incorporation must
include a statement of the amount of deposit liability of the
savings bank and the amount of the expense fund with which the
savings bank will begin business.
(b) Before approving the articles of incorporation of a
mutual savings bank, the commissioner shall require the savings
bank to have subscriptions for an aggregate amount of deposit
accounts and an expense fund in an aggregate amount the finance
commission by rule establishes as necessary for the successful
operation of a mutual savings bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 37, eff. Sept. 1, 2001.
§ 92.054. MINIMUM INITIAL CAPITAL. (a) The finance
commission by rule shall set the minimum initial capital of a
savings bank in an amount not less than the greater of:
(1) the amount required to obtain insurance of deposit
accounts by the Federal Deposit Insurance Corporation; or
(2) the amount required of a national bank.
(b) The initial capital must be paid in cash before the
savings bank may begin business.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 38, eff. Sept. 1, 2001.
§ 92.055. APPROVAL OF MANAGING OFFICER. (a) A savings
bank may not begin business before:
(1) it presents to the commissioner the name and
qualifications of its managing officer; and
(2) the commissioner approves the managing officer.
(b) An applicant is not required at a hearing on the
application or in a public record to specify the name and
qualifications of the managing officer of the savings bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.056. CORPORATE NAME. (a) The name of a savings
bank must include the words "State Savings Bank" or the
abbreviation "SSB," preceded by one or more appropriate descriptive
words approved by the commissioner.
(b) The commissioner may not approve the incorporation of a
savings bank that has the same name as another financial
institution authorized to do business in this state under this
subtitle, Subtitle A, or Subtitle B or a name so nearly resembling
the name of another financial institution as to be calculated to
deceive unless the savings bank is formed:
(1) by the reincorporation, reorganization, or
consolidation of the other financial institution; or
(2) on the sale of the property or franchise of the
other savings bank.
(c) A person that is not a state or federal savings bank may
not do business under a name or title that:
(1) contains the words "savings bank";
(2) indicates or reasonably implies that the business
being done is the type of business carried on or transacted by a
savings bank; or
(3) is calculated to lead a person to believe that the
business being done is the type of business carried on or transacted
by a savings bank.
(d) On application by the commissioner or a savings bank, a
court may enjoin a violation of this section.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.057. HEARING ON APPLICATION TO
INCORPORATE. (a) On the filing of a complete application to
incorporate, as defined by rules adopted by the finance commission,
the commissioner shall:
(1) issue public notice of the application; and
(2) give any interested person an opportunity to
appear, present evidence, and be heard for or against the
application.
(b) A hearing officer designated by the commissioner shall
hold the hearing.
(c) The hearing officer shall file with the commissioner a
report on the hearing. The report must:
(1) specify findings of fact on each condition
described by Section 92.058; and
(2) identify the evidence that forms the basis for
those findings.
(d) A hearing is not required if:
(1) before the 11th day after the date the notice of
application is published, no person has notified the commissioner
in writing that the person intends to appear and present evidence at
the hearing; and
(2) the commissioner finds that the application
complies with all statutory requirements for approval.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 39, eff. Sept. 1, 2001.
§ 92.058. DECISION ON APPLICATION TO INCORPORATE;
ISSUANCE OF CERTIFICATE OF INCORPORATION. (a) Not later than the
30th day after the date the hearing ends, the commissioner shall
enter a final order approving or denying the application.
(b) The commissioner may approve an application to
incorporate only if:
(1) the prerequisites to incorporation required by
this chapter are satisfied;
(2) the character, responsibility, and general
fitness of each person named in the articles of incorporation
command confidence and warrant belief that:
(A) the business of the savings bank will be
honestly and efficiently conducted in accordance with the intent
and purpose of this subtitle; and
(B) the savings bank will have qualified
full-time management;
(3) there is a public need for the savings bank;
(4) the volume of business in the community in which
the savings bank will conduct its business indicates a profitable
operation is probable; and
(5) the operation of the savings bank will not unduly
harm an existing savings bank or state or federal savings and loan
association.
(c) On finding that each requirement of Subsection (b) is
met, the commissioner shall:
(1) enter an order approving the application and
stating the findings required by Subsection (b);
(2) issue under official seal a certificate of
incorporation;
(3) deliver a copy of the approved articles of
incorporation and bylaws to the incorporators; and
(4) permanently retain a copy of the articles of
incorporation and bylaws.
(d) On delivery of the certificate to the incorporators, the
savings bank:
(1) is a corporate body with perpetual existence
unless terminated by law; and
(2) may exercise the powers of a savings bank
beginning on the date the commissioner certifies receipt of
satisfactory proof that the savings bank has received, free of
encumbrance, the required amount of capital.
(e) If the commissioner cannot make all findings required by
Subsection (b), the commissioner shall enter a written order
denying the application and stating the grounds for denial. The
commissioner by certified mail shall deliver a copy of the order to
the designated representative of the incorporators.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.059. JUDICIAL REVIEW. (a) An applicant may
appeal a final order with the commissioner as defendant.
(b) A party to the action may appeal the court's decision.
The appeal is immediately returnable to the appellate court and has
precedence over any cause of a different character pending in that
court.
(c) The commissioner is not required to give an appeal bond
in a cause arising under this section.
(d) Filing an appeal under this section does not stay an
order of the commissioner.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.060. PREFERENCE FOR LOCAL CONTROL. If more than
one application to incorporate a new savings bank or establish an
additional office of an existing savings bank in the same community
is before the commissioner at the same time, the commissioner may
give additional weight to the application of the applicant that has
the greater degree of control vested in or held by residents of the
community.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.061. DEADLINE FOR COMMENCING BUSINESS. (a) A
savings bank shall begin business not later than the first
anniversary of the date the commissioner approves the savings
bank's application.
(b) On the request of the incorporators and for good cause
shown, the commissioner may grant a reasonable extension of the
deadline prescribed by Subsection (a).
(c) The commissioner may rescind the authority to operate of
a savings bank that does not begin business as required by this
subtitle.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.062. AMENDMENT OF ARTICLES OF INCORPORATION OR
BYLAWS. (a) A savings bank may amend its articles of
incorporation or bylaws by a resolution adopted by a majority vote
of those entitled to vote attending an annual meeting or a special
meeting called for that purpose.
(b) An amendment may not take effect before it is filed with
and approved by the commissioner.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.063. CHANGE OF OFFICE OR NAME; ESTABLISHMENT OF
ADDITIONAL OFFICES. (a) Only with the prior approval of the
commissioner given in accordance with rules of the finance
commission may a savings bank:
(1) establish an office other than the principal
office stated in the savings bank's articles of incorporation;
(2) move an office from its immediate vicinity; or
(3) change the savings bank's name.
(b) The commissioner may permit a savings bank to establish
additional offices in this state or another state in accordance
with rules of the finance commission.
(c) On request, the commissioner shall give a person who
might be affected by the establishment of additional offices or the
change of office location or name an opportunity to be heard under
Section 91.004.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 40, eff. Sept. 1, 2001.
SUBCHAPTER C. INCORPORATION TO REORGANIZE OR MERGE
§ 92.101. PURPOSE OF INCORPORATION. A person may apply
to incorporate a savings bank for the purpose of:
(1) purchasing the assets, assuming the liabilities
other than liability to shareholders, and continuing the business
of a financial institution the commissioner considers to be in an
unsafe condition; or
(2) acquiring an existing financial institution by
merger.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.102. INCORPORATION REQUIREMENTS. (a) An
application to incorporate a savings bank under this subchapter
must be submitted to the commissioner.
(b) The application must include information required by
the commissioner or by rule of the finance commission.
(c) The savings bank must have capital in an amount
determined by the commissioner to be sufficient to carry out the
purposes for which incorporation is requested.
(d) If the commissioner considers the financial institution
to be reorganized or merged to be in an unsafe condition:
(1) Chapter 2001, Government Code, does not apply to
the application; and
(2) the application and all information relating to
the application are confidential and not subject to public
disclosure.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 41, eff. Sept. 1, 2001.
§ 92.103. DECISION ON APPLICATION; ISSUANCE OF
CERTIFICATE OF INCORPORATION. (a) The commissioner shall approve
an application under this subchapter if the commissioner finds
that:
(1) the business of the financial institution that is
to be reorganized or merged can be effectively continued under the
articles of incorporation; and
(2) the reorganization or merger is in the best
interest of the public and the savers, depositors, creditors, and
shareholders of the financial institution that is to be reorganized
or merged.
(b) If the commissioner approves an application under
Subsection (a), the commissioner shall:
(1) state findings under that subsection in writing;
and
(2) issue a certificate of incorporation.
(c) Notwithstanding Section 92.353, the commissioner may
approve an application to incorporate under this subchapter if the
commissioner:
(1) considers the institution to be reorganized or
merged to be in an unsafe condition; and
(2) finds from the application and all information
submitted with the application that the reorganization or merger is
in the best interest of the public and the savers, depositors,
creditors, and shareholders of the institution that is to be
reorganized or merged.
(d) On issuance of the certificate of incorporation, the
savings bank:
(1) is a corporate body and a continuation of the
former institution, subject to all its liabilities, obligations,
duties, and relations; and
(2) may exercise the powers of a savings bank.
(e) In a merger, a shareholder of a capital stock financial
institution has the same dissenter's rights as a shareholder of a
domestic business corporation under the Texas Business Corporation
Act.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER D. ADMINISTRATION
§ 92.151. ORGANIZATIONAL MEETING. (a) Not later than
the 30th day after the date the corporate existence of a savings
bank begins, the initial board shall hold an organizational meeting
and elect officers and take other appropriate action to begin the
business of the savings bank.
(b) For good cause shown, the commissioner by order may
extend the deadline prescribed by Subsection (a).
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.152. BOARD OF DIRECTORS. (a) A board of not fewer
than five or more than 21 directors shall direct the business of a
savings bank. The members or shareholders may change the number of
directors, within the prescribed limits, by resolution adopted at
an annual meeting or a special meeting called for that purpose.
(b) The members or shareholders shall elect the board by a
majority vote at the annual meeting. The directors may be elected
for staggered terms of longer than one year as provided by the
savings bank's bylaws or articles of incorporation.
(c) The bylaws of a capital stock savings bank may require
that all or a majority of the board be shareholders.
(d) A vacancy on the board is filled by the election by a
majority vote of the remaining directors, regardless of whether a
quorum exists, of a director to serve until the next annual meeting
of members or shareholders. The remaining directors may continue
to direct the savings bank until the vacancy is filled.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 1999, 76th Leg., ch. 62, § 7.33(a), eff. Sept. 1, 1999.
§ 92.153. QUALIFICATION OF DIRECTORS. (a) A person is
not qualified to be a director of a savings bank if the person:
(1) is less than 18 years of age;
(2) has been adjudicated bankrupt or convicted of a
criminal offense involving dishonesty or breach of trust, unless
the commissioner gives the person prior written approval to be a
director;
(3) has a final judgment entered against the person
for an amount of money that has remained unsatisfied or unsecured
for more than six months after the date of the judgment's entry,
unless:
(A) the commissioner gives the person prior
written approval to be a director; or
(B) the judgment was satisfied of record more
than one year before the election date; or
(4) is a director, officer, or employee of another
savings bank, unless the commissioner gives the person prior
written approval to be a director.
(b) The bylaws of a savings bank may prescribe other
qualifications for a director.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.154. OFFICERS. (a) The officers of a savings bank
are:
(1) a president;
(2) one or more vice presidents;
(3) a secretary; and
(4) other officers prescribed by the bylaws.
(b) The board elects the officers by a majority vote.
(c) The managing officer must be a director.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.155. CONFLICTS OF INTEREST. (a) Except as the
finance commission by rule provides, a director or officer may not:
(1) receive directly or indirectly a commission on or
benefit from a loan made by the savings bank;
(2) pay for services rendered to a borrower from the
savings bank in connection with a loan;
(3) direct or require a borrower on a mortgage to
negotiate an insurance policy on the mortgage property through a
particular insurance company;
(4) attempt to divert to a particular insurance broker
the business of borrowers from the savings bank;
(5) refuse to accept an insurance policy on the
mortgaged property because the policy was not negotiated through a
particular insurance broker;
(6) become an obligor, including an endorser, surety,
or guarantor, on a loan made by the savings bank;
(7) borrow or use, individually or as agent or partner
of another, directly or indirectly, money of the savings bank;
(8) become the owner of real property on which the
savings bank holds a mortgage unless the loan is fully secured by:
(A) a first-lien mortgage on property that:
(i) is to be occupied as the director's or
officer's primary residence; and
(ii) is specifically approved in writing by
the board; or
(B) a deposit maintained by the officer or
director with the savings bank; or
(9) engage in any other activity the finance
commission by rule prohibits.
(b) Except as the finance commission by rule provides, a
savings bank may not make a loan to a corporation in which:
(1) a director or officer of the savings bank holds
stock, options, or warrants to purchase stock in the amount of five
percent or more of the outstanding stock; or
(2) the directors of the savings bank together hold
stock, options, or warrants to purchase stock in the amount of five
percent or more of the outstanding stock.
(c) A deposit with a banking corporation is a loan for
purposes of this section.
(d) This section does not prohibit a savings bank from:
(1) making a loan to a religious corporation, club, or
other membership corporation of which one or more directors or
officers are members but in which they have no financial interest;
or
(2) making a loan to or purchasing a guaranteed
mortgage from a stock corporation if:
(A) a director does not own more than 15 percent
of the corporation's capital stock; and
(B) the total amount of the corporation's capital
stock owned by all directors of the savings bank is less than 25
percent.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 42, eff. Sept. 1, 2001.
§ 92.156. INDEMNITY BONDS OF DIRECTORS, OFFICERS, AND
EMPLOYEES. (a) A savings bank shall maintain on file with the
commissioner a blanket indemnity bond with an adequate corporate
surety protecting the savings bank from loss by or through
dishonest or criminal action or omission, including fraud, theft,
robbery, or burglary, by an officer or employee of the savings bank
or a director of the savings bank when the director performs the
duty of an officer or employee.
(b) A savings bank that employs a collection agent who is
not covered by the bond required by Subsection (a) shall provide for
the bonding of the agent in an amount equal to at least twice the
average monthly collection of the agent unless the agent is a
financial institution insured by the Federal Deposit Insurance
Corporation. An agent shall settle with the savings bank at least
monthly.
(c) The board and the commissioner must approve:
(1) the amount and form of the bond; and
(2) the sufficiency of the surety.
(d) The bond must provide that a cancellation by the surety
or the insured is not effective until the earlier of:
(1) the date the commissioner approves; or
(2) the 30th day after the date written notice of the
cancellation is given to the commissioner.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.157. MEETINGS OF MEMBERS OR
SHAREHOLDERS. (a) The members or shareholders of a savings bank
shall hold an annual meeting at the time fixed in the savings bank's
bylaws.
(b) A special meeting may be called as provided by the
savings bank's bylaws.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.158. VOTING RIGHTS. (a) The voting rights of a
person entitled to vote at an annual or special meeting of a savings
bank are the same as those of a shareholder of a domestic business
corporation under the Texas Business Corporation Act.
(b) The bylaws of a savings bank must specify the voting
requirements, including quorum requirements, for conducting
business at a meeting of the members or shareholders.
(c) The bylaws of a savings bank must provide for the voting
rights of the members or shareholders. The bylaws must provide the
manner of computing the number of votes that a member or shareholder
is entitled to cast. The bylaws of a capital stock savings bank may
provide that only shareholders may vote.
(d) Voting may be in person or by proxy. A proxy must be in
writing and signed by the member or shareholder or the member's or
shareholder's duly authorized attorney-in-fact and be filed with
the secretary of the savings bank. Unless otherwise specified in
the proxy, a proxy continues until:
(1) a written revocation is delivered to the
secretary; or
(2) the proxy is superseded by a subsequent proxy.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER E. OPERATIONS AND FINANCES
§ 92.201. BOOKS AND RECORDS. A savings bank shall
maintain its books and records according to generally accepted
accounting principles and to rules adopted by the finance
commission.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 43, eff. Sept. 1, 2001.
§ 92.202. LIQUIDITY. Unless approved in advance by the
commissioner, a savings bank shall maintain an amount equal to at
least 10 percent of its average daily deposits for the most recently
completed calendar quarter in:
(1) cash;
(2) balances in a federal reserve bank or passed
through a federal home loan bank or another depository institution
to a federal reserve bank under the Federal Reserve Act (12 U.S.C.
Section 221 et seq.); or
(3) other readily marketable investments, including
unencumbered federal government sponsored enterprises securities,
as allowed by rules adopted by the finance commission.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 44, eff. Sept. 1, 2001.
§ 92.203. REGULATORY CAPITAL. A savings bank shall
maintain regulatory capital in the amount prescribed by rule of the
finance commission. The amount may not be less than the amount of
regulatory capital required for a corresponding national bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 45, eff. Sept. 1, 2001.
§ 92.204. QUALIFICATION UNDER ASSET TEST OR QUALIFIED
THRIFT LENDER TEST. (a) A savings bank must qualify under and
continue to meet:
(1) the asset test of Section 7701(a)(19), Internal
Revenue Code of 1986 (26 U.S.C. Section 7701(a)(19)); or
(2) the qualified thrift lender test of Section 10(m),
Home Owners' Loan Act (12 U.S.C. Section 1467a(m)).
(b) The commissioner may grant temporary or limited
exceptions to the requirements of this section as the commissioner
considers necessary.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 1999, 76th Leg., ch. 62, § 7.34(a), eff. Sept. 1, 1999.
§ 92.205. COMPUTATION OF INCOME. (a) A savings bank
shall close its books at the times provided by its bylaws to
determine its gross income for the period since the date of the last
closing of its books.
(b) A savings bank's net income for a period is computed by
subtracting the amount of the savings bank's operating expenses for
the period from the savings bank's gross income for the period.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.206. INSURANCE OF DEPOSIT ACCOUNTS. A savings bank
shall obtain and maintain federal insurance of deposit accounts
through an insurance corporation created by an Act of the United
States Congress.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.207. LIMITATION ON ISSUANCE OF SECURITIES. A
savings bank may issue a form of stock, share, account, or
investment certificate only as authorized by this subtitle.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.208. COMMON STOCK. (a) A savings bank may not
issue common stock before the common stock is fully paid for in
cash.
(b) A savings bank may not make a loan against the shares of
its outstanding common stock.
(c) A savings bank may not purchase, directly or indirectly,
its own issued common stock.
(d) A savings bank may not retire or redeem common stock
until:
(1) all liabilities of the savings bank are satisfied,
including all amounts due to holders of deposit accounts, unless:
(A) prior written permission is obtained from the
commissioner; and
(B) the retirement or redemption is authorized by
a majority vote of the savings bank's shareholders at an annual
meeting or a special meeting called for that purpose;
(2) the basis of the retirement or redemption is
approved by the commissioner; and
(3) the savings bank files written consent of the
Federal Deposit Insurance Corporation with the commissioner.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.209. PREFERRED STOCK. (a) A savings bank may not
issue preferred stock before the preferred stock is fully paid for
in cash.
(b) A savings bank may not make a loan against the shares of
its outstanding preferred stock.
(c) A savings bank may retire or redeem preferred stock in
the manner provided by:
(1) the articles of incorporation; or
(2) a resolution of the board of the savings bank
establishing the rights and preferences relating to the stock.
(d) The extent to which preferred stock may be included as
regulatory capital of a savings bank is subject to the rules adopted
by the finance commission.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 46, eff. Sept. 1, 2001.
§ 92.210. SERIES AND CLASSES OF PREFERRED
STOCK. (a) The articles of incorporation may:
(1) authorize that shares of preferred stock be
divided into and issued in series; and
(2) determine the rights and preferences of each
series or part of a series.
(b) Each series must be clearly designated to distinguish
its shares from the shares of other series or classes.
(c) The articles of incorporation may authorize the board by
resolution to divide classes of preferred stock into series and to
determine the rights and preferences of the shares of each series.
A copy of the resolution must be submitted to the commissioner
before the shares may be issued. The commissioner shall file the
resolution in the commissioner's office if the resolution conforms
to this subtitle. After the resolution is filed, it is considered
an amendment of the savings bank's articles of incorporation.
(d) All shares of the same class of preferred stock must be
identical except for the following rights and preferences:
(1) the rate of dividend;
(2) the terms, including price and conditions, under
which shares may be redeemed;
(3) the amount payable for shares on involuntary
liquidation;
(4) the amount payable for shares on voluntary
liquidation;
(5) a sinking fund provision for the redemption or
purchase of shares;
(6) the terms, including conditions, of conversion of
shares that may be converted; and
(7) voting rights.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.211. DIVIDENDS ON CAPITAL STOCK. The board of a
capital stock savings bank may declare and pay a dividend out of
current or retained income, in cash or additional stock, to the
holders of record of the stock outstanding on the date the dividend
is declared.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.212. USE OF SURPLUS ACCOUNTS AND EXPENSE FUND
CONTRIBUTIONS. (a) At a savings bank's closing date, the savings
bank may use all or part of a surplus account, whether earned or
paid in, or expense fund contributions on its books to:
(1) meet expenses of operating the savings bank for
the period just closed;
(2) make required transfers to loss reserves; or
(3) pay or credit earnings on deposit accounts.
(b) Paid-in surplus may be used instead of earnings to pay
organizational and operating expenses and earnings on deposit
accounts and to meet any loss reserve requirements.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.213. USE OF EXPENSE FUND CONTRIBUTIONS. (a) The
expense of organizing a savings bank, its operating expenses, and
earnings on accounts declared and paid or credited to its deposit
account holders may be paid out of the expense fund until the
savings bank's earnings are sufficient to pay those amounts.
(b) The amounts contributed to the expense fund are not a
liability of the savings bank except as provided by this
subchapter.
(c) The savings bank shall pay to the contributor dividends
on the amount contributed to the same extent the savings bank pays
dividends on a deposit account. An amount contributed to the
expense fund is considered a deposit account of the savings bank.
(d) Contributions to the expense fund may be repaid to the
contributors pro rata from the net earnings of the savings bank
after provision for required loss reserve allocations and payment
or credit of earnings declared on accounts.
(e) If the savings bank is liquidated before contributions
to the expense fund are repaid, contributions to the expense fund
that remain unspent after the payment of expenses of liquidation,
creditors, and the withdrawal value of deposit accounts shall be
repaid to the contributors pro rata.
(f) The savings bank's books must reflect the expense fund.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER F. CONVERSION OF SAVINGS BANK TO OTHER FINANCIAL
INSTITUTION
§ 92.251. CONDITIONS FOR CONVERSION. (a) The finance
commission by rule shall establish the conditions under which a
savings bank may convert to another financial institution.
(b) The rules must ensure that a conversion does not cause
undue harm to the public interest or to another existing financial
institution.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.252. APPLICATION FOR CONVERSION. (a) A savings
bank may convert to another financial institution if a resolution
declaring the conversion is adopted by a majority vote of the
members or shareholders of the savings bank who are entitled to vote
at an annual meeting or a special meeting called to consider the
conversion.
(b) The application to convert must:
(1) be filed in the office of the commissioner not
later than the 10th day after the date of the meeting; and
(2) include a copy of the minutes of the meeting, sworn
to by the secretary or an assistant secretary.
(c) The copy of the minutes filed under Subsection (b) is
presumptive evidence that the meeting was held and the resolution
was adopted.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.253. ACTION BY COMMISSIONER ON APPLICATION. Not
later than the 10th day after the date an application to convert is
received, the commissioner shall:
(1) consent by written order to the conversion; or
(2) set a hearing on whether the conversion complies
with rules adopted under Section 92.251.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.254. HEARING ON APPLICATION. (a) A hearing set
under Section 92.253(2) must be held not later than the 25th day
after the date the application is filed unless a later date is
agreed to by the applicant and the commissioner.
(b) The commissioner or a hearing officer designated by the
commissioner shall conduct the hearing.
(c) The hearing shall be conducted as a contested case under
Chapter 2001, Government Code, except that:
(1) a proposal for decision may not be made; and
(2) the commissioner shall render a final decision or
order not later than the 15th day after the date the hearing is
closed.
(d) Chapter 2001, Government Code, governs a motion for
rehearing and the availability of judicial review if the
commissioner denies the application to convert.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.255. CONSUMMATION OF CONVERSION. Within three
months after the date of the commissioner's written order
consenting to the conversion, the savings bank shall consummate the
conversion in the manner prescribed by the applicable law of this
state or the United States.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.256. FILING OF CHARTER OR CERTIFICATE. (a) The
new financial institution shall file with the commissioner:
(1) a copy of the charter issued to the new financial
institution by the appropriate banking agency; or
(2) the certificate showing the organization of the
new financial institution, certified by the secretary or assistant
secretary of the appropriate banking agency.
(b) Failure to file the charter or certificate with the
commissioner does not affect the validity of the conversion.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.257. EFFECT OF ISSUANCE OF CHARTER. On the
issuance of a charter by the appropriate banking agency, the
savings bank:
(1) ceases to be a savings bank incorporated under
this subtitle; and
(2) is not subject to the supervision and control of
the commissioner under this subtitle.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.258. CONTINUATION OF CORPORATE EXISTENCE. After a
savings bank is converted to another financial institution:
(1) the corporate existence of the savings bank
continues; and
(2) the new financial institution is considered to be
a continuation of the savings bank that was converted.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.259. PROPERTY AND OBLIGATIONS OF CONVERTED SAVINGS
BANK. The new financial institution:
(1) retains any property, right, or obligation of the
converted savings bank; and
(2) to the extent the provisions can be made
applicable, is subject to Sections 92.306-92.308 as if it were a new
savings bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER G. CONVERSION OF OTHER FINANCIAL INSTITUTION TO SAVINGS
BANK
§ 92.301. APPLICATION TO CONVERT. (a) Another
financial institution may convert to a savings bank if the
conversion is approved by a majority vote of the members or
shareholders of the financial institution cast at an annual meeting
or a special meeting called to consider the conversion.
(b) The application to convert must:
(1) be submitted to the commissioner and mailed to the
appropriate banking agency not later than the 10th day after the
date of the meeting; and
(2) include a copy of the minutes of the meeting, sworn
to by the secretary or an assistant secretary.
(c) The copy of the minutes filed under Subsection (b) is
presumptive evidence that the meeting was held and the conversion
was approved.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.302. ELECTION OF DIRECTORS; EXECUTION AND
ACKNOWLEDGMENT OF APPLICATION AND BYLAWS. (a) At the meeting
under Section 92.301(a), the members or shareholders shall elect
directors of the savings bank.
(b) The directors shall execute two copies of an application
for certificate of incorporation as provided by Subchapter B.
(c) Each director shall sign and acknowledge the
application for certificate of incorporation as a subscriber and
shall sign and acknowledge the bylaws as an incorporator.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.303. REVIEW BY COMMISSIONER; APPROVAL. (a) On
receipt of the application, the commissioner shall conduct an
examination of the financial institution seeking conversion.
(b) After the examination, the commissioner shall approve
the conversion without a hearing if the commissioner determines
that the converting financial institution is in sound condition and
meets all requirements of Subchapter B and relevant rules of the
finance commission.
(c) On approval of the conversion, the incorporators shall
insert a paragraph preceding the testimonium clause in the
certificate of incorporation stating that the savings bank is
incorporated by conversion from another financial institution.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 47, eff. Sept. 1, 2001.
§ 92.304. HEARING ON DENIAL; APPEAL. (a) An applicant
is entitled to a hearing under Chapter 2001, Government Code, if:
(1) the commissioner denies an application to convert;
and
(2) a written request for a hearing is delivered to the
commissioner not later than the 10th day after the date the
application is denied.
(b) A hearing officer designated by the commissioner shall
hold the hearing.
(c) The commissioner shall enter a final order approving or
denying the application not later than the 30th day after the date
the hearing is completed.
(d) An applicant may appeal a final order with the
commissioner named as defendant. The commissioner is not required
to file an appeal bond in a cause arising under this section.
Filing an appeal under this section does not stay an order of the
commissioner.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.305. CONTINUATION OF CORPORATE EXISTENCE. After
another financial institution is converted to a savings bank:
(1) the corporate existence of the financial
institution continues; and
(2) the savings bank is considered to be a
continuation of the financial institution that was converted.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.306. PROPERTY AND OBLIGATIONS OF CONVERTED
INSTITUTION. (a) The property of another financial institution
that converts to a savings bank vests in the savings bank.
(b) The savings bank:
(1) holds the property in its own right to the extent
the property was held by the financial institution that was
converted; and
(2) on the date the conversion takes effect, succeeds
to the rights, obligations, and relations of the financial
institution that was converted.
(c) In this section, the property of a financial institution
includes each right, title, or interest of the institution in and to
property, including things in action, and each right, privilege,
interest, or asset of the institution that exists or that inures to
the benefit of the institution.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.307. EFFECT OF CONVERSION ON PENDING LEGAL
ACTION. (a) A judicial proceeding to which the financial
institution that converted is a party is not abated or discontinued
by reason of the conversion and may be prosecuted to final judgment,
order, or decree as if the conversion had not occurred.
(b) The savings bank may continue a judicial proceeding in
its own corporate name. A judgment, order, or decree that might
have been rendered for or against the financial institution that
converted may be rendered for or against the savings bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.308. LOCAL FILING OF CONVERSION ORDER
REQUIRED. The savings bank shall file a copy of the order of
conversion in each county in which the financial institution that
converted owned real property at the time the conversion took
effect.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER H. REORGANIZATION, MERGER, AND CONSOLIDATION IN GENERAL
§ 92.351. AUTHORITY TO REORGANIZE, MERGE, OR
CONSOLIDATE. (a) A savings bank may reorganize, merge, or
consolidate with another financial institution under a plan adopted
by the board.
(b) The plan must be approved:
(1) at an annual meeting or a special meeting called to
consider the action by a majority of the total vote the members or
shareholders are entitled to cast; and
(2) by the commissioner.
(c) A shareholder of a capital stock savings bank has the
same dissenter's rights as a shareholder of a domestic corporation
under the Texas Business Corporation Act.
(d) A reorganization, merger, or consolidation is subject
to Section 16, Article XVI, Texas Constitution. A merger or
consolidation of a domestic savings bank with a foreign savings
bank is also subject to Subchapter I.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.352. NOTICE AND HEARING;
CONFIDENTIALITY. (a) On receiving a plan of reorganization,
merger, or consolidation, the commissioner shall give:
(1) public notice of the reorganization, merger, or
consolidation in each county in which a financial institution
participating in the plan has an office; and
(2) any interested person an opportunity to appear,
present evidence, and be heard for or against the plan.
(b) A hearing officer designated by the commissioner shall
hold the hearing.
(c) If a protest is not received on or before the date of the
hearing, the commissioner or hearing officer may waive the hearing.
(d) Except as provided by Subsection (e), the provisions of
Chapter 2001, Government Code, applicable to a contested case apply
to the hearing.
(e) If the commissioner designates a merger as a supervisory
merger under rules adopted by the finance commission:
(1) the notice and hearing provisions of Chapter 2001,
Government Code, and of this section do not apply to the
application; and
(2) the application and all information relating to
the application are confidential and not subject to public
disclosure.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.353. DENIAL BY COMMISSIONER OF PLAN. The
commissioner shall issue an order denying the plan if:
(1) the reorganization, merger, or consolidation
would substantially lessen competition or restrain trade and would
result in a monopoly or further a combination or conspiracy to
monopolize or attempt to monopolize the financial industry in any
part of the state, unless the anticompetitive effects of the
reorganization, merger, or consolidation are clearly outweighed in
the public interest by the probable effect of the reorganization,
merger, or consolidation in meeting the convenience and needs of
the community to be served;
(2) the plan is not in the best interest of the
financial institutions that are parties to the plan;
(3) the experience, ability, standing, competence,
trustworthiness, or integrity of the management of the financial
institutions proposing the plan is such that the reorganization,
merger, or consolidation would not be in the best interest of the
financial institutions that are parties to the plan;
(4) after reorganization, merger, or consolidation,
the surviving financial institution would not:
(A) be solvent;
(B) have adequate capital structure; or
(C) be in compliance with the law of this state;
(5) the financial institutions proposing the plan have
not furnished all the information pertinent to the application that
is reasonably requested by the commissioner; or
(6) the financial institutions proposing the plan are
not acting in good faith.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.354. ALTERNATIVE OR ADDITIONAL PROCEDURES. If the
surviving financial institution is an entity other than a savings
bank, the commissioner may accept, in addition to or instead of the
requirements of this subchapter, the procedures and decision of the
appropriate banking agency with jurisdiction over the surviving
financial institution.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.355. CONTINUATION OF CORPORATE EXISTENCE; HOME
OFFICE OF SURVIVING ENTITY. (a) An entity that results from a
reorganization, merger, or consolidation as provided by Section
92.351 has the property rights and obligations of the reorganized,
merged, or consolidated entity in the same manner as an entity that
results from the conversion of a savings bank under this chapter has
the property rights and obligations of the savings bank.
(b) The home office of the surviving financial institution
is the home office of the financial institution in the merger that
has the largest assets unless the commissioner approves a different
home office.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER I. ADDITIONAL PROVISIONS FOR MERGER OR CONSOLIDATION OF
FOREIGN AND DOMESTIC SAVINGS BANKS
§ 92.401. APPLICABILITY OF SUBCHAPTER. (a) Except as
provided by Section 92.407, this subchapter applies only to the
merger or consolidation of a domestic savings bank with a foreign
savings bank.
(b) The requirements of and authority and duties provided by
this subchapter are in addition to those provided by Subchapter H.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.402. ADOPTION OF MERGER OR CONSOLIDATION PLAN. The
board of the foreign savings bank must adopt the merger or
consolidation plan.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.403. NOTICE AND HEARING; CONFIDENTIALITY. If the
commissioner considers the domestic savings bank to be in an unsafe
condition:
(1) the provisions of Chapter 2001, Government Code,
applicable to a contested case do not apply to the application; and
(2) the application and all information related to the
application are confidential and not subject to public disclosure.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.404. DENIAL BY COMMISSIONER OF APPLICATION. If the
surviving savings bank is a foreign savings bank, the commissioner
shall deny the application if:
(1) the law of the state in which the foreign savings
bank has its principal place of business does not permit a savings
bank of that state to merge or consolidate with a domestic savings
bank if the surviving savings bank is a domestic savings bank; or
(2) the foreign savings bank is controlled by a
holding company that has its principal place of business in a state
whose law does not permit a savings bank of that state to merge or
consolidate with a domestic savings bank if the surviving savings
bank is a domestic savings bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.405. APPROVAL BY COMMISSIONER OF PLAN. (a) If the
commissioner approves the plan of merger or consolidation, the
commissioner shall issue an order approving the merger or
consolidation.
(b) If the surviving savings bank is a foreign savings bank,
the commissioner shall issue and deliver to the surviving savings
bank a certificate of authority to do business as a savings bank in
this state for a period that expires January 31 of the next calendar
year.
(c) A surviving savings bank that is a domestic savings bank
shall operate under:
(1) the articles and bylaws of the merging or
consolidating domestic savings bank; and
(2) the law applicable to a domestic savings bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.406. ENFORCEMENT OF CONDITION, RESTRICTION, OR
REQUIREMENT ON SURVIVING FOREIGN SAVINGS BANK. If the surviving
savings bank is a foreign savings bank, the commissioner may
enforce a condition, restriction, or requirement on the surviving
savings bank that could have been enforced by the state in which the
foreign savings bank has its principal place of business if the
merger or consolidation had occurred in that state and the
surviving savings bank were a domestic savings bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.407. MERGER OF FOREIGN SAVINGS AND LOAN
ASSOCIATION. (a) A foreign savings and loan association may
merge with a domestic savings bank under this subchapter as if the
foreign savings and loan association were a foreign savings bank.
(b) If the surviving institution is the foreign savings and
loan association, the commissioner shall issue and deliver to the
foreign savings and loan association a certificate of authority
under Section 92.405 to do business in this state.
(c) In this section, "foreign savings and loan association"
means a savings and loan association:
(1) whose principal office is located outside this
state; and
(2) that was organized under the law of another state
or the law of the United States.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER J. MERGER OF SUBSIDIARY CORPORATION
§ 92.451. AUTHORITY TO MERGE. One or more corporations
organized under the law of this state may merge into a savings bank
that owns all the corporations' capital stock if:
(1) the board of the savings bank and each corporation
by majority vote adopt a plan of merger; and
(2) the secretary of state and the commissioner
approve the merger.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.452. ARTICLES OF MERGER. (a) The articles of
merger must:
(1) be executed by the president or vice president and
a secretary or assistant secretary of the savings bank and each
corporation; and
(2) include:
(A) the name of the savings bank and each
corporation;
(B) a copy of the resolution of the savings bank
and each corporation adopting the plan of merger;
(C) a statement of the number of shares of each
class issued or authorized by each corporation;
(D) a statement that all capital stock of each
corporation is owned by the savings bank; and
(E) a statement incorporating the provisions of
Section 92.454(b).
(b) The original and a copy of the articles of merger must be
submitted to the secretary of state and the commissioner.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.453. APPROVAL OF MERGER. (a) The secretary of
state shall approve the articles of merger if the secretary of state
determines that:
(1) the articles of merger comply with applicable law;
and
(2) all fees and franchise taxes due from each
corporation have been paid.
(b) The commissioner shall approve the articles of merger if
the commissioner determines that:
(1) the articles of merger comply with applicable law;
and
(2) the merger is in the best interest of the savings
bank.
(c) On approval of the articles of merger, each approving
officer shall:
(1) endorse on the original and a copy of the articles
of merger the word "filed" and the date of the approval;
(2) file the original and a copy of the articles of
merger in the records of the officer's office; and
(3) issue and deliver to the savings bank a
certificate of merger with an attached copy of the articles of
merger.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.454. EFFECT OF MERGER. (a) A merger takes effect
on the date the last required certificate of merger is issued.
(b) After the merger takes effect:
(1) a corporation that was merged ceases to exist;
(2) the savings bank assumes the rights and
obligations of the corporation and owns the property of the
corporation; and
(3) the savings bank's articles of incorporation are
considered amended to the extent that a change is stated in the plan
of merger.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.455. INAPPLICABILITY OF SUBCHAPTER H. Subchapter
H does not apply to a merger under this subchapter.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER K. VOLUNTARY LIQUIDATION
§ 92.501. RESOLUTION TO LIQUIDATE AND DISSOLVE. (a) A
savings bank may liquidate and dissolve if:
(1) at an annual meeting or a special meeting called
for the purpose, the members or shareholders by majority vote adopt
a resolution to liquidate and dissolve; and
(2) a copy of the resolution certified by the
president and secretary of the savings bank and an itemized
statement of the savings bank's assets and liabilities sworn to by a
majority of its board is filed with and approved by the
commissioner.
(b) After the commissioner approves the resolution:
(1) the savings bank may not accept additional deposit
accounts or additions to deposit accounts or make additional loans;
and
(2) the savings bank's income and receipts in excess of
actual expenses of liquidation shall be applied to the discharge of
its liabilities.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.502. DISTRIBUTION OF ASSETS. (a) The board,
under the commissioner's supervision and in accordance with the
approved liquidation plan, shall liquidate the affairs of the
savings bank and reduce its assets to cash for the purpose of
paying, satisfying, and discharging all existing liabilities and
obligations of the savings bank, including the full withdrawal
value of all deposit accounts.
(b) The board shall distribute any remaining balance to the
members or shareholders of record on the date the savings bank
adopted the resolution to liquidate, according to their liquidation
rights.
(c) The board shall pay from the savings bank's assets all
expenses incurred by the commissioner or any of the commissioner's
representatives during the course of liquidation.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.503. FINAL REPORT AND ACCOUNTING. (a) On
completion of the liquidation, the board shall file with the
commissioner a final report and accounting of the liquidation.
(b) The commissioner's approval of the report is a complete
and final discharge of the board and each member in connection with
the liquidation of the savings bank.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
SUBCHAPTER L. CHANGE OF CONTROL OF SAVINGS BANK
§ 92.551. INAPPLICABILITY OF SUBCHAPTER. This
subchapter does not apply to a conversion, reorganization, merger,
consolidation, or voluntary liquidation under Subchapter F, G, H,
J, or K.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.552. EFFECT OF SUBCHAPTER ON OTHER LAW. This
subchapter does not:
(1) excuse or diminish notice requirements prescribed
by this subtitle; or
(2) prevent the commissioner from investigating,
commenting on, or seeking to enjoin or set aside a transfer of
voting securities of a savings bank that the commissioner considers
to be against the public interest, regardless of whether the
transfer is subject to this subchapter.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.553. APPLICATION FOR CHANGE OF
CONTROL. (a) Control of a savings bank may change only if an
application for approval of the change of control is filed with and
approved by the commissioner.
(b) The application must be:
(1) on a form prescribed by the commissioner;
(2) sworn to; and
(3) accompanied by the filing fee.
(c) Unless the commissioner expressly waives a requirement
of this subsection, the application must contain:
(1) the identity, history, business background and
experience, and financial condition of each person by whom or on
whose behalf the acquisition is to be made, including a description
of:
(A) the managerial resources and future
prospects of each acquiring party; and
(B) any material pending legal or administrative
proceedings to which the applicant is a party;
(2) the terms of any proposed acquisition and the
manner in which the acquisition is to be made;
(3) the identity, source, and amount of the money or
other consideration used or to be used in making the acquisition
and, if any part of the money or other consideration was or is to be
borrowed or otherwise obtained for the purpose of making the
acquisition, a description of the transaction, the names of the
parties, and arrangements, agreements, or understandings with
those parties;
(4) any plan or proposal of an acquiring party to
liquidate the savings bank, sell the savings bank's assets, merge
the savings bank with another company, or make other major changes
in the savings bank's business, corporate structure, or management;
(5) the terms of any offer, invitation, agreement, or
arrangement under which a voting security of the savings bank will
be acquired and any contract affecting that security or its
financing after it is acquired;
(6) information establishing that the requirements
under Section 92.556(a) are satisfied; and
(7) other information that:
(A) the finance commission by rule requires; or
(B) the commissioner orders to be included in a
particular application.
(d) The commissioner may require each member of a group
proposing to acquire voting securities of a savings bank under this
subchapter to provide the information required by the commissioner.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 48, eff. Sept. 1, 2001.
§ 92.554. NOTICE OF APPLICATION. (a) On receipt of an
application, the commissioner shall submit to the Texas Register
for publication in the next issue after the date the application is
received:
(1) notice of the application;
(2) the date the application was filed; and
(3) the identity of each party to the application.
(b) The commissioner may waive the publication requirement
of this section or may permit delay of publication if the
commissioner determines that the waiver or delay is in the public
interest.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.555. CONFIDENTIALITY. (a) Except as provided by
this section, information the commissioner obtains under this
subchapter that is not published is confidential and may not be
disclosed by the commissioner or an officer or employee of the
Savings and Loan Department.
(b) Information that would have been contained in a
published notice waived by the commissioner under Section 92.554
becomes public information under Chapter 552, Government Code, on
the 34th day after the date the application is filed.
(c) On request, the commissioner may disclose the identity
of an actual or beneficial owner of a savings bank incorporated
under this subtitle.
(d) The commissioner may disclose information to an
appropriate banking agency or another appropriate government
department, agency, or instrumentality of this state, another
state, or the United States if the commissioner considers the
disclosure necessary or proper to enforce the laws of any state or
the United States and in the best interest of the public.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.556. DENIAL OF APPLICATION. (a) The commissioner
by order shall deny an application unless the applicant establishes
that:
(1) the acquisition would not:
(A) substantially lessen competition;
(B) restrain trade in a manner that would result
in a monopoly; or
(C) further a combination or conspiracy to
monopolize or attempt to monopolize the financial industry in any
part of this state;
(2) the financial condition of an acquiring party does
not jeopardize the financial stability of the savings bank being
acquired;
(3) the plan or proposal to liquidate or sell the
savings bank or any assets is in the best interest of the savings
bank;
(4) the experience, ability, standing, competence,
trustworthiness, and integrity of the applicant are sufficient to
ensure that the acquisition is in the best interest of the savings
bank; and
(5) the savings bank would be solvent, have adequate
capital structure, and be in compliance with the law of this state.
(b) The commissioner is not required to deny an application
that does not comply with Subsection (a)(1) if the commissioner
determines that:
(1) the anticompetitive effects of the acquisition are
clearly outweighed in the public interest by the probable effect of
the acquisition in meeting the convenience and needs of the
community to be served; and
(2) the acquisition does not violate a law of this
state or the United States.
(c) Notwithstanding Subsections (a) and (b), the
commissioner shall issue an order denying an application if the
commissioner determines that the applicant:
(1) has not furnished all information pertinent to the
application reasonably requested by the commissioner; or
(2) is not acting in good faith.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.557. NOTICE OF INTENT TO DENY; HEARING. (a) Not
later than the 60th day after the date the application is filed, the
commissioner shall:
(1) approve the application without a hearing; or
(2) notify the transferee in writing that the
commissioner intends to deny the application and state the grounds
for denial.
(b) Not later than the 30th day after the date notice of
intent to deny is mailed to the transferee, the transferee may file
a written request for a hearing on the application.
(c) The commissioner may immediately enter a final and
nonappealable order denying the application if a hearing is not
timely requested.
(d) If a hearing is to be held, the commissioner shall issue
public notice of the application and shall give any interested
person an opportunity to appear, present evidence, and be heard for
or against the application. A hearing officer designated by the
commissioner shall hold the hearing.
(e) After the hearing, the commissioner shall enter a final
order approving or denying the application.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.558. JUDICIAL REVIEW. (a) An applicant may
appeal a final order with the commissioner as defendant.
(b) A party to the action may appeal the court's decision.
The appeal is immediately returnable to the appellate court and has
precedence over any cause of a different character pending in that
court.
(c) The commissioner is not required to give an appeal bond
in a cause arising under this section.
(d) Filing an appeal under this section does not stay an
order of the commissioner.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.559. UNAUTHORIZED CHANGE OF CONTROL. If it appears
that a change in control may have occurred without prior approval,
the commissioner may call a hearing to determine whether:
(1) a change in control has occurred or an
unauthorized person without any apparent ownership interest in the
savings bank, acting alone or with others, effectively has indirect
controlling or dominating influence over the management or policies
of the savings bank; and
(2) an appropriate supervisory order should be issued,
including an order requiring divestiture of unapproved or indirect
control.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
§ 92.560. INJUNCTION. (a) The attorney general on
behalf of the commissioner may apply for equitable relief as the
case may require, including an order prohibiting the violation, if
it appears to the commissioner that a person has violated or is
about to violate this subchapter or a rule of the finance commission
or order of the commissioner adopted under this subchapter.
(b) The suit must be brought in a district court of Travis
County.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997. Amended
by Acts 2001, 77th Leg., ch. 867, § 49, eff. Sept. 1, 2001.
§ 92.561. CRIMINAL PENALTY. (a) A person commits an
offense if the person intentionally makes a materially false or
misleading statement to the commissioner with respect to the
information required by this subchapter.
(b) An offense under this section is a Class A misdemeanor.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
