CHAPTER 92. ORGANIZATIONAL AND FINANCIAL REQUIREMENTS
FINANCE CODE
TITLE 3. FINANCIAL INSTITUTIONS AND BUSINESSES
SUBTITLE C. SAVINGS BANKS
CHAPTER 92. ORGANIZATIONAL AND FINANCIAL REQUIREMENTS
SUBCHAPTER A. GENERAL PROVISIONS
Sec. 92.001. APPLICABILITY OF OTHER LAW. (a) With respect to a
savings bank, other than a savings bank organized as a limited
savings bank, organized before January 1, 2006, 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.
(b) With respect to a savings bank organized as a limited
savings bank before January 1, 2006, the Texas Limited Liability
Company Act (Article 1528n, Vernon's Texas Civil Statutes) and
any other law relating to a limited liability company organized
in Texas apply to a limited savings bank to the extent not
inconsistent with this subtitle or the proper business of a
limited savings bank.
(c) With respect to a savings bank, other than a savings bank
organized as a limited savings bank, organized on or after
January 1, 2006, the provisions of the Business Organizations
Code applicable 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.
(d) With respect to a savings bank organized as a limited
savings bank on or after January 1, 2006, the provisions of the
Business Organizations Code applicable to a limited liability
company organized in this state apply to a limited savings bank
to the extent not inconsistent with this subtitle or the proper
business of a limited savings bank.
(e) With respect to a savings bank or limited savings bank
organized before January 1, 2006, the finance commission may
establish rules permitting a savings bank or limited savings bank
to elect to be governed by the provisions of the Business
Organizations Code to the extent not inconsistent with this
subtitle or the proper business of a savings bank or limited
savings bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.03, eff. September 1, 2005.
SUBCHAPTER B. INCORPORATION IN GENERAL
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 35, eff. Sept. 1,
2001.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 36, eff. Sept. 1,
2001.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 37, eff. Sept. 1,
2001.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 38, eff. Sept. 1,
2001.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 39, eff. Sept. 1,
2001.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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.
(d) A savings bank may not establish or maintain a branch on the
premises or property of an affiliate if the affiliate engages in
commercial activities not permitted for a state savings bank or
subsidiary of a state savings bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 40, eff. Sept. 1,
2001.
Amended by:
Acts 2007, 80th Leg., R.S., Ch.
217, Sec. 3, eff. May 25, 2007.
SUBCHAPTER C. INCORPORATION TO REORGANIZE OR MERGE
Sec. 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;
(2) acquiring an existing financial institution by merger; or
(3) facilitating a reorganization or merger with or into a
savings bank under rules adopted by the finance commission.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.04, eff. September 1, 2005.
Sec. 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) Chapter 2001, Government Code, does not apply to the
application if:
(1) the commissioner considers the financial institution to be
reorganized or merged to be in an unsafe condition; or
(2) the savings bank incorporated under this subchapter does not
survive the merger or is facilitating the continuation of an
existing savings bank corporate reorganization as defined by
rules adopted by the finance commission.
(e) If the commissioner considers the financial institution to
be reorganized or merged to be in an unsafe condition, the
application and all information relating to the application are
confidential and not subject to public disclosure.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 41, eff. Sept. 1,
2001.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.05, eff. September 1, 2005.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER D. ADMINISTRATION
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 1999, 76th Leg., ch. 62, Sec. 7.33(a), eff. Sept.
1, 1999.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 42, eff. Sept. 1,
2001.
Sec. 92.156. INDEMNITY BONDS OF DIRECTORS, OFFICERS, AND
EMPLOYEES. (a) A savings bank shall maintain 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) Subject to rules adopted under Subsection (e), the board
shall 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.
(e) The finance commission may adopt rules establishing the
amount and form of the bond and the sufficiency of the surety.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.06, eff. September 1, 2005.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER E. OPERATIONS AND FINANCES
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 43, eff. Sept. 1,
2001.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 44, eff. Sept. 1,
2001.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 45, eff. Sept. 1,
2001.
Sec. 92.204. QUALIFIED THRIFT LENDER TEST. (a) A savings bank
must:
(1) qualify under and continue to meet the qualified thrift
lender test of Section 10(m), Home Owners' Loan Act (12 U.S.C.
Section 1467a(m)); or
(2) maintain more than 50 percent of its portfolio assets in
qualified thrift assets on a monthly average basis in at least
nine out of 12 months.
(b) For purposes of Subsection (a)(2), "qualified thrift assets"
means:
(1) qualified thrift investments as defined by 12 U.S.C. Section
1467a(m)(4)(C); and
(2) other assets determined by the commissioner, under rules
adopted by the finance commission, to be substantially equivalent
to qualified thrift investments described by Subdivision (1) or
which further residential lending or community development.
(c) 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 1999, 76th Leg., ch. 62, Sec. 7.34(a), eff. Sept.
1, 1999.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.07, eff. September 1, 2005.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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 or as permitted
for a national bank, federal savings and loan association,
federal savings bank, or state bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.08, eff. September 1, 2005.
Sec. 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, except under a stock repurchase plan
approved in advance by the commissioner.
(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.
(e) Subsections (b) and (c) apply to the securities of the
savings bank's holding company and affiliates.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.09, eff. September 1, 2005.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 46, eff. Sept. 1,
2001.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 92.211. DIVIDENDS ON CAPITAL STOCK. (a) 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.
(b) Without the prior approval of the commissioner, a cash
dividend may not be declared by the board of a savings bank that
the commissioner considers:
(1) to be in an unsafe condition; or
(2) to have less than zero total retained income on the date of
the dividend declaration.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.10, eff. September 1, 2005.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER F. CONVERSION OF SAVINGS BANK TO OTHER FINANCIAL
INSTITUTION
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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 30th 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, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.11, eff. September 1, 2005.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER G. CONVERSION OF OTHER FINANCIAL INSTITUTION TO
SAVINGS BANK
Sec. 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 30th 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, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.12, eff. September 1, 2005.
Sec. 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, or the president and secretary, shall execute
two copies of an application for certificate of incorporation as
provided by Subchapter B.
(c) Each director, or the president and secretary, 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, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.13, eff. September 1, 2005.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 47, eff. Sept. 1,
2001.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER H. REORGANIZATION, MERGER, AND CONSOLIDATION IN
GENERAL
Sec. 92.351. AUTHORITY TO REORGANIZE, MERGE, OR CONSOLIDATE.
(a) A savings bank may reorganize, merge, or consolidate with a
corporation, another financial institution, or another entity
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, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch.
1018, Sec. 5.14, eff. September 1, 2005.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER I. ADDITIONAL PROVISIONS FOR MERGER OR CONSOLIDATION
OF FOREIGN AND DOMESTIC SAVINGS BANKS
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER J. MERGER OF SUBSIDIARY CORPORATION
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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, Sec. 1, eff. Sept. 1, 1997.
Sec. 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 state