Chapter 4 - Reorganization Of Banks
CHAPTER 4 - REORGANIZATION OF BANKS
ARTICLE 1 - MERGER, CONVERSION, CHANGE IN PLACE OF BUSINESS
13-4-101. Change in place of business.
(a) Any bank may apply in writing to the state bankingcommissioner for permission to change its place of business to any othermunicipality in the state. The application shall be accompanied by a fee of twothousand five hundred dollars ($2,500.00) and shall state the reasons for theproposed change, be signed by a majority of its board of directors andaccompanied by the written assent to the application by the stockholders owningat least two-thirds (2/3) of its stock. The application fee shall be depositedby the state banking commissioner with the state treasurer and credited to thefinancial institutions administration account. Expenditures shall be made fromthe account by warrants drawn by the state auditor, upon vouchers issued andsigned by the director or commissioner. Funds from the account shall beexpended only to carry out the duties of the commissioner or the state bankingboard.
(b) If the state banking commissioner determines that thechange may be desirable, he shall hold a hearing upon the application pursuantto the Wyoming Administrative Procedure Act.
(c) The applicant shall publish notice of the hearing once aweek for three (3) consecutive weeks in a newspaper of general circulation inall municipalities affected by the change. At the conclusion of the hearing ifthe state banking commissioner finds that a change of location is desirable andin the best interests of the bank and the municipality to which the bank isproposing to move, he shall grant a certificate authorizing the change oflocation.
13-4-102. Amendment to articles of incorporation.
(a) A bank may amend its articles of incorporation pursuant tothe requirements of W.S. 17-16-1001 through 17-16-1009. The articles ofamendment shall be executed in triplicate with the cashier or assistant cashierexecuting in the place of the corporate secretary. Notice of the shareholders'meeting to vote on a proposed amendment shall be given as provided by thebylaws of the bank.
(b) Triplicate originals of the articles of amendment shall bedelivered to the state banking commissioner together with a fee required forfiling documents with the secretary of state. If the state banking commissionerfinds that the articles of amendment do not conform to law he shall return themto the corporation. If the state banking commissioner finds that the articlesof amendment conform to the law he shall endorse on the articles of amendmenthis certificate of approval together with the word "filed" and themonth, day and year of filing, and he shall file one (1) of the triplicateoriginals in his office and one (1) in the office of the secretary of state.The state banking commissioner shall issue a certificate of amendment, affix itto the third triplicate original of the articles of amendment and return it tothe corporation or its representatives.
(c) Upon the issuance of the certificate of amendment by thestate banking commissioner, the amendment is effective and the articles ofincorporation shall be amended accordingly.
13-4-103. Cancellation of charter.
(a) The charter of any bank organized under this act isforfeited and cancelled in any of the following cases:
(i) Upon completion of a liquidation;
(ii) Merger which makes unnecessary the continued use of thecharter of a bank due to the loss of its corporate identity to another bankinginstitution;
(iii) If a regular place of business has not been maintained byany bank for two (2) years.
13-4-104. Merger or conversion into state bank; branch banking bymerger or consolidation; application fees.
(a) Upon approval by the state banking commissioner, banks maybe merged to result in a state bank or a national bank may convert into a statebank. The action by a national bank is subject to the laws of the United States.
(b) Any state or national bank that consolidates or merges inaccordance with subsection (a) of this section may upon the completion of theconsolidation or merger retain, operate and maintain the banking houses oroffices of the merged or consolidated entities and provide other services orfunctions as would be permitted had the consolidation or merger not occurred.When a merger or consolidation application from a state bank results inmaintaining the merged banking house or office as a branch, the application formerger shall be accompanied by an application fee of two thousand five hundreddollars ($2,500.00). For each additional bank being merged into the same bank,the application fee shall be increased by one thousand two hundred fifty dollars($1,250.00). All fees shall be deposited by the state banking commissioner withthe state treasurer and credited to the financial institutions administrationaccount. Expenditures shall be made from the account by warrants drawn by thestate auditor, upon vouchers issued and signed by the director or commissioner.Funds from the account shall be expended only to carry out the duties of thecommissioner or the state banking board.
(c) Nothing in this section shall authorize de novo branchbanking.
13-4-105. Approval of merger by directors and state bankingcommissioner; disapproval.
(a) A majority of the members of the board of directors of eachmerging bank shall approve a merger agreement which shall contain:
(i) The name of each merging bank and location of each office;
(ii) With respect to the resulting bank:
(A) Its name and the location of its principal office whichshall be a place that was the preexisting office of any merging bank;
(B) The name and residence of each director to serve until thenext annual meeting of the stockholders;
(C) The name and residence of each executive officer;
(D) The amount of capital, the number of shares and the parvalue of each share;
(E) Whether preferred stock is to be issued and the amount,terms and preferences;
(F) The designation of the continuing bank, the charter ofwhich is to be the charter of the resulting bank, together with the amendmentsto the continuing charter and to the continuing bylaws.
(iii) Provisions governing the manner of converting the shares ofthe merging banks into shares of the resulting bank;
(iv) A statement that the agreement is subject to approval bythe state banking commissioner and by the stockholders of each merging bank;
(v) Provisions governing the manner of disposing of the sharesof the resulting bank not taken by dissenting stockholders of merging banks;
(vi) Other provisions required by the state bankingcommissioner.
(b) After approval by the board of directors of each mergingbank, the merger agreement shall be submitted to the state banking commissionerfor approval, together with certified copies of the authorizing resolutions ofeach board of directors showing approval by a majority of the entire board andevidence of proper action by the board of directors of any merging nationalbank.
(c) Within thirty (30) days after receipt by the state bankingcommissioner of the papers specified in subsections (a) and (b) of thissection, the state banking commissioner shall approve or disapprove the mergeragreement. The state banking commissioner shall approve the agreement if itappears that:
(i) The resulting bank meets with the requirements of state lawas to the formation of a new bank;
(ii) The agreement provides an adequate capital structure,including surplus, in relation to the deposit liabilities of the resulting bankand its other activities which are to continue or are to be undertaken;
(iii) The agreement is fair;
(iv) The merger is not contrary to the public interest.
(d) Where a resulting state bank is not to exercise trustpowers, the state banking commissioner shall not approve a merger or conversionuntil satisfied that adequate provision has been made for successors tofiduciary positions held by the merging banks or the converting bank.
(e) If the state banking commissioner disapproves an agreement,he shall state his objections and give an opportunity to the merging banks toamend the merger agreement to obviate the objections.
13-4-106. Approval of merger by stockholders.
(a) A merger which is to result in a bank shall be approved bythe stockholders of each merging bank by a vote of two-thirds (2/3) of theoutstanding voting stock of each class at a meeting called to consider theaction which vote shall constitute the adoption of the charter and bylaws ofthe continuing bank, including the amendments in the merger agreement, as thecharter and bylaws of the resulting bank.
(b) Notice of the meeting of the stockholders shall be given bypublication in a newspaper of general circulation in the county where theprincipal office of each merging bank is located, at least once a week forthree (3) successive weeks, and by mail, at least fifteen (15) days before thedate of the meeting, to each stockholder of record of each merging bank at hisaddress on the books of his bank, who has not waived notice in writing. Nonotice by publication need be given if written waivers are received from theholders of two-thirds (2/3) of the outstanding shares of each class of votingstock. The notice shall state that dissenting stockholders will be entitled topayment of the value of only those shares which are voted against approval ofthe plan.
13-4-107. Publication of merger notice.
Uponapproval of a merger agreement by the stockholders of each merging bank, theelements of the agreement shall be incorporated in a notice of the proposedmerger with the effective date of the merger. The notice shall be publishedonce each week for three (3) successive weeks in a newspaper of generalcirculation in each of the counties in which the merging banks are located.
13-4-108. When merger effective; certificate of merger.
(a) A merger which is to result in a state bank, unlessotherwise specified in the agreement becomes effective upon filing the executedagreement, copies of the resolutions of the stockholders of each merging bankapproving it, an affidavit evidencing the publication and a copy of thepublication with the state banking commissioner.
(b) The state banking commissioner shall issue in triplicate tothe resulting bank a certificate of merger which constitutes a continuingcharter specifying the name of each merging bank and the name of the resultingbank. The certificate is conclusive evidence of the merger and of thecorrectness of all proceedings and shall be filed by the resulting bank in theoffice of the secretary of state and in the office of the county clerk in eachof the counties in which the merging banks were located.
13-4-109. Conversion of national bank, federally chartered savingsbank or state savings and loan into state bank.
(a) A national bank, including a federally chartered savingsand loan and a federally chartered savings bank, located in this state whichfollows the procedure prescribed by the laws of the United States to convertinto a state bank may be granted a state charter by the state bankingcommissioner if the state banking commissioner finds that adequate provisionhas been made for successors to fiduciary positions held by the convertingbank, the national bank, federally chartered savings and loan or federallychartered savings bank is legally in operation and that the resulting bankcomplies with the laws of the state of Wyoming. A state savings and loanchartered under chapter 6 of this act may convert into a state chartered bankin accordance with the provisions of this section. A state bank resulting fromthe conversion of a national bank, federally chartered savings and loan,federally chartered savings bank or state savings and loan pursuant to thissection may retain, operate and maintain the banking houses or offices of theconverting national bank, federally chartered savings and loan, federallychartered savings bank or state savings and loan.
(b) A financial institution seeking to convert under subsection(a) of this section may apply for a charter by filing with the state bankingcommissioner:
(i) A certificate signed by its president or vice president,secretary or cashier, and a majority of the entire board of directors settingforth the corporate action taken in compliance with the provisions of the lawsof the United States, or this state as appropriate, confirming the conversionof a national to a state bank; and
(ii) The plan of conversion and the proposed articles ofincorporation approved by the stockholders for the operation of the bank orsavings and loan as a state bank.
(c) Before issuance of a charter notice of a conversion withits effective date shall be published once each week for three (3) successiveweeks in a newspaper of general circulation in the county in which thefinancial institution is located.
(d) An affidavit evidencing the publication with a copy of thenotice attached shall be filed with the state banking commissioner. The chartershall issue to become effective upon the effective date named in the notice.
(e) The articles of incorporation of the resulting state bankshall be filed with the secretary of state and the county clerk of the countyby the resulting bank.
(f) The state banking commissioner shall collect from eachfinancial institution applying for a charter under this section an amountsufficient to pay costs and expenses of processing the application, includingall investigation, examination and hearing costs. The monies collected shall beremitted to the state treasurer and credited to the financial institutionsadministration account. Expenditures shall be made from the account only bywarrants drawn by the state auditor upon vouchers issued and signed by thedirector or the commissioner. Funds from the account shall be expended only tocarry out the duties of the commissioner or the state banking board.
13-4-110. Dissenting shareholders.
(a) The owner of shares of a state bank which were voted againsta merger to result in a state bank, or against the conversion of a state bankinto a national bank, are entitled to receive their fair market value in cash,if and when the merger or conversion becomes effective, upon written demand,made to the resulting state or national bank at any time within thirty (30)days after the effective date of the merger or conversion accompanied by thesurrender of the stock certificates. The value of the shares shall bedetermined, as of the date of the stockholders' meeting approving the merger orconversion, by three (3) appraisers, one (1) to be selected by the owners oftwo-thirds (2/3) of the dissenting shares involved, one (1) by the board ofdirectors of the resulting state or national bank, and the third by the two (2)so chosen. The valuation agreed upon by any two (2) appraisers shall govern. Ifthe appraisal is not completed within ninety (90) days after the merger orconversion becomes effective the state banking commissioner shall cause anappraisal to be made.
(b) The expenses of appraisal shall be paid by the resultingbank.
(c) The resulting state or national bank may fix an amountwhich it considers to be not more than the fair market value of the shares of amerging or the converting bank at the time of the stockholders' meetingapproving the merger or conversion, which it will pay dissenting shareholdersof the bank entitled to payment in cash. The amount due under the acceptedoffer or under the appraisal shall constitute a debt of the resulting bank.
13-4-111. Effect of merger or conversion.
(a) A resulting bank shall be considered the same entity aseach merging bank or as the converting bank with all the property, rights,powers, duties and obligations of each merging bank or the converting bank,except as provided by state law in the case of a resulting state bank orfederal law in the case of a resulting national bank and by the charter andbylaws of the resulting bank.
(b) A resulting bank may use the name of any merging bank or ofthe converting bank.
(c) Any reference to a merging or converting bank in writing isa reference to the resulting bank if not inconsistent with the other provisionsof the writing.
13-4-112. Time for conforming to state law.
Ifa merging or converting bank has assets which do not conform to therequirements of state law for the resulting bank or carries on businessactivities which are not permitted for the resulting bank, the state bankingcommissioner may permit a reasonable time to conform with state law.
13-4-113. Transfer of assets and liabilities.
(a) A bank which is in the process of consolidating withanother bank may transfer its assets and liabilities to the other bank uponwritten consent of the state banking commissioner.
(b) Without approval by the state banking commissioner assetsshall not be carried on the books of the resulting bank at a valuation higherthan that on the books of a merging or converting bank at the time of its lastexamination by a state or national bank examiner before the effective date ofthe merger or conversion.
13-4-114. Changing of state to national bank.
(a) A bank may merge with, convert into or reorganize as anational bank. The action to be taken by a merging or converting bank and itsrights and liabilities and those of its stockholders shall be the same as thoseprescribed for national banks except that a vote of the holders of two-thirds(2/3) of each class of voting stock of a state bank is required for the mergeror conversion. On conversion, the rights of dissenting stockholders shall bethose specified in W.S. 13-4-110.
(b) Upon the completion of the merger or conversion, thefranchise of any merging or converting state bank automatically terminates.
ARTICLE 2 - INSOLVENCY
13-4-201. Conditions.
(a) A bank is insolvent when any of the following conditionsexist:
(i) When the actual cash market value of its assets is lessthan its liabilities;
(ii) When it fails to make good its reserve as may be requiredby this act, or the federal reserve board; or
(iii) When it fails to pay, in the manner commonly accepted bybusiness practices including draft or cashier's check, its legal obligations todepositors on demand or to discharge any certificates of deposit, promissorynotes or other indebtedness when due.
13-4-202. Transactions deemed void.
(a) The following transactions subsequent to any act ofinsolvency or in contemplation of insolvency with a view to prevent theapplication of bank assets in the manner prescribed by this act or with a viewto the preference of one creditor over another are void:
(i) All transfers of notes, bonds, bills of exchange or otherevidence of debt owing to any bank or of deposits to its credit;
(ii) All assignments of mortgages, securities or real estate orof judgments or decrees in its favor;
(iii) All deposits of money or other valuables for its use or forthe use of any of its shareholders or creditors; and
(iv) All payments of money to either shareholders or creditors.
13-4-203. Impairment of capital; generally.
(a) If the state banking commissioner has reason to believethat the capital of any bank is impaired he shall examine the bank andascertain the facts. If he finds an impairment of capital, he shall require thebank to restore the deficiency within sixty (60) days after the date of therequest.
(b) The directors of each bank which has been requested torestore a deficiency shall, within fifteen (15) days from the date of therequest, levy an assessment upon the common stock of the bank to repair thedeficiency. Written notice of the request and of the amount of the assessmentshall be mailed to each stockholder at his last known address, or servedpersonally upon him. If any stockholder fails to pay the assessment withinthirty (30) days of mailing or serving the notice the directors of the bank maysell the stock of the stockholder to the highest bidder at public auction.Notice of the sale shall be published for ten (10) days in a newspaper ofgeneral circulation published in the county where the bank is located and acopy of the notice of sale shall be served on the owner of the stock personallyor by mail at his last known address ten (10) days before the day of sale. Thestock may be sold at private sale without public notice. Before a private salean offer in writing shall first be obtained and a copy of the offer served uponthe owner of record of the stock either personally or by mailing a copy of theoffer to his last known address. If, after service of the offer, the ownerstill fails to pay the assessment within two (2) weeks from the time of theservice of the offer, the directors may accept the private offer or a largeroffer. The stock shall not be sold for less than the amount of the assessmentand cost of sale. Out of the proceeds of the sale the directors shall pay theassessment and the cost of sale and the balance shall be paid to the personwhose stock has been sold. A sale of stock cancels the outstanding certificateevidencing the stock sold. A new certificate shall be issued by the bank to thepurchaser.
(c) Repealed by Laws 1991, ch. 135, 2;ch. 146, 2.
(d) Repealed by Laws 1991, ch. 135, 2;ch. 146, 2.
(e) Repealed by Laws 1991, ch. 135, 2;ch. 146, 2.
13-4-204. Impairment of capital; reduction of capital.
Thestockholders of any bank may remove an impairment of capital by reducing thestated capital of the bank if the reductions do not place the capital below theamount required by law to be maintained.
13-4-205. Impairment of capital; failure to restore.
Ifany board of directors fails to comply with any request to restore animpairment of capital for a period of more than thirty (30) days after arequest is made by the state banking commissioner, the bank is conclusivelypresumed to be insolvent and the state banking commissioner shall immediatelytake possession of the bank and proceed to liquidate it as provided by law.
13-4-206. Voluntary liquidation.
Byprior notification to the state banking commissioner the board of directors ofa bank may place its assets under the control of the state banking commissionerfor liquidation.
13-4-207. Repealed by Laws 1988, ch. 59, 1,2.
ARTICLE 3 - LIQUIDATION
13-4-301. Notice to state banking commissioner.
Noreceiver shall be appointed by any court nor shall any assignment for thebenefit of creditors be filed in any court within this state for any bank doingbusiness under the laws of this state without notice to the state bankingcommissioner unless the court finds it necessary to preserve the assets of thebank. The state banking commissioner may take possession of the bank withinfive (5) days after the service of notice upon him and further proceedingsshall cease. The state banking commissioner shall administer the assets of thebank as provided in this act.
13-4-302. Federal deposit insurance corporation as receiver,liquidator or subrogee.
(a) The state banking commissioner may designate the federaldeposit insurance corporation to act without bond as receiver or liquidator ofany bank whose deposits are insured by the corporation and which has beenclosed for the purpose of liquidation without adequate provision being made forthe payment of its depositors. The corporation may exercise all the powers ofthe state banking commissioner in connection with the liquidation of banks.
(b) If any bank closes and the federal deposit insurancecorporation pays the insured deposit liabilities of the bank, the corporationis subrogated to all rights against the closed bank of each owner of a claimfor deposit to the extent necessary to enable the federal deposit insurancecorporation, under federal law, to make insurance payments available todepositors of closed insured banks. The subrogation is limited to the amountpaid to each depositor by the federal deposit insurance corporation.
13-4-303. When bank taken possession of; resumption of business.
(a) After taking possession of any bank, the state bankingcommissioner shall record a certificate that the bank has been taken over byhim with the county clerk of the county in which the bank is located. Thecertificate is notice that the state banking commissioner has authority toexercise all the powers given him by this act. The state banking commissionershall record a like certificate in each county in which the bank owns anyinterest in property. The state banking commissioner shall immediately givewritten notice to anyone holding assets of the bank.
(b) No one knowing that the state banking commissioner hastaken possession of the bank shall have a lien or charge for any liabilitysubsequently incurred against any of the assets of the bank.
(c) The bank may resume business upon such conditions as may beapproved by the state banking commissioner. In case of a resumption of businessa written notice of the resumption shall be recorded with the same parties withwhom notice of taking over was filed and shall act as an absolute release ofthe first notice and all rights under it.
13-4-304. Application by bank for injunction.
Ifany bank deems itself aggrieved by the state banking commissioner takingpossession of the bank, it may within ten (10) days after the takeover apply tothe district court of the judicial district in which the office of the bank waslocated to enjoin further proceedings. The court may dismiss the application orenjoin the state banking commissioner from further proceedings and direct himto surrender the business and property to the bank.
13-4-305. Appointment of deputy examiners.
Thestate banking commissioner may appoint special deputy state bankingcommissioners as agents to assist him in the duty of liquidation anddistribution. A certificate of appointment shall be filed in the office of thecounty clerk of the county in which the bank was located. The state bankingcommissioner may require surety for the faithful discharge of their duties.
13-4-306. When bank permitted to continue business.
(a) If the state banking commissioner discovers upon takingpossession of a bank that the bank is only temporarily embarrassed for want ofavailable funds and that the bank's assets are sufficient to pay itsliabilities leaving its capital unimpaired, or if the stockholders of the bankmake good its capital, he may permit the officers and directors of the bank toarrange with the depositors and creditors for resumption of business by thebank.
(b) The bank when permitted to continue business shall pay allexpenses of the state banking commissioner in taking charge of the bank andlooking after its affairs while under his control including a per diem of tendollars ($10.00).
ARTICLE 4 - COLLECTIONS OF ASSETS
13-4-401. General powers and duties of commissioner.
Aftertaking possession of the bank the state banking commissioner may collect moneydue the bank, perform acts necessary to preserve its assets and business andshall proceed to liquidate the bank's affairs except as otherwise provided. Thestate banking commissioner shall collect all claims belonging to the bank. Uponthe order of the district court in the judicial district in which the bank islocated the state banking commissioner may sell or compound all doubtful debtsand may sell all the real estate and personal property of the bank on the termsthe court directs. The state banking commissioner shall execute and deliver tothe purchaser of bank property the instruments necessary to evidence thepassing of the title. If the real estate is situated outside the county inwhich the office of the bank was located a certified copy of the order authorizingthe sale shall be filed in the office of the county clerk of the county inwhich the property is situated. The state banking commissioner may enforce theindividual liability of the stockholders.
13-4-402. Notice to creditors.
Thestate banking commissioner shall give notice in newspapers as he may directweekly for three (3) consecutive months, notifying persons who may have claimsagainst the bank to present them to the state banking commissioner and to makelegal proof of the claims at a place and a time not earlier than the last dayof publication specified in the notice. The state banking commissioner shallmail a similar notice to all persons whose names appear as creditors upon thebooks of the bank.
13-4-403. Reports; inspection and filing.
(a) After taking possession of the assets of a bank, the statebanking commissioner shall make and file the following reports:
(i) An inventory of the assets of the bank;
(ii) After the deadline for the presentation of claims, acomplete list of the claims presented and indicating the claims rejected;
(iii) Supplemental lists showing all claims presented subsequentto the filing of the first list to be filed at least fifteen (15) days beforethe declaration of any dividend and at intervals not exceeding six (6) months.
(b) The inventory and list of claims shall be open at allreasonable times for inspection. One (1) copy of the inventory and list ofclaims shall be filed in the office of the state banking commissioner and one(1) copy filed in the office of the clerk of the district court for the countywhere the bank was located.
13-4-404. Rejection of claims; allowance of late claims.
Ifthe state banking commissioner doubts the validity of any claim he may rejectit and serve notice of the rejection upon the claimants either by mail orpersonally. An affidavit of the service of the notice, which is prima facieevidence of the service, shall be filed in his office. An action upon arejected claim must be brought within six (6) months after the service. Claimspresented and allowed after the expiration of the time fixed in the notice tocreditors shall be paid the amount of all prior dividends if there aresufficient funds and share equitably in the distribution of the remaining assetsin the hands of the state banking commissioner.
13-4-405. Objection to claims not rejected.
Objectionto any claim not rejected by the state banking commissioner may be made by anyinterested party by filing a copy of the objection with the state bankingcommissioner, who shall present the objection to the district court aftergiving written notice to the party filing the objection setting forth the timeand place of the presentation. The court shall hear the objections to theclaim, refer it to a referee or direct that the issues be tried before a jury.The court may make proper provision for unproved or unclaimed deposits.
13-4-406. Deposit of money collected.
Moneyscollected by the state banking commissioner shall be deposited in one (1) ormore banks subject to his order and protected by bond in the same manner asdeposits of public funds.
ARTICLE 5 - PREFERENCES, DISPOSITION OF ASSETS, REORGANIZATION
13-4-501. Expenses of liquidation first priority.
Theexpenses incurred by the state banking commissioner in the liquidation of abank include the expenses of examiners employed in the liquidation andreasonable attorney fees incurred in the course of the liquidation.Compensation for these services shall be fixed by the state banking commissioner.The expenses shall be paid out of the property of the bank and shall be paidfirst in the order of priority.
13-4-502. Preference to negotiable instruments.
(a) Negotiable instruments issued by a bank as drawee inpayment of checks or drafts deposited in any other bank for collection areentitled to preferred payment upon the insolvency of the issuing bank.
(b) Negotiable instruments issued by any collecting bank inexchange for checks or drafts deposited with or forwarded to the bank forpayment by the bank on which the negotiable instruments are drawn are entitledto preferred payment upon the insolvency of the collecting bank.
(c) Negotiable instruments issued by a collecting bank inexchange for notes and other evidences of indebtedness deposited with orforwarded to the bank for collection are entitled to preferred payment upon theinsolvency of the bank.
(d) The provisions of this section do not affect other claimsentitled by law to preference against insolvent banks.
13-4-503. Rights of secured creditors, depositors or creditors.
Therights of secured creditors in the security pledged or in the capital stockassessment are not affected nor are the rights of depositors or creditorsaffected on bonds or other contracts with third parties by W.S. 13-4-505.
13-4-504. Reorganization.
(a) Any bank reorganization requiring the consent ofdepositors, stockholders and other creditors becomes effective only:
(i) When the state banking commissioner is satisfied that theplan of reorganization is fair and equitable to all depositors, stockholdersand other creditors and is in the public interest; and
(ii) When, after reasonable notice of the reorganization, thefollowing have given their consent in writing to the reorganization:
(A) Depositors and other creditors of the bank representing atleast seventy-five percent (75%) of its total deposits and other liabilities;and
(B) Stockholders owning at least two-thirds (2/3) of itsoutstanding capital stock.
(b) The claims of depositors or other creditors which will besatisfied in full under the provisions of the plan of reorganization shall notbe included among the total deposits and other liabilities of the bank indetermining the consent requirements.
(c) When a reorganization becomes effective, all books, recordsand assets of the bank shall be disposed of in accordance with the provisionsof the plan and the affairs of the bank shall be conducted by its board ofdirectors in the manner provided by the state banking commissioner and theplan.
(d) All depositors, creditors and stockholders of the bank,whether or not they have consented, shall be fully bound by the provisions ofan approved plan of reorganization. Claims of depositors and other creditorsshall be treated as if the depositors, creditors and stockholders had consentedto the plan of reorganization.
13-4-505. Hearing to be set; order for distribution of assets.
(a) Prior to ordering any distribution of the assets of a bank,the district court shall set a hearing, with notice to all creditors andstockholders as the court may direct.
(b) The district court upon application of the state bankingcommissioner may order the distribution of the assets of any bank which havecome into the hands of the state banking commissioner for liquidation. Thedisposition shall be in conformity to any agreement of reorganization or saleof assets agreed to by the holders of seventy-five percent (75%) of theunsecured direct obligations of the bank. The court may make any modificationsnecessary to insure the equitable distribution of the assets of the bank.
13-4-506. Dividends; borrowing to pay dividends; court approvalneeded.
(a) After the expiration of the time for the presentation ofclaims, the state banking commissioner may declare dividends out of anyremaining funds after payment of expenses. One (1) year from the firstpublication of notice to creditors he may declare a final dividend as directedby the district court.
(b) The state banking commissioner when he deems the payment ofdividends without further delay to be advisable may borrow money from anygovernmental agency. As security for the loan, the state banking commissionermay pledge assets of the insolvent bank as necessary.
(c) The authority of this section shall be exercised only withthe approval of the district court of the county in which the bank is located.The court shall determine the amount that may be borrowed, the rate of interestthat may be paid, the maturity of the proposed loan and the assets that may bepledged as collateral.
ARTICLE 6 - CONSERVATORSHIP
13-4-601. Appointment; duty of commissioner.
(a) The state banking commissioner may appoint a conservatorfor a bank in order to conserve the assets of the bank for depositors and creditors.He may require a sufficient bond and security of the conservator. Theconservator shall receive a fixed salary in an amount to be determined by thestate banking commissioner.
(b) The conservator shall take possession of all assets of thebank and take action necessary to conserve the assets of the bank. Theconservator may employ help necessary to perform his duties. The rights of allparties with respect to a bank in the possession of a conservator shall be thesame as if the state banking commissioner had possession of the bank. Allexpenses of conservatorship shall be paid out of the assets of the bank andshall be a lien on the bank which is prior to any other liens.
(c) The state banking commissioner shall examine the affairs ofbanks under conservatorship as necessary to keep him informed of the financialcondition of the bank.
13-4-602. Withdrawal and deposits.
(a) The state banking commissioner may require a conservator ofa bank to make available for withdrawal by depositors and payment on a ratablebasis to other creditors amounts that may safely be used for this purpose.
(b) The state banking commissioner may permit the conservatorto receive deposits. Deposits received while the bank is in the hands of theconservator shall not be subject to any limitation as to payment or withdrawal,shall be segregated and shall not be used to liquidate any existingindebtedness of the bank or any subsequent indebtedness incurred for thepurpose of liquidating any existing indebtedness. Deposits received while thebank is in the hands of the conservator shall be kept on hand in cash, investedin the direct obligations of the United States, or deposited with a federalreserve bank or a bank within the state approved by the state banking commissioner.
13-4-603. Termination; authority of commissioner.
Thestate banking commissioner may terminate the conservatorship and permit thebank to resume the transaction of its business subject to limitations which hemay prescribe in the public interest.
13-4-604. Termination; effect on payments and notice.
(a) Fifteen (15) days after the affairs of a bank have beenturned back to its board of directors by the conservator the provisions of W.S.13-4-602 shall no longer be effective.
(b) Before the conservator turns back the affairs of the bankto its board of directors he shall give notice in a newspaper of generalcirculation in the community in which the bank is located. The notice shallstate the date on which the affairs of the bank will be returned to its boardof directors and that the provisions of W.S. 13-4-602 will not be effectivefifteen (15) days after that date. On the date of the publication of thenotice, the conservator shall send to every depositor under W.S. 13-4-602 acopy of the notice by registered mail addressed to his last known address onthe records of the bank and a notice to every person making a deposit in thebank under W.S. 13-4-602 after the date of the newspaper publication and beforethe affairs of the bank are returned to its directors.
ARTICLE 7 - COMPLETION OF LIQUIDATION
13-4-701. Payment of stockholders.
(a) If the state banking commissioner has paid the full amountof the claim to each depositor and creditor of the bank whose claims have beenallowed, has made provision for unpaid deposits and has paid all the expensesof the liquidation, he shall call a meeting of the stockholders of the bank bygiving notice for thirty (30) days in a newspaper published in the county inwhich the bank was located.
(b) At the meeting the stockholders shall determine whether thestate banking commissioner shall continue to administer its assets and wind upthe affairs of the bank or whether an agent shall be elected for that purpose.The stockholders shall vote by ballot, each share having one (1) vote. Anaffirmative vote by the majority of the stock is necessary for a determination.
(c) If it is determined to continue the liquidation under thestate banking commissioner, he shall complete the liquidation of the affairs ofthe bank. After paying the expenses of the liquidation, he shall distribute theproceeds among the stockholders in proportion to the holdings of stock asdirected by the district court.
(d) If it is determined to appoint an agent to liquidate, thestockholders shall select the agent by ballot. A majority of the stock presentand voting is necessary for a choice. The agent shall file with the statebanking commissioner a bond approved by the state banking commissioner to thestate of Wyoming for the faithful performance of all the duties of his trust.The state banking commissioner shall then transfer assets of the bank to theagent. The state banking commissioner is discharged from all further liabilityto the bank and its creditors.
(e) The agent shall perform his duties as would the statebanking commissioner except that the expenses of liquidation are subject to thecontrol of the district court.
(f) In case of failure to act by any agent the stockholders mayelect a successor.
13-4-702. Assets discovered after liquidation.
Ifassets are discovered after the liquidation proceeding has closed and in theopinion of the state banking commissioner the cost of distributing the assetswould prevent the payment of a dividend exceeding one-half of one percent(0.5%), the assets shall be converted into money and paid to the commissioner.
13-4-703. Unclaimed dividends and deposits.
(a) Dividends and deposits remaining in the hands of the statebanking commissioner six (6) months after the order for final distributionshall be deposited with the state treasurer who shall hold the dividends in aseparate account. The state banking commissioner may order the money to be paidto the persons entitled thereto upon satisfactory evidence of their right. Incase of doubt he may apply to the court for an order directing the payment. Hemay apply any interest earned by the money toward defraying the expenses ofdistribution of the unclaimed deposits or dividends to the depositors andcreditors entitled to receive it.
(b) Dividends remaining in the hands of any receiver other thanthe state banking commissioner or in any account established pursuant to thissubsection and unclaimed for five (5) years after the order for finaldistribution shall escheat to the state as provided by law.