Chapter 9 - Bank Related Organizations
CHAPTER 9 - BANK RELATED ORGANIZATIONS
ARTICLE 1 - BANK SERVICE CORPORATIONS
13-9-101. Generally.
(a) Two (2) or more banks may invest not more than ten percent(10%) of their individual paid in and unimpaired capital and surplus in a bankservice corporation.
(b) If stock in a bank service corporation has been held by two(2) banks and one (1) of them ceases to utilize the services of the bankservice corporation, ceases to hold stock in it and leaves the other bank asthe sole stockholder, the corporation may continue to function and the bank maycontinue to hold stock in it.
(c) The bank service corporation shall offer to supply bankservices to any bank by either:
(i) Issuing stock to the bank which has applied for servicesand by furnishing bank services to it on the same basis as to the other banksholding stock in the corporation; or
(ii) By furnishing bank services to the bank applying for themat rates no higher than necessary to reflect fairly the cost of these servicesincluding the reasonable cost of the capital provided to the corporation by itsstockholders.
(d) The bank service corporation may offer its bank services asprovided in subsection (c) of this section at its option unless comparableservices at competitive overall costs are available to the applying bank fromanother source, or unless the furnishing of the services sought by the applyingbank would be beyond the practical capacity of the corporation. In any actionor proceeding to enforce the duty imposed by this section, or for damages forthe breach of this section, the burden shall be upon the bank service corporationto show the availability of comparable service at comparable costs.
(e) A bank service corporation shall not engage in any activityother than the performance of bank services for banks.
(f) All bank services and bank service corporations shall besubject to regulation and examination by the state banking commissioner to thesame extent as if the services were being performed by the bank itself on itsown premises. Any bank contracting for or receiving bank services from a bankservice corporation shall notify the commissioner within thirty (30) days ofthe earlier of the contract date or receipt of services.
(g) As used in this section:
(i) "Bank services" means services such as check anddeposit sorting, the posting, computation and posting of mailing of checks,statements, notices and similar items, or any other clerical, bookkeeping,accounting, statistical or similar functions performed for a bank;
(ii) "Bank service corporation" means a corporationorganized to perform bank services for two (2) or more banks, each of whichowns part of the capital stock of the corporation; and
(iii) "Invest" includes any advance of funds to a bankservice corporation, whether by the purchase of stock, the making of a loan, orotherwise, except a payment for rent earned, goods sold and delivered, orservices rendered prior to the making of the payment.
ARTICLE 2 - BANK HOLDING COMPANIES
13-9-201. Examination; fee.
(a) Each bank holding company owning or acquiring thecontrolling interest of a bank is subject to the inspection of thecommissioner. The commissioner or a duly appointed examiner shall visit theoffices of the bank holding company whenever the commissioner feels it isnecessary or expedient and make a complete and careful examination of theconditions and resources of the bank holding company, the mode of managing itsaffairs and conducting its business and the safety and prudence of itsmanagement as it relates to the policies of the banks which it controls.
(b) The commissioner shall collect from every bank holdingcompany subject to this section an amount equal to the total cost of theexamination and all actual and necessary expenses. The fees and expensescollected shall be remitted to the state treasurer as collected and credited tothe financial institutions administration account. Expenditures shall be madefrom the account by warrants drawn by the state auditor, upon vouchers issuedand signed by the director or commissioner. Funds from the account shall beexpended only to carry out the duties of the commissioner or the state bankingboard.
13-9-202. "Controlling interest" defined.
As used in W.S. 13-9-201 through 13-9-203"controlling interest" shall be construed consistently with theprovisions of 12 U.S.C. section 1841(a)(2).
13-9-203. Financial responsibility.
Thecommissioner shall examine the capital and other ownership structure of eachbank holding company subject to W.S. 13-9-201 and shall require the same degreeof financial responsibility of the bank holding company required by this act ofthe bank controlled.
13-9-204. Repealed By Laws 1999, ch. 42, 3.
13-9-205. Repealed By Laws 1997, ch. 75, 3.
ARTICLE 3 - INTERSTATE BANKING - ACQUISITIONS OF BANKS BY BANKHOLDING COMPANIES
13-9-301. Repealed By Laws 1997, ch. 75, 3.
13-9-302. Repealed By Laws 1997, ch. 75, 3.
13-9-303. Repealed By Laws 1997, ch. 75, 3.
13-9-304. Repealed By Laws 1997, ch. 75, 3.
13-9-305. Repealed By Laws 1997, ch. 75, 3.
13-9-306. Scope; legislative intent.
This article sets forth the conditionsunder which a company may acquire a Wyoming bank or a Wyoming bank holdingcompany. This article shall not be interpreted to discriminate againstout-of-state bank holding companies or against foreign bank holding companiesin any manner that would violate 12 U.S.C. section 1842(d) of the Bank HoldingCompany Act, as amended effective September 29, 1995, by section 101 of theRiegle-Neal Interstate Banking and Branching Efficiency Act of 1994, P.L. No.103-328.
13-9-307. Definitions.
(a) For purposes of this article:
(i) "Acquire" means:
(A) For a company to merge or consolidate with a bank holdingcompany;
(B) For a company to assume direct or indirect ownership orcontrol of:
(I) More than twenty-five percent (25%) of any class of votingownership interests of a bank holding company or a bank, if the acquiringcompany was not a bank holding company prior to the acquisition;
(II) More than five percent (5%) of any class of votingownership interests of a bank holding company or a bank, if the acquiringcompany was a bank holding company prior to the acquisition; or
(III) All or substantially all of the assets of a bank holdingcompany or a bank; or
(C) For a company to take any other action that results in thedirect or indirect acquisition of control by the company of a bank holdingcompany or a bank.
(ii) "Affiliate" means as defined in W.S.13-2-802(a)(i);
(iii) "Bank" has the meaning set forth in the BankHolding Company Act, 12 U.S.C. section 1841(c);
(iv) "Bank Holding Company Act" means the federal BankHolding Company Act of 1956, as amended, 12 U.S.C. section 1841 et seq.;
(v) "Bank supervisory agency" means as defined inW.S. 13-2-802(a)(iii);
(vi) "Branch" means as defined in W.S.13-2-802(a)(iv);
(vii) "Company" has the same meaning as "bankholding company" as defined in W.S. 13-1-101;
(viii) "Control" shall be construed consistently withthe provisions of 12 U.S.C. section 1841(a)(2);
(ix) "Deposit" has the meaning set forth in 12 U.S.C.section 1813(l);
(x) "Foreign bank holding company" means a bankholding company that is organized under the laws of a country other than theUnited States, including any territory or possession thereof;
(xi) "Home state supervisor" means, with respect to anout-of-state bank holding company, the bank supervisory agency of the state inwhich the company maintains its principal place of business;
(xii) "Insured depository institution" means as definedin W.S. 13-2-802(a)(ix);
(xiii) "Out-of-state bank holding company" means:
(A) A bank holding company that is not a Wyoming bank holdingcompany; and
(B) Unless the context requires otherwise, includes a foreignbank holding company.
(xiv) "Principal place of business" of a bank holdingcompany means the state in which the total deposits of its bank subsidiarieswere the greatest on the later of July 1, 1966, or the date on which thecompany became a bank holding company;
(xv) "State" means as defined in W.S. 13-2-802(a)(xiv);
(xvi) "Wyoming bank" means a bank that is:
(A) Organized under W.S. 13-2-201 through 13-2-215; or
(B) Organized under federal law and having its principal placeof business in this state.
(xvii) "Wyoming bank holding company" means a bankholding company that:
(A) Had its principal place of business in this state on July1, 1966, or the date on which it became a bank holding company, whichever islater; and
(B) Is not controlled by a bank holding company other than aWyoming bank holding company.
13-9-308. Permitted acquisitions.
(a) Except as otherwise expressly permitted by federal law, nocompany may acquire a Wyoming bank holding company or a Wyoming bank withoutthe prior approval of the commissioner.
(b) The prohibition in subsection (a) of this section shall notapply where the acquisition is made:
(i) Solely for the purpose of facilitating an acquisitionotherwise permitted under this article;
(ii) In a transaction arranged by the commissioner or anotherbank supervisory agency to prevent the insolvency or closing of the acquiredbank, provided the appropriate supervisory officials determine the acquisitionwill protect the shareholders and depositors of the acquired bank;
(iii) In a transaction in which a bank forms its own bank holdingcompany, if the ownership rights of the former bank shareholders aresubstantially similar to those of the holders of the ownership interests of thenew bank holding company.
(c) In a transaction specified in subsection (b) of thissection, the parties shall give written notice to the commissioner at leastfifteen (15) days before the effective date of the acquisition, unless ashorter period of notice is required under applicable federal law.
13-9-309. Required application; fees.
(a) A company that proposes to make an acquisition under thisarticle shall:
(i) Pay to the commissioner an application fee of four thousandfive hundred dollars ($4,500.00);
(ii) File with the commissioner a copy of the application thatthe company has filed with the responsible federal bank supervisory agency. The application to the commissioner shall include:
(A) The name and address of the applicant;
(B) The name of the chief executive officer and the officerdesignated by the applicant being responsible for the application;
(C) A sworn statement by the chief executive officer that allinformation being furnished to the commissioner is truthful, complete andaccurate and that the applicant is complying with all applicable laws;
(D) The names and addresses of the directors of the applicantwith a listing of the percent of outstanding shares of the applicant owneddirectly or beneficially by each director;
(E) The names and addresses of the executive officers of theapplicant, not to exceed twenty (20) in number and the percent of outstandingshares of the applicant owned directly or beneficially by each officer;
(F) The most recent official statement of condition of theapplicant;
(G) A copy of the most recent federal income tax return of theapplicant together with all pertinent schedules and addendums;
(H) A copy of the most recent directors' audit of theapplicant;
(J) A copy of the two (2) most recent reports of examination asperformed by all regulatory authorities including a record of compliance andrating under the Community Reinvestment Act;
(K) An historical compilation of the loan loss reserve accountof the applicant for the previous five (5) year period;
(M) Other information as the commissioner may require to fulfillhis duties under this article.
(b) To the extent consistent with the effective discharge ofthe commissioner's responsibilities, the forms established under this articlefor application and reporting shall conform to those established by the boardof governors of the federal reserve system under the Bank Holding Company Act.
(c) If the applicant is an out-of-state bank holding companythat is not incorporated or otherwise formed under the laws of this state, itshall submit with the application proof that the applicant has complied withany applicable requirements of W.S. title 17.
(d) Except as prohibited by federal law, a company acquiringcontrol of a Wyoming state chartered bank shall agree as a condition of thecertificate of authority that all its banking operations conducted in thisstate by or on behalf of that state chartered bank shall be governed by Wyominglaw.
13-9-310. Standards for approval.
(a) In deciding whether to approve an application for aproposed acquisition under this article, the commissioner shall considerwhether:
(i) There is or recently has been evidence of criminal activityon the part of the applicant or any of its officers or directors;
(ii) The acquisition may be detrimental to the safety andsoundness of the Wyoming bank or the Wyoming bank holding company to beacquired;
(iii) The acquisition may result in a substantial reduction ofcompetition in this state; or
(iv) The acquisition may have a significantly adverse effect onthe convenience and needs of the community or communities in this state thatare served by the Wyoming state bank or the Wyoming bank holding company to beacquired.
(b) The commissioner shall not approve an acquisition underthis article if upon consummation of the transaction the applicant, includingany insured depository institution affiliated with the applicant, would controlthirty percent (30%) or more of the total amount of deposits held by insureddepository institutions in this state. Nothing in this subsection prohibitsthe acquisition of a Wyoming bank or Wyoming bank holding company whichcontrols thirty percent (30%) or more of the total deposits held by all insureddepository institutions in this state if the company making the acquisitiondoes not control any bank holding company, bank or branch bank in this state.
(c) The commissioner shall not approve an application by anout-of-state bank holding company for an acquisition under this article unlessthe Wyoming bank to be acquired or all Wyoming bank subsidiaries of the bankholding company to be acquired, or a predecessor, have as of the proposed dateof acquisition been in existence and in continuous operation for at least three(3) years. A state bank resulting from the conversion of a federally charteredsavings and loan, federally chartered savings bank or state savings and loanpursuant to W.S. 13-4-109 or a national bank resulting from the conversion of afederally chartered savings and loan or federally chartered savings bankpursuant to the procedures prescribed by the laws of the United States shall bedeemed to have been in existence for the same period of time as the convertingfederally chartered savings and loan, federally chartered savings bank or statesavings and loan or a predecessor.
13-9-311. Procedures relating to applications.
The commissioner shall decide whether toapprove an acquisition under this article within ninety (90) days after receiptof a completed application, and if approved, shall within the ninety (90) dayperiod, issue a certificate of authority permitting the acquisition.
13-9-312. Reports; examinations.
(a) To the extent specified by the commissioner by regulation,order or written request, each bank holding company that directly or indirectlycontrols a Wyoming bank or a Wyoming bank holding company, or the home statesupervisor of the company, shall submit to the commissioner:
(i) One (1) or more copies of each financial report, other thanreports the disclosure of which would be prohibited by applicable federal or statelaw, filed by the company with any bank supervisory agency within fifteen (15)days after the filing thereof with the agency; and
(ii) An annual report, not later than April 15, of each year,specifying for each bank and branch, in this state controlled by the bankholding company:
(A) The location;
(B) The amount of deposits held as of the end of the precedingcalendar year; and
(C) The amount of loans made and held during the precedingcalendar year to individuals and entities with addresses in this state.
(b) At the request of the commissioner, to the extent permittedby applicable state or federal law, each bank holding company that controls aWyoming state bank or a Wyoming bank holding company, or the home statesupervisor of the bank or company, shall provide to the commissioner copies ofthe reports of examination of the company or any such Wyoming state bank orWyoming bank holding company.
(c) The commissioner may examine a bank holding company inaccordance with the provisions of W.S. 13-9-201 through 13-9-203.
13-9-313. Agency activities.
(a) Any Wyoming state bank may upon compliance with therequirements of this section, agree to receive deposits, renew time deposits,close loans, receive payments on loans and other obligations and perform otherservices as agent for any affiliated insured depository institution.
(b) A Wyoming state bank that proposes to enter into an agencyagreement under this section shall file with the commissioner, at least thirty(30) days before the effective date of the agreement, a notice of intention toenter into an agency agreement with an affiliated insured depositoryinstitution.
(c) A Wyoming state bank may not under an agency agreement:
(i) Conduct any activity as an agent that it would beprohibited from conducting as a principal under applicable state or federallaw; or
(ii) Have an agent conduct any activity that the bank asprincipal would be prohibited from conducting under applicable state or federallaw.
(d) The commissioner may order a Wyoming state bank or anyother insured depository institution subject to the commissioner's enforcementpowers to cease acting as an agent or principal under any agency agreement withan affiliated insured depository institution that the commissioner finds to beinconsistent with safe and sound banking practices.
(e) Notwithstanding any other provision of law of this state, aWyoming state bank acting as an agent for an affiliated insured depositoryinstitution in accordance with this section shall not be considered to be abranch of that institution. No provision of this section shall be construed aslimiting the authority of any Wyoming state bank to act as agent on behalf ofany other insured depository institution in the servicing of mortgage and otherloans.
13-9-314. Repealed By Laws 1999, ch. 41, 2.
13-9-315. Penalties.
The commissioner may enforce the provisionsof this article by any appropriate action in the Laramie county district courtof this state, including an action for civil money penalties or injunctiverelief. The commissioner shall promptly give notice to the home statesupervisor of any enforcement action initiated against an out-of-state bankholding company and, to the extent practicable, shall consult and cooperate withthe home state supervisor in pursuing and resolving the enforcement action.
13-9-316. Authority to adopt rules and regulations; cooperativeagreements; fees.
(a) In order to carry out the purposes of this article thecommissioner may:
(i) Repealed By Laws 1999, ch. 42, 3.
(ii) Enter into cooperative, coordinating or information-sharingagreements with any other bank supervisory agency or any organizationaffiliated with or representing one (1) or more bank supervisory agencies;
(iii) Accept any report of examination or investigation byanother bank supervisory agency having concurrent jurisdiction over a Wyomingstate bank or a bank holding company that controls a Wyoming state bank in lieuof conducting the commissioner's own examination or investigation of the bankholding company or bank;
(iv) Enter into contracts with any bank supervisory agencyhaving concurrent jurisdiction over a Wyoming state bank or a bank holdingcompany that controls a Wyoming state bank to engage the services of theagency's examiners as provided in W.S. 13-2-807(d);
(v) Enter into joint examinations or joint enforcement actionswith any other bank supervisory agency having concurrent jurisdiction over anyWyoming state bank or any bank holding company that controls a Wyoming statebank. The commissioner may take any such action independently, except withrespect to the examination of an out-of-state bank holding company, if thecommissioner determines that the action is necessary to carry out hisresponsibilities under this title or to enforce compliance with the laws ofthis state. In the case of an out-of-state bank holding company, thecommissioner shall recognize the exclusive authority of the home statesupervisor over corporate governance matters and the primary responsibility ofthe home state supervisor with respect to safety and soundness matters; and
(vi) Assess supervisory and examination fees that shall bepayable by Wyoming banks and Wyoming bank holding companies in connection withthe commissioner's performance of his duties under this article and inaccordance with regulations adopted by the commissioner. Fees shall bedeposited and may be expended as provided in W.S. 13-2-807(f) and to carry outthe provisions of this article.
(b) By entering into an agreement pursuant to this section, thestate of Wyoming does not waive its sovereign immunity.