CHAPTER 92. ORGANIZATIONAL AND FINANCIAL REQUIREMENTS

State Codes and Statutes

Statutes > Texas > Finance-code > Title-3-financial-institutions-and-businesses > 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.

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

(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.

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.

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.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

(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

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.

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.

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;

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.

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

State Codes and Statutes

State Codes and Statutes

State Codes and Statutes

State Codes and Statutes

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