(iv) Buy, sell and discount bills of exchange, notes and allother written evidence of debt except as otherwise provided;
(v) Receive notes, buy and sell gold and silver coins andbullion where permitted by federal law;
(vi) Collect and pay over money;
(vii) Transact all other business pertaining to banking subjectto the provisions and restrictions of this act;
(viii) Operate a savings department;
(ix) Operate a trust department and exercise all powersenumerated by W.S. 13-5-101(b);
(x) Act as executor, administrator, trustee, receiver, assigneeor guardian of any estate, minor, incompetent or other persons subject toguardianship, and accept appointments by any court in connection with any ofthe foregoing. In the case of such appointment, or in case the bank shall benamed as executor in any will or assignee of any assignment for the benefit ofcreditors, the bank shall not be required to give any bond or security unlessdirected by an order of the court making such appointment, or havingjurisdiction of such will or assignment;
(xi) Sell insurance or annuities, provided however, allbank-related sales of insurance and annuities shall be in accordance with theWyoming Insurance Code and subject to all other applicable state and federallaws and rules and regulations governing bank-related sale of insurance orannuities;
(xii) Engage in any activity that is usual or incidental to thebusiness of banking, subject to the prior written approval of the commissioner.The commissioner shall not approve a request to engage in an incidentalactivity if he finds that the requested activity will adversely affect thesafety and soundness of the bank; and
(xiii) Engage in any activity in which a federally charteredinsured depository institution as defined by W.S. 13-2-802(a)(ix) operatingwithin this state is authorized to engage, as approved by rule by the commissioner.
(b) Insurance underwriting shall not be approved as usual orincidental to the business of banking under this act, whether for a bank or anoperating subsidiary, unless permitted for a federally chartered insureddepository institution as defined by W.S. 13-2-802(a)(ix).
13-2-102. Perpetual duration.
Abank shall have perpetual duration except as otherwise provided by the articlesof incorporation.
13-2-103. Federal deposit insurance.
Allbanks shall obtain insurance of their deposits by the United States and shallsubscribe for insurance of deposit accounts by the federal deposit insurancecorporation (FDIC).
ARTICLE 2 - CHARTERING
13-2-201. Organization and application.
Five(5) or more adult persons may organize a corporation for the purpose ofcarrying on general banking business in a place in this state designated in thearticles of incorporation subject to the conditions prescribed by law. Theincorporators shall subscribe and verify triplicate originals of the articlesof incorporation and transmit them to the state banking commissioner.
13-2-202. Articles of incorporation.
(a) The articles of incorporation shall include the followinginformation:
(i) The corporate name;
(ii) The object for which the corporation is organized;
(iii) The term of its existence which may be perpetual;
(iv) The place where its office shall be located and itsoperations conducted;
(v) The amount of capital stock and the number of shares;
(vi) The name and residence of each shareholder subscribing tomore than ten percent (10%) of the stock and the number of his shares;
(vii) The number of directors and the names of those who shallmanage the affairs of the corporation for the first year; and
(viii) A statement that the articles of incorporation are made toenable the incorporators to avail themselves of the advantages of the bankinglaws of the state.
(b) Copies of all amended articles of incorporation shall befiled in the same manner as the original articles of incorporation.
13-2-203. Repealed by Laws 1988, ch. 59, 1,2.
13-2-204. Repealed by Laws 1991, ch. 175, 3.
13-2-205. Repealed by Laws 1991, ch. 175, 3.
13-2-206. Renumbered as 13-1-606 by Laws 1993, ch. 115, 2.
13-2-207. Procedure upon filing of articles of incorporation,application and other information.
Uponfiling with the state banking commissioner the articles of incorporation asrequired by W.S. 13-2-201 and 13-2-202, an application and any otherinformation required by the rules and regulations of the board, the statebanking commissioner shall notify the applicants in writing within thirty (30)calendar days of any deficiency in the required information or that theapplication has been accepted for filing. When the state banking commissioner issatisfied that all required information has been furnished, he shall notify thechairman of the board who shall establish a time and place within the county ofthe proposed financial institution location for a public hearing which shall benot less than sixty (60) days nor more than one hundred twenty (120) days afternotice from the state banking commissioner that the application is in order.Within thirty (30) days after receipt of notice of the time and place of thepublic hearing, the applicant shall cause notice of filing of the applicationand of the hearing to be published at applicant's expense in a newspaper ofgeneral circulation within the county where the proposed financial institutionis to be located. Publication shall be made at least once a week for three (3)consecutive weeks before the hearing stating the proposed location of thefinancial institution, the names of the proposed applicants for a charter, thenature of the activities to be conducted by the proposed institution and otherinformation as the board shall prescribe from time to time by rules andregulations. The applicant shall furnish proof of publication to the statebanking commissioner not more than ten (10) days prior to the hearing. Thestate banking commissioner shall send notice of the hearing to state andnational banks, federal savings and loan associations and other financialinstitutions in the state who have requested notice from the state bankingcommissioner and to the appropriate federal financial institution regulatoryauthorities.
13-2-208. Application filing fee.
Theapplication filed with the state banking commissioner shall be accompanied by afee of fifteen thousand dollars ($15,000.00) to cover the expense of theinvestigation by the state banking commissioner, the expense of the publichearing and other related expenses. The fee shall be deposited by the statebanking commissioner with the state treasurer into the financial institutionsadministration account. Expenditures shall be made from the account by warrantsdrawn by the state auditor, upon vouchers issued and signed by the director orcommissioner. Funds from the account shall be expended only to carry out theduties of the commissioner and the state banking board under this article andfor chartering trust companies under chapter 5 of this title. If an applicationfor a financial institution charter is withdrawn by the applicant at any timeprior to the hearing on the application, the statutory application filing fee,less the amount of any expense authorized above and actually incurred, shall berefunded to the applicant. If the application expenses are less than fifteenthousand dollars ($15,000.00) the unexpended amount shall remain within theaccount.
13-2-209. Procedure for hearings on charter applications.
Thehearing for a charter application shall be conducted as a contested case underthe Wyoming Administrative Procedure Act and shall comply with the requirementsof that act.
13-2-210. Emergency charters; fees.
(a) Notwithstanding any other provisions contained in this act,a financial institutions charter may be granted by the state bankingcommissioner without a hearing in any case determined by the state bankingcommissioner to be an emergency arising from the insolvency, or to prevent thefailure, of an existing financial institution, but the granting of anyemergency charter under this section is contingent upon the state bankingcommissioner determining that findings required by W.S. 13-2-212(a) have beensatisfied.
(b) The application fee for an emergency charter is fourthousand dollars ($4,000.00). The fee shall be deposited by the state bankingcommissioner with the state treasurer and credited to the financialinstitutions administration account. Expenditures shall be made from theaccount by warrants drawn by the state auditor, upon vouchers issued and signedby the director or commissioner. Funds from the account shall be expended tocarry out the duties of the commissioner or the state banking board.
13-2-211. Investigation and examination by banking commissioner.
(a) Upon receiving the articles of incorporation, applicationand other information required, the state banking commissioner shall make acareful investigation and examination of the following:
(i) The character, reputation, financial standing and abilityof the organizers;
(ii) The character, financial responsibility, banking or savingsand loan or other financial experience and business qualifications of thoseproposed as officers;
(iii) The character and standing in the community and state ofthose proposed as directors, stockholders or owners;
(iv) The need in the community where the institution would belocated giving particular consideration to the adequacy of existing financialfacilities and the effect that the proposed institution would have uponexisting financial institutions in the community;
(v) The ability of the community to support the proposedinstitution, including existing competition, the economic history of thecommunity and the opportunity for profitable employment of financialinstitution funds; and
(vi) Such other facts and circumstances bearing on the proposedfinancial institution as the banking commissioner may deem relevant.
(b) The state banking commissioner shall submit his findingsverbally and in writing at the public hearing on the application and shall besubject to cross-examination by any interested party. No relevant informationshall be excluded by the board as hearsay.
13-2-212. Approval or disapproval of application; criteria forapproval; action upon application; interim bank charter; fee.
(a) Within ninety (90) days after receipt of the transcript ofthe public hearing, the board shall in its discretion approve, conditionallyapprove or disapprove the application, but it shall not approve the applicationuntil it has ascertained to its satisfaction:
(i) The public need and convenience will be promoted by theestablishment of the proposed financial institution;
(ii) Conditions in the community in which the proposed financialinstitution would transact business afford reasonable promise of successfuloperation;
(iii) The financial institution is being formed for no otherpurpose than the legitimate objects contemplated by the laws of the state;
(iv) The proposed capital and surplus are not less than therequired minimum and are adequate in light of current and prospectiveconditions;
(v) The proposed officers and directors have sufficientexperience, ability and standing to afford reasonable promise of successfuloperation;
(vi) The name of the proposed financial institution does notresemble so closely as to cause confusion the name of any other financialinstitution transacting business in the county; and
(vii) The applicants have complied with all applicable provisionsof law.
(b) The board shall take action upon the application by statingits findings of fact and conclusions of law. If the board approves theapplication, the state banking commissioner shall endorse upon the articles ofincorporation the approval and shall file one (1) copy with the secretary ofstate, retain one (1) copy in his files and return one (1) copy to theapplicants within twenty (20) days after the date of the decision of the boardapproving the application. If the board conditionally approves an applicationby requiring increased capital or surplus, retention of additional qualifiedofficers or directors, or change of name to avoid confusion, and uponcompliance by the applicant, the state banking commissioner shall proceed asprovided in the preceding sentence. If the board disapproves the application,the state banking commissioner shall mail notice of the disapproval to theapplicants within twenty (20) days after the board's negative action.
(c) The board may waive the public hearing required under W.S.13-2-207 if the application is for an interim bank charter to be used as avehicle for merger with an existing bank which is currently serving the publicneed and convenience of the community, operating profitably, adequatelycapitalized, has officers and directors of proven ability and is to bechartered solely for the purpose of facilitating the merger and the change inownership of the existing bank in accordance with W.S. 13-4-108. The applicationfee for an interim bank charter for which a public hearing is waived is fourthousand dollars ($4,000.00). The fee shall be deposited by the state bankingcommissioner with the state treasurer and credited to the financialinstitutions administration account. Expenditures shall be made from theaccount by warrants drawn by the state auditor, upon vouchers issued and signedby the director or commissioner. Funds from the account shall be expended onlyto carry out the duties of the commissioner or the state banking board.
13-2-213. Certificate of authority to commence business required;application; approval or denial; failure to commence business.
Ifthe application is approved and a charter granted by the board, the financialinstitution shall not commence business before receiving a certificate ofauthority to operate from the state banking commissioner. The application for acertificate of authority shall be made to the state banking commissioner andshall certify that the capital and surplus have been paid in, the address atwhich the institution will operate and that all of the bylaws adopted have beenattached as an exhibit to the application. The application shall state who theofficers, directors and stockholders are at that time and have attachedevidence that appropriate federal insurance of deposits has been obtained,where applicable. The state banking commissioner shall approve or deny anapplication for a certificate of authority within thirty (30) days after theapplication has been filed, but the authority of the state banking commissionerto disapprove any application is restricted solely to noncompliance with thissection. If the state banking commissioner approves the application, he shallissue a certificate of authority to the organizers within twenty (20) days. Ifthe state banking commissioner denies the application, he shall mail a noticeof denial to the organizers within twenty (20) days, stating the reasons fordenying the application, and grant to the organizers a maximum period of ninety(90) days to resubmit the application with the necessary corrections. If theapplicant fails to comply with requirements of the notice of denial withinninety (90) days from the receipt of the notice, the approval of theapplication and articles of incorporation previously issued to the applyinginstitution shall be revoked by the state banking commissioner. The failure ofthe state banking commissioner to act upon an application for a certificate ofauthority within thirty (30) days shall be deemed an approval. If the approvedinstitution fails to commence business in good faith within one (1) year afterthe issuance of a certificate of authority by the state banking commissioner orany required federal approval, whichever is later, the charter and certificateof authority shall expire.
13-2-214. Decisions by board appealable; grounds.
Anydecision of the board in approving or disapproving any charter or the issuanceor denial of a certificate of authority is appealable to the district court of thecounty in which the institution is to be located in accordance with theprovisions of the Wyoming Administrative Procedure Act. In addition to thegrounds for appeal contained in the Wyoming Administrative Procedure Act, theappellant may appeal if the board or the state banking commissioner fails tomake any of the findings required.
13-2-215. Report of interests in financial institutions by statebanking commissioner and board members.
Onor before January 10 of each calendar year the state banking commissioner andeach member of the board shall submit to the governor a list of all assets andliabilities of any nature that he has in any financial institution in the stateof Wyoming or elsewhere. The list shall be certified under oath and a copy shallbe furnished to the chairman of the board.
ARTICLE 3 - CAPITAL REQUIREMENTS, STOCK, NOTES AND DEBENTURES
13-2-301. Requirements as to capital.
(a) The capital stock of each bank organized under this actshall be subscribed for as fully paid stock. No bank shall organize with acapital stock less than five hundred thousand dollars ($500,000.00).
(b) No bank shall commence business until the full amount ofits authorized capital is subscribed and all capital stock is fully paid in. No bank may organize without a paid up surplus fund of at least twenty percent(20%) of its legally authorized capital stock, and undivided profits insufficient amount for the expense of operation the first year as determined bythe state banking commissioner.
13-2-302. Issue of stock.
Abank shall not issue any share of stock until the par value of the share hasbeen actually paid in cash.
13-2-303. Increase or reduction of capital stock.
Anybank may increase or reduce the capital stock of the bank after receiving thewritten approval of the state banking commissioner and by the vote of theshareholders owning two-thirds (2/3) of the stock in the bank at astockholders' meeting called for that purpose.
13-2-304. Transfer of stock and other ownership interests.
(a) The shares of stock of banks are personal property andshall be transferred on the books of the bank in such manner as the bylaws mayprovide. A transfer of stock in a bank is invalid until any impairment of itscapital stock has been restored.
(b) Transfers of voting ownership interests of a bank or of abank holding company shall be reported to the commissioner not less than ten(10) days prior to being made if the transfer:
(i) Equals or exceeds ten percent (10%) of the bank's or thebank holding company's voting ownership interests; or
(ii) Is made to a person owning or controlling ten percent (10%)or more and less than eighty percent (80%) of the bank's or the bank holdingcompany's voting ownership interests.
(c) The state banking commissioner may disapprove any transferof stock required to be reported if he finds that the transferee:
(i) Repealed by Laws 1993, ch. 115, 3.
(ii) Has been convicted of a felony; or
(iii) Has been removed from a position as director, officer oremployee of a bank or other financial institution pursuant to an order of thestate banking commissioner or appropriate federal regulatory authority.
13-2-305. Purchase or acceptance of own capital stock.
Abank shall not accept as collateral or purchase its own capital stock unlessthe taking of the collateral or purchase is necessary to prevent loss upon adebt previously contracted in good faith. The stock shall be sold by the bankwithin six (6) months from the date it was received as collateral or acquiredby purchase unless the debt is paid in full.
13-2-306. Stock register; inspection.
Abank shall keep a stock register which is open for inspection during businesshours to officers, directors and stockholders of the bank. The register shall containthe name, residence and number of shares of each stockholder and all transfersof stock, stating the time made, the number of shares and to whom transferred.
13-2-307. Voting by shareholders generally; balloting for directors.
(a) Each share entitles the owner to one (1) vote on allelections of directors and all other questions submitted at meetings ofshareholders. Shareholders may vote by proxies executed in writing but noofficer, clerk, teller or bookkeeper of the bank shall act as proxy. Thepresence in person or by proxy of the owners of at least fifty-one percent(51%) of the issued and outstanding capital stock at any meeting ofstockholders constitutes a quorum. No shareholder whose liability to the bankis past due and unpaid shall be allowed to vote.
(b) In balloting for directors each qualified shareholder mayvote the number of shares owned by him for as many directors as are to beelected or may cumulate his votes by giving one (1) candidate the number ofvotes equal to the number of directors to be elected multiplied by the numberof his shares and he may distribute his votes cumulatively on the sameprinciple among any number of candidates. The persons having the highest numberof votes shall be declared elected as the board of directors for the ensuingcorporate year.
13-2-308. Preferred stock.
(a) A bank may issue one (1) or more classes of preferred stockupon the approval of two-thirds (2/3) of the stockholders pursuant to thissection and the approval of the state banking commissioner.
(b) Copies of the directors' and stockholders' minutesapproving the issuance bearing the approval of the state banking commissionershall be filed in the office of the secretary of state and treated as anamendment to the articles of incorporation.
(c) At a board of directors' meeting called on not less thanone (1) days notice, the directors may adopt a resolution calling for theissuance of preferred shares. The directors shall then call a meeting of thestockholders of the corporation, giving not less than five (5) days notice forthe purpose of stockholder approval.
(d) The voting rights and manner of retirement of preferredshares shall be as adopted in the resolution of the stockholders authorizingtheir issuance subject to the provisions of the articles of incorporation andthe approval of the state banking commissioner.
(e) The holders of the preferred stock of the highest classshall be entitled to cumulative dividends of up to six percent (6%) per yearbefore dividends are paid on any other stock. The holders of preferred stock ofsubsequent classes shall next be entitled to cumulative dividends of up to sixpercent (6%) in order of preference before dividends are paid to the holders ofcommon stock. In any liquidation no payment shall be made to the holders ofcommon stock until the holders of preferred stock have been paid the full parvalue of their stock and accumulated dividends in order of preference.
(f) The preferred stock and holders of preferred stock are not liablefor assessments to restore impairment of capital or for any liability imposedby law on common stock or the holders of common stock.
(g) No issue of preferred stock is valid until the entire parvalue of the shares has been paid in cash or until arrangements satisfactory tothe state banking commissioner have been made for payment.
(h) The par value of preferred stock shall be included in anydetermination of required capital under this act.
13-2-309. Issuance of capital notes or debentures; generally.
(a) A bank may issue, sell or pledge its capital notes ordebentures if the bank has first obtained the written or voting approval of theshareholders holding a majority of the shares of the bank and the writtenapproval of the state banking commissioner.
(b) The board of directors shall determine the terms of itscapital notes or debentures subject to the provisions of W.S. 13-2-311 andsubsection (c) of this section.
(c) The amount of outstanding capital notes or debentures ofany bank shall not exceed fifty percent (50%) of the amount of the capitalstock and surplus fund of the bank at the date of issue. The periods ofmaturities with respect to any issue shall not exceed twenty-five (25) years asprescribed by the state banking commissioner. Capital notes and debenturesshall be subject to a schedule of prepayments or to an appropriate sinking fundfor the amortization of the indebtedness.
13-2-310. Issuance of capital notes or debentures; approval by statebanking commissioner.
Thestate banking commissioner may approve the issue of capital notes or debenturesby any bank. Applications for approval shall be in writing and containinformation which he requests including a full explanation of the need for andproposed use of the funds. The state banking commissioner shall considerwhether the issuance would constitute sound banking practice and would be inthe best interests of the public, depositors, creditors and stockholders of thebank.
13-2-311. Capital notes or debentures; provisions to be stated.
(a) The following provisions shall be stated in the capitalnotes or debentures:
(i) That the notes or debentures are an unsecured indebtednessof the bank and subordinate to the claims of creditors and depositors;
(ii) In the event of liquidation of the bank all depositors andcreditors are entitled to be paid in full with interest provided by law priorto payment on the notes or debentures;
(iii) No payment will be made on the principal of the notes ordebentures unless following the payment the aggregate of the capital, surplusand undivided profits of the bank is at least equal to the amount of thecapital, surplus and undivided profits at the date of issue unless otherwiseauthorized by the state banking commissioner.
13-2-312. Capital notes or debentures; conversion into common orpreferred stock.
Capitalnotes and debentures may be converted into shares of common or preferred stockin accordance with the provisions of the capital notes or debentures. Ifcapital notes or debentures are converted the president or vice-president shallsubscribe and verify triplicate originals of a certificate stating the amountof conversion and other information as required by the state bankingcommissioner. The certificates shall be delivered to and approved by the statebanking commissioner who shall file one (1) of the certificates in his office,one (1) in the office of the secretary of state and return one (1) to thesubscribing officer of the bank.
13-2-313. Capital notes or debentures; no assessment or liability.
Capitalnotes, debentures and the holders thereof are not subject to any assessment norare holders of the notes or debentures liable for any debts or contracts of thebank.
13-2-314. Capital notes or debentures; proceeds not part of capital orsurplus.
(a) The proceeds from the sale of capital notes or debenturesshall not be considered a portion of the capital or surplus of the issuing banknor treated as meeting any requirements, restrictions or conditions relating tothe capital or surplus of a bank.
(b) The proceeds from the sale of notes or debentures issuedmay not be used to reduce or retire outstanding capital stock or surplus.
ARTICLE 4 - DIRECTORS
13-2-401. Authority to manage banks; qualifications.
Theaffairs of a bank shall be managed by not less than five (5) directors.Shareholders or the board of directors if provided by the articles ofincorporation may adopt and amend bylaws for the management of the bank. Eachdirector shall take an oath that he will faithfully and diligently perform theduties of his office and will not violate or knowingly permit the violation ofany of the laws of this state relating to the banking business. Within thirty(30) days after being elected or appointed each director of a bank shall filewith the state banking commissioner the oath required by this section and asworn financial statement on a form prescribed by the state bankingcommissioner.
13-2-402. Election; term; vacancies; number.
(a) The initial and elected directors of any bank shall holdoffice for one (1) year and until their successors are elected and qualifiedexcept in cases of death, resignation or removal under the laws of this state.All elections shall be held annually on a day designated by the directors on orbefore April 30.
(b) If the annual election of directors is not held at the timedesignated an election may be held within sixty (60) days thereafter followingnotice by publication in three (3) consecutive issues of a weekly newspaperprinted in the county in which the bank is located, or if no newspaper isprinted in the county then in a newspaper of general circulation in the state.
(c) Any director who during his tenure as a director becomesinsolvent or makes a general assignment of his property for the benefit ofcreditors shall vacate his office.
(d) Vacancies which reduce the board to less than five (5)members shall be filled within ninety (90) days of the vacancy by appointmentby the remaining directors for the unexpired term. The board shall notify thebanking commissioner of any vacancy on the board within thirty (30) days of thevacancy.
(e) Changes in the number of directors shall be authorized by amajority vote of the stockholders to be effective upon expiration of thecurrent corporate year. The change may become effective immediately with theconsent of the directors and written notification to the state bankingcommissioner.
13-2-403. Meetings; record of proceedings and business.
(a) The board of directors of a bank shall hold a regularmeeting every quarter of the calendar year. At each meeting a detailed reportshowing every loan and investment in excess of one percent (1%) of the bank'scapital and surplus made since the last report and the aggregate liability,direct or contingent, to the bank of each officer and director shall besubmitted. The board of directors shall review the report and make it a part ofthe record of the meeting. The record shall show their approval or disapprovalof the report.
(b) A record of the proceedings and business of all meetingsshall be included in the bank's minutes. The record shall show the grossearnings of the bank and their disposition by indicating expenses and taxespaid, worthless items charged off, depreciation in assets, amount carried tosurplus fund and amount of dividend and amount of undivided profits remaining.
13-2-404. Liability.
Anydirector who participates in or consents to any action of a bank in makingloans in excess of or contrary to law or regulations shall be liable in hisindividual capacity for damages proximately sustained by the bank, itsstockholders or other persons.
13-2-405. Repealed by Laws 1992, ch. 46, 2.
ARTICLE 5 - RESERVE REQUIREMENTS
13-2-501. Repealed by Laws 1981, ch. 29, 1.
13-2-502. Repealed by Laws 1981, ch. 29, 1.
13-2-503. Repealed by Laws 1981, ch. 29, 1.
ARTICLE 6 - BRANCH BANKS GENERALLY
13-2-601. Repealed By Laws 1997, ch. 75, 3.
13-2-602. Repealed By Laws 1997, ch. 75, 3.
13-2-603. Repealed By Laws 1997, ch. 75, 3.
13-2-604. Repealed By Laws 1997, ch. 75, 3.
13-2-605. Repealed By Laws 1997, ch. 75, 3.
13-2-606. Repealed By Laws 1997, ch. 75, 3.
13-2-607. Repealed By Laws 1997, ch. 75, 3.
ARTICLE 7 - STATEWIDE BRANCH BANKING
13-2-701. Definitions.
(a) As used in this act:
(i) "Branch" means any manned branch bank, branchoffice, branch agency, additional office, separate office or any branch orseparate place of business operated by a parent bank in this state which offersany or all of the banking services conducted at a parent bank, but excludes aremote electronic terminal as defined in W.S. 13-1-501(a)(v) and loanproduction offices operated in accordance with W.S. 13-2-709;
(ii) Repealed by Laws 1995, ch. 62, 2.
(iii) Repealed by Laws 1993, ch. 115, 3.
(iv) "Parent bank" means a state or national bankwhich operates or has applied to operate a branch in this state;
(v) "This act" means W.S. 13-2-701 through 13-2-708.
(a) With prior approval of the state banking commissioner abank may establish and operate one (1) or more branches at any location in thisstate.
(i) Repealed By Laws 1999, ch. 41, 2.
(ii) Repealed By Laws 1999, ch. 41, 2.
(b) All applications for establishing and operating a branchshall be filed with the commissioner and be accompanied by a filing feeestablished by rule by the commissioner but not more than two thousand fivehundred dollars ($2,500.00). The application shall be signed by the chiefexecutive officer of the applicant bank and contain and be accompanied by thefollowing information:
(i) Name and address of the applicant bank;
(ii) Exact location of the proposed branch;
(iii) Certification of publication of notice of the applicationat least once in a newspaper of general circulation in the county in which theproposed branch will be located;
(iv) Repealed By Laws 1999, ch. 41, 2.
(v) Certification that the applicant bank is well capitalized,as defined by rule of the commissioner;
(vi) Certification of compliance with the provisions of W.S.13-3-201 relating to investment limitations in bank premises;
(vii) Certification that the establishment of the branch does notinvolve a prohibited insider transaction or management interlock;
(viii) Discussion of any planned variances in the applicant bank'slending policy, procedures or services at the proposed branch;
(ix) Other information as the commissioner may require in orderto determine if the requirements of this section are met.
(c) The commissioner shall issue a certificate of authority forthe branch to the applicant bank within twenty (20) days after receipt of thecomplete application and fee unless he finds:
(i) Establishment or operation of the proposed branch wouldpose undue risk to the capital or surplus requirements of the applicant bank;
(ii) The name of the proposed branch does not reasonablyidentify the branch as a branch of the applicant bank or is likely to undulyconfuse the public; or
(iii) Repealed by Laws 1995, ch. 62, 2.
(iv) The applicant bank has failed to substantially comply withapplicable law governing its operation.
(d) The certificate of authority expires one (1) year after itsissuance unless the branch has opened and business has begun in good faith.
(e) The application fee provided by subsection (b) of thissection shall be deposited by the state banking commissioner with the statetreasurer and credited to the financial institutions administration account.Expenditures shall be made from the account by warrants drawn by the stateauditor, upon vouchers issued and signed by the director or commissioner. Fundsfrom the account shall be expended only to carry out the duties of thecommissioner or the state banking board. If the application expenses are lessthan the amount of the fee, the unexpended amount shall remain within theaccount.
(f) Repealed By Laws 1999, ch. 42, 3.
(g) Every branch bank in this state shall be licensed by thecommissioner before operating, engaging in or conducting a banking business. The license shall be renewed annually, not more than sixty (60) nor less thanthirty (30) days before the anniversary date upon which the initial license isissued.
(h) The commissioner shall fix the amount of the initiallicense fee and annual renewal fee by rule and regulation. Annual renewal feesmay be assessed on a graduated or progressive scale based on deposits, assets,business volume, loans or a combination of these or other factors as determinedby the commissioner.
(j) An application for an initial branch license or renewal ofa branch license shall be submitted to the commissioner in writing in the formand containing the information required by the commissioner. Each licensedbranch of a bank chartered under the laws of this state or of any other stateis subject to compliance examinations as the commissioner deems necessary.
(k) The activities and operations of a branch are attributableto the applicant bank for purposes of determining qualification for authorityto do business in this state.
(m) An out-of-state bank which has established a Wyoming branchby means of an interstate merger pursuant to article 8 of chapter 2 of thistitle, may establish and operate one (1) or more branches at any location inthis state, subject to the requirements of subsections (g) through (k) of thissection.
13-2-703. Amendment to articles of incorporation.
Before opening a branch under this act, theapplicant bank shall deliver an amendment to its articles of incorporationreflecting the branch to the commissioner in the same manner provided in W.S.13-4-102. W.S. 13-4-102 applies to all amendments to articles of incorporationdelivered under this section.
13-2-704. Closing of a branch.
Nobranch shall be closed unless the parent bank certifies to the commissionerthat all persons with an account at that branch have been notified of the dateof closure not less than sixty (60) days before the date of closure and that anotice indicating the branch will be closed will be published in a newspaper ofgeneral circulation in the county in which the branch is located at leastweekly for three (3) consecutive weeks prior to the calendar week in which thedate of closure will occur.
13-2-705. Bank facility not a branch.
(a) Notwithstanding any other provision of this act, a bank mayestablish and operate a facility which shall not be considered a branch, but anextension or expansion of an existing parent bank or branch if the facility is:
(i) Within the boundary lines of a single contiguous area ofproperty owned or leased and occupied as a place of business by a parent bankor branch bank, whether or not the facility is physically connected to the bankor place of business; or
(ii) Across a street, alley, railroad right-of-way orthoroughfare from the existing parent bank or branch bank when such facility isphysically connected to the bank or place of business by a private, enclosed, secureoverhead passageway, underground tunnel or pneumatic tube system; or
(iii) Within one thousand (1,000) yards of the parent bank orbranch bank, whether or not such facility is physically connected to the bankor place of business, after being granted prior written approval of thedepartment stating that the facility qualifies for this exemption.
13-2-706. No limits on authority of existing branches and banks.
Nothingin this act shall limit the authority of any existing branch or bank operatingat the time this act takes effect.
13-2-707. Prohibition on foreign bank branching.
Nothingin this act shall be construed as permitting a bank to establish a branch inany state other than Wyoming. Except as provided in W.S. 13-2-702(m) and13-2-901 through 13-2-904, a bank not authorized or organized to do businessunder the laws of this state, or a bank organized under the laws of a countryother than the United States, shall not establish or operate a branch in thestate of Wyoming.
13-2-708. Antitrust laws.
If,but for this act, any action by any one (1) or more banks would be in violationof the laws of this state or of the United States, commonly referred to as theantitrust laws, then this act shall be construed so as to permit or require onlyactions that shall not be in violation of the laws.
13-2-709. Loan production offices; activities; notification;examination; name.
(a) After notifying the commissioner, a bank may establish andoperate one (1) or more loan production offices. A loan production office mayconduct any of the following activities:
(i) Solicit loans on behalf of the bank or a branch of thebank;
(ii) Assemble credit information;
(iii) Make property inspections and appraisals;
(iv) Secure title information;
(v) Prepare applications for loans, including makingrecommendations with respect to action;
(vi) Solicit investors to purchase loans from the bank and tocontract with the bank for servicing of such loans; and
(vii) Any other activity that federal authorities have approvedfor a loan production office operated by a national bank.
(b) A bank shall not accept deposits, originate deposits orsavings or checking accounts, approve loans or disburse loan funds at a loanproduction office established pursuant to this section.
(c) The notification to the commissioner shall include thefollowing information:
(i) The street address of the loan production office;
(ii) A general description of the area where the loan productionoffice will be located;
(iii) The proposed activities to be conducted at the loanproduction office and the types of loans to be solicited at the office.
(d) Each loan production office shall be subject to examinationand supervision by the commissioner in the same manner and to the same extentas the bank. If the commissioner determines that the loan production office isviolating any applicable law or that the operation of the loan productionoffice is adversely affecting the safety and soundness of the bank, thecommissioner may take any appropriate administrative action authorized in thisact.
(e) Nothing in this section shall prohibit a bank fromestablishing and operating a loan production office in a state other thanWyoming, provided that the bank complies with all applicable provisions ofWyoming law, the law of the state where the loan production office will belocated and federal law.
(f) Every loan production office operating in this state,including a loan production office operated by a federally chartered financialinstitution or an out-of-state bank, shall include the words "loanproduction office" in its title, official documents, letterhead,advertisements, signs and any other communications with its customers or thegeneral public.
ARTICLE 8 - INTERSTATE BRANCHING AND BANK MERGERS
13-2-801. Scope; legislative intent.
It is the express intent of this article topermit interstate branching by merger under section 102 of the Riegle-NealInterstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328,in accordance with the provisions set forth in this article.
13-2-802. Definitions.
(a) As used in this article:
(i) "Affiliate" has the meaning set forth in the BankHolding Company Act, 12 U.S.C. section 1841(k);
(ii) "Bank" has the meaning set forth in 12 U.S.C.section 1813(h), provided that the term "bank" shall include aforeign bank only if organized under the laws of a territory of the UnitedStates, Puerto Rico, Guam, American Samoa or the Virgin Islands and thedeposits of which are insured by the federal deposit insurance corporation;
(iii) "Bank supervisory agency" means any of thefollowing:
(A) Any agency of another state with primary responsibility forchartering and supervising banks; and
(B) The office of the comptroller of the currency, the federaldeposit insurance corporation, the board of governors of the federal reservesystem and any successor to these agencies.
(iv) "Branch" means any manned branch bank, branchoffice, branch agency, additional office, separate office or any branch orseparate place of business operated by a bank in this state which offers any orall of the banking services conducted at a parent bank, but excludes a remoteelectronic terminal as defined in W.S. 13-1-501(a)(v);
(v) "Control" shall be construed consistently withthe provisions of 12 U.S.C. section 1841(a)(2);
(vi) "Home state" means:
(A) With respect to a state bank, the state by which the bankis chartered;
(B) With respect to a national bank, the state in which themain office of the bank is located;
(C) With respect to a foreign bank, the state determined to bethe home state of the foreign bank under 12 U.S.C. section 3103(c).
(vii) "Home state supervisor" means, with respect to anout-of-state state bank, the bank supervisory agency of the state in which thebank is chartered;
(viii) "Host state" means a state, other than the homestate of a bank, in which the bank maintains or seeks to establish and maintaina branch;
(ix) "Insured depository institution" means anyinstitution included for any purpose within the definitions of "insureddepository institution" as set forth in 12 U.S.C. section 1813(c)(2) and(3);
(x) "Interstate merger transaction" means:
(A) The merger or consolidation of banks with different homestates, and the conversion of branches of any bank involved in the merger orconsolidation into branches of the resulting bank; or
(B) The purchase of all or substantially all of the assets,including all of the branches, of a bank whose home state is different from thehome state of the acquiring bank.
(xi) "Out-of-state bank" means a bank whose home stateis a state other than Wyoming;
(xii) "Out-of-state state bank" means a bank charteredunder the laws of any state other than Wyoming;
(xiii) "Resulting bank" means a bank that has resultedfrom an interstate merger transaction under this article;
(xiv) "State" means any state, territory or otherpossession of the United States, including the District of Columbia;
(xv) "Wyoming bank" means a bank whose home state isthe state of Wyoming;
(xvi) "Wyoming state bank" means a bank chartered underthe laws of the state of Wyoming.
13-2-803. Authority of state banks to establish interstate branches bymerger.
With the prior approval of thecommissioner, a Wyoming state bank may establish, maintain and operate one (1)or more branches in a state other than Wyoming pursuant to an interstate mergertransaction in which the Wyoming state bank is the resulting bank. Not laterthan the date on which the required application for the interstate mergertransaction is filed with the responsible federal bank supervisory agency, theapplicant Wyoming state bank shall file an application on a form prescribed bythe commissioner and pay the fee prescribed by W.S. 13-4-104. The applicantshall also comply with the applicable provisions of W.S. 13-4-101 through13-4-114.
13-2-804. Interstate merger transactions and branching permitted.
(a) One (1) or more Wyoming banks may enter into an interstatemerger transaction with one (1) or more out-of-state banks under this article,and an out-of-state bank resulting from the transaction may maintain andoperate the branches in Wyoming of a Wyoming bank that participated in thetransaction, provided that the conditions and filing requirements of thisarticle are met.
(b) An interstate merger transaction shall not be permittedunder this article, if, upon consummation of the transaction, the resultingbank, including all insured depository institutions that would be affiliates,would control thirty percent (30%) or more of the total amount of deposits heldby all insured depository institutions in this state. Nothing in thissubsection prohibits an out-of-state bank from merging with a Wyoming bankwhich, prior to the merger, controls thirty percent (30%) or more of the totalamount of deposits held by all insured depository institutions in this state,if the out-of-state bank has not maintained a branch bank in Wyoming prior tothe merger.
(c) Notwithstanding W.S. 13-4-111 or any other provision oflaw, an interstate merger transaction resulting in the acquisition by anout-of-state bank of a Wyoming bank shall not be permitted under this articleunless the Wyoming bank, or a predecessor, has as of the proposed date ofacquisition 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.
13-2-805. Notice and filing requirements; license fee.
(a) Any out-of-state bank that will be the resulting bankpursuant to an interstate merger transaction involving a Wyoming bank shallnotify the commissioner of the proposed merger not later than the date on whichit files an application for an interstate merger transaction with the responsiblefederal bank supervisory agency, and shall submit a copy of that application tothe commissioner together with a filing fee, if any, not exceeding fourthousand five hundred dollars ($4,500.00), as required by the commissioner. Except as prohibited by federal law, any Wyoming state bank which is a party tothe interstate merger transaction shall comply with the applicable provisionsof W.S. 13-4-101 through 13-4-114 and with other applicable state and federallaws. Any out-of-state bank which will be the resulting bank in an interstatemerger transaction shall provide satisfactory evidence to the commissioner ofcompliance with applicable requirements of W.S. 17-16-1503, 17-16-1506 and17-16-1507.
(b) Every branch bank in this state shall be licensed by thecommissioner before operating, engaging in or conducting a banking business. The license shall be renewed annually, not more than sixty (60) nor less thanthirty (30) days before the anniversary date upon which the initial license isissued.
(c) The commissioner shall fix the amount of the initiallicense fee and annual renewal fee by rule and regulation. Annual renewal feesmay be assessed on a graduated or progressive scale based on deposits, assets,business volume, loans or a combination of these or other factors as determinedby the commissioner.
13-2-806. Powers; additional branches.
(a) An out-of-state state bank which establishes and maintainsone (1) or more branches in Wyoming under this article may conduct anyactivities at the branch or branches that are authorized under the laws of thisstate for branches of Wyoming state banks.
(b) A Wyoming state bank may conduct any activities at anybranch outside Wyoming that are permissible for a bank chartered by the hoststate where the branch is located, except to the extent the activities areexpressly prohibited by the laws of this state or by any regulation or order ofthe commissioner applicable to the Wyoming state bank; provided, however, thecommissioner may waive the prohibition if he determines, by order orregulation, that the involvement of out-of-state branches of Wyoming statebanks in particular activities would not threaten the safety or soundness ofthe banks.
(c) An out-of-state bank that has established or acquired abranch in Wyoming under this article may establish or acquire branches inWyoming to the same extent that any Wyoming bank may establish or acquire abranch in Wyoming under applicable federal and state law.
13-2-807. Examinations; periodic reports; cooperative agreements;assessment of fees.
(a) To the extent consistent with subsection (c) of thissection, the commissioner may make such examinations of any branch establishedand maintained in this state pursuant to this article by an out-of-state bankas the commissioner may deem necessary to determine whether the branch is beingoperated in compliance with the laws of this state and in accordance with safeand sound banking practices. All operations of the licensed branch in thisstate are subject to the same laws, rules, regulations, restrictions andrequirements that apply to a branch of a bank chartered under the laws of thisstate. Licensed branches are subject to the same requirements forexaminations, and shall be assessed the same examination and service fees, asprovided for branches of a bank chartered in this state.
(b) Records of the activities and operations in this state of abranch operating pursuant to this article shall be made available upon requestof the commissioner. The commissioner may prescribe requirements for periodicreports regarding any out-of-state bank that operates a branch in Wyomingpursuant to this article. The required reports shall be provided by such banksor by the bank supervisory agency having primary responsibility for the bank. Any reporting requirement prescribed by the commissioner under this subsectionshall be:
(iv) Buy, sell and discount bills of exchange, notes and allother written evidence of debt except as otherwise provided;
(v) Receive notes, buy and sell gold and silver coins andbullion where permitted by federal law;
(vi) Collect and pay over money;
(vii) Transact all other business pertaining to banking subjectto the provisions and restrictions of this act;
(viii) Operate a savings department;
(ix) Operate a trust department and exercise all powersenumerated by W.S. 13-5-101(b);
(x) Act as executor, administrator, trustee, receiver, assigneeor guardian of any estate, minor, incompetent or other persons subject toguardianship, and accept appointments by any court in connection with any ofthe foregoing. In the case of such appointment, or in case the bank shall benamed as executor in any will or assignee of any assignment for the benefit ofcreditors, the bank shall not be required to give any bond or security unlessdirected by an order of the court making such appointment, or havingjurisdiction of such will or assignment;
(xi) Sell insurance or annuities, provided however, allbank-related sales of insurance and annuities shall be in accordance with theWyoming Insurance Code and subject to all other applicable state and federallaws and rules and regulations governing bank-related sale of insurance orannuities;
(xii) Engage in any activity that is usual or incidental to thebusiness of banking, subject to the prior written approval of the commissioner.The commissioner shall not approve a request to engage in an incidentalactivity if he finds that the requested activity will adversely affect thesafety and soundness of the bank; and
(xiii) Engage in any activity in which a federally charteredinsured depository institution as defined by W.S. 13-2-802(a)(ix) operatingwithin this state is authorized to engage, as approved by rule by the commissioner.
(b) Insurance underwriting shall not be approved as usual orincidental to the business of banking under this act, whether for a bank or anoperating subsidiary, unless permitted for a federally chartered insureddepository institution as defined by W.S. 13-2-802(a)(ix).
13-2-102. Perpetual duration.
Abank shall have perpetual duration except as otherwise provided by the articlesof incorporation.
13-2-103. Federal deposit insurance.
Allbanks shall obtain insurance of their deposits by the United States and shallsubscribe for insurance of deposit accounts by the federal deposit insurancecorporation (FDIC).
ARTICLE 2 - CHARTERING
13-2-201. Organization and application.
Five(5) or more adult persons may organize a corporation for the purpose ofcarrying on general banking business in a place in this state designated in thearticles of incorporation subject to the conditions prescribed by law. Theincorporators shall subscribe and verify triplicate originals of the articlesof incorporation and transmit them to the state banking commissioner.
13-2-202. Articles of incorporation.
(a) The articles of incorporation shall include the followinginformation:
(i) The corporate name;
(ii) The object for which the corporation is organized;
(iii) The term of its existence which may be perpetual;
(iv) The place where its office shall be located and itsoperations conducted;
(v) The amount of capital stock and the number of shares;
(vi) The name and residence of each shareholder subscribing tomore than ten percent (10%) of the stock and the number of his shares;
(vii) The number of directors and the names of those who shallmanage the affairs of the corporation for the first year; and
(viii) A statement that the articles of incorporation are made toenable the incorporators to avail themselves of the advantages of the bankinglaws of the state.
(b) Copies of all amended articles of incorporation shall befiled in the same manner as the original articles of incorporation.
13-2-203. Repealed by Laws 1988, ch. 59, 1,2.
13-2-204. Repealed by Laws 1991, ch. 175, 3.
13-2-205. Repealed by Laws 1991, ch. 175, 3.
13-2-206. Renumbered as 13-1-606 by Laws 1993, ch. 115, 2.
13-2-207. Procedure upon filing of articles of incorporation,application and other information.
Uponfiling with the state banking commissioner the articles of incorporation asrequired by W.S. 13-2-201 and 13-2-202, an application and any otherinformation required by the rules and regulations of the board, the statebanking commissioner shall notify the applicants in writing within thirty (30)calendar days of any deficiency in the required information or that theapplication has been accepted for filing. When the state banking commissioner issatisfied that all required information has been furnished, he shall notify thechairman of the board who shall establish a time and place within the county ofthe proposed financial institution location for a public hearing which shall benot less than sixty (60) days nor more than one hundred twenty (120) days afternotice from the state banking commissioner that the application is in order.Within thirty (30) days after receipt of notice of the time and place of thepublic hearing, the applicant shall cause notice of filing of the applicationand of the hearing to be published at applicant's expense in a newspaper ofgeneral circulation within the county where the proposed financial institutionis to be located. Publication shall be made at least once a week for three (3)consecutive weeks before the hearing stating the proposed location of thefinancial institution, the names of the proposed applicants for a charter, thenature of the activities to be conducted by the proposed institution and otherinformation as the board shall prescribe from time to time by rules andregulations. The applicant shall furnish proof of publication to the statebanking commissioner not more than ten (10) days prior to the hearing. Thestate banking commissioner shall send notice of the hearing to state andnational banks, federal savings and loan associations and other financialinstitutions in the state who have requested notice from the state bankingcommissioner and to the appropriate federal financial institution regulatoryauthorities.
13-2-208. Application filing fee.
Theapplication filed with the state banking commissioner shall be accompanied by afee of fifteen thousand dollars ($15,000.00) to cover the expense of theinvestigation by the state banking commissioner, the expense of the publichearing and other related expenses. The fee shall be deposited by the statebanking commissioner with the state treasurer into the financial institutionsadministration account. Expenditures shall be made from the account by warrantsdrawn by the state auditor, upon vouchers issued and signed by the director orcommissioner. Funds from the account shall be expended only to carry out theduties of the commissioner and the state banking board under this article andfor chartering trust companies under chapter 5 of this title. If an applicationfor a financial institution charter is withdrawn by the applicant at any timeprior to the hearing on the application, the statutory application filing fee,less the amount of any expense authorized above and actually incurred, shall berefunded to the applicant. If the application expenses are less than fifteenthousand dollars ($15,000.00) the unexpended amount shall remain within theaccount.
13-2-209. Procedure for hearings on charter applications.
Thehearing for a charter application shall be conducted as a contested case underthe Wyoming Administrative Procedure Act and shall comply with the requirementsof that act.
13-2-210. Emergency charters; fees.
(a) Notwithstanding any other provisions contained in this act,a financial institutions charter may be granted by the state bankingcommissioner without a hearing in any case determined by the state bankingcommissioner to be an emergency arising from the insolvency, or to prevent thefailure, of an existing financial institution, but the granting of anyemergency charter under this section is contingent upon the state bankingcommissioner determining that findings required by W.S. 13-2-212(a) have beensatisfied.
(b) The application fee for an emergency charter is fourthousand dollars ($4,000.00). The fee shall be deposited by the state bankingcommissioner with the state treasurer and credited to the financialinstitutions administration account. Expenditures shall be made from theaccount by warrants drawn by the state auditor, upon vouchers issued and signedby the director or commissioner. Funds from the account shall be expended tocarry out the duties of the commissioner or the state banking board.
13-2-211. Investigation and examination by banking commissioner.
(a) Upon receiving the articles of incorporation, applicationand other information required, the state banking commissioner shall make acareful investigation and examination of the following:
(i) The character, reputation, financial standing and abilityof the organizers;
(ii) The character, financial responsibility, banking or savingsand loan or other financial experience and business qualifications of thoseproposed as officers;
(iii) The character and standing in the community and state ofthose proposed as directors, stockholders or owners;
(iv) The need in the community where the institution would belocated giving particular consideration to the adequacy of existing financialfacilities and the effect that the proposed institution would have uponexisting financial institutions in the community;
(v) The ability of the community to support the proposedinstitution, including existing competition, the economic history of thecommunity and the opportunity for profitable employment of financialinstitution funds; and
(vi) Such other facts and circumstances bearing on the proposedfinancial institution as the banking commissioner may deem relevant.
(b) The state banking commissioner shall submit his findingsverbally and in writing at the public hearing on the application and shall besubject to cross-examination by any interested party. No relevant informationshall be excluded by the board as hearsay.
13-2-212. Approval or disapproval of application; criteria forapproval; action upon application; interim bank charter; fee.
(a) Within ninety (90) days after receipt of the transcript ofthe public hearing, the board shall in its discretion approve, conditionallyapprove or disapprove the application, but it shall not approve the applicationuntil it has ascertained to its satisfaction:
(i) The public need and convenience will be promoted by theestablishment of the proposed financial institution;
(ii) Conditions in the community in which the proposed financialinstitution would transact business afford reasonable promise of successfuloperation;
(iii) The financial institution is being formed for no otherpurpose than the legitimate objects contemplated by the laws of the state;
(iv) The proposed capital and surplus are not less than therequired minimum and are adequate in light of current and prospectiveconditions;
(v) The proposed officers and directors have sufficientexperience, ability and standing to afford reasonable promise of successfuloperation;
(vi) The name of the proposed financial institution does notresemble so closely as to cause confusion the name of any other financialinstitution transacting business in the county; and
(vii) The applicants have complied with all applicable provisionsof law.
(b) The board shall take action upon the application by statingits findings of fact and conclusions of law. If the board approves theapplication, the state banking commissioner shall endorse upon the articles ofincorporation the approval and shall file one (1) copy with the secretary ofstate, retain one (1) copy in his files and return one (1) copy to theapplicants within twenty (20) days after the date of the decision of the boardapproving the application. If the board conditionally approves an applicationby requiring increased capital or surplus, retention of additional qualifiedofficers or directors, or change of name to avoid confusion, and uponcompliance by the applicant, the state banking commissioner shall proceed asprovided in the preceding sentence. If the board disapproves the application,the state banking commissioner shall mail notice of the disapproval to theapplicants within twenty (20) days after the board's negative action.
(c) The board may waive the public hearing required under W.S.13-2-207 if the application is for an interim bank charter to be used as avehicle for merger with an existing bank which is currently serving the publicneed and convenience of the community, operating profitably, adequatelycapitalized, has officers and directors of proven ability and is to bechartered solely for the purpose of facilitating the merger and the change inownership of the existing bank in accordance with W.S. 13-4-108. The applicationfee for an interim bank charter for which a public hearing is waived is fourthousand dollars ($4,000.00). The fee shall be deposited by the state bankingcommissioner with the state treasurer and credited to the financialinstitutions administration account. Expenditures shall be made from theaccount by warrants drawn by the state auditor, upon vouchers issued and signedby the director or commissioner. Funds from the account shall be expended onlyto carry out the duties of the commissioner or the state banking board.
13-2-213. Certificate of authority to commence business required;application; approval or denial; failure to commence business.
Ifthe application is approved and a charter granted by the board, the financialinstitution shall not commence business before receiving a certificate ofauthority to operate from the state banking commissioner. The application for acertificate of authority shall be made to the state banking commissioner andshall certify that the capital and surplus have been paid in, the address atwhich the institution will operate and that all of the bylaws adopted have beenattached as an exhibit to the application. The application shall state who theofficers, directors and stockholders are at that time and have attachedevidence that appropriate federal insurance of deposits has been obtained,where applicable. The state banking commissioner shall approve or deny anapplication for a certificate of authority within thirty (30) days after theapplication has been filed, but the authority of the state banking commissionerto disapprove any application is restricted solely to noncompliance with thissection. If the state banking commissioner approves the application, he shallissue a certificate of authority to the organizers within twenty (20) days. Ifthe state banking commissioner denies the application, he shall mail a noticeof denial to the organizers within twenty (20) days, stating the reasons fordenying the application, and grant to the organizers a maximum period of ninety(90) days to resubmit the application with the necessary corrections. If theapplicant fails to comply with requirements of the notice of denial withinninety (90) days from the receipt of the notice, the approval of theapplication and articles of incorporation previously issued to the applyinginstitution shall be revoked by the state banking commissioner. The failure ofthe state banking commissioner to act upon an application for a certificate ofauthority within thirty (30) days shall be deemed an approval. If the approvedinstitution fails to commence business in good faith within one (1) year afterthe issuance of a certificate of authority by the state banking commissioner orany required federal approval, whichever is later, the charter and certificateof authority shall expire.
13-2-214. Decisions by board appealable; grounds.
Anydecision of the board in approving or disapproving any charter or the issuanceor denial of a certificate of authority is appealable to the district court of thecounty in which the institution is to be located in accordance with theprovisions of the Wyoming Administrative Procedure Act. In addition to thegrounds for appeal contained in the Wyoming Administrative Procedure Act, theappellant may appeal if the board or the state banking commissioner fails tomake any of the findings required.
13-2-215. Report of interests in financial institutions by statebanking commissioner and board members.
Onor before January 10 of each calendar year the state banking commissioner andeach member of the board shall submit to the governor a list of all assets andliabilities of any nature that he has in any financial institution in the stateof Wyoming or elsewhere. The list shall be certified under oath and a copy shallbe furnished to the chairman of the board.
ARTICLE 3 - CAPITAL REQUIREMENTS, STOCK, NOTES AND DEBENTURES
13-2-301. Requirements as to capital.
(a) The capital stock of each bank organized under this actshall be subscribed for as fully paid stock. No bank shall organize with acapital stock less than five hundred thousand dollars ($500,000.00).
(b) No bank shall commence business until the full amount ofits authorized capital is subscribed and all capital stock is fully paid in. No bank may organize without a paid up surplus fund of at least twenty percent(20%) of its legally authorized capital stock, and undivided profits insufficient amount for the expense of operation the first year as determined bythe state banking commissioner.
13-2-302. Issue of stock.
Abank shall not issue any share of stock until the par value of the share hasbeen actually paid in cash.
13-2-303. Increase or reduction of capital stock.
Anybank may increase or reduce the capital stock of the bank after receiving thewritten approval of the state banking commissioner and by the vote of theshareholders owning two-thirds (2/3) of the stock in the bank at astockholders' meeting called for that purpose.
13-2-304. Transfer of stock and other ownership interests.
(a) The shares of stock of banks are personal property andshall be transferred on the books of the bank in such manner as the bylaws mayprovide. A transfer of stock in a bank is invalid until any impairment of itscapital stock has been restored.
(b) Transfers of voting ownership interests of a bank or of abank holding company shall be reported to the commissioner not less than ten(10) days prior to being made if the transfer:
(i) Equals or exceeds ten percent (10%) of the bank's or thebank holding company's voting ownership interests; or
(ii) Is made to a person owning or controlling ten percent (10%)or more and less than eighty percent (80%) of the bank's or the bank holdingcompany's voting ownership interests.
(c) The state banking commissioner may disapprove any transferof stock required to be reported if he finds that the transferee:
(i) Repealed by Laws 1993, ch. 115, 3.
(ii) Has been convicted of a felony; or
(iii) Has been removed from a position as director, officer oremployee of a bank or other financial institution pursuant to an order of thestate banking commissioner or appropriate federal regulatory authority.
13-2-305. Purchase or acceptance of own capital stock.
Abank shall not accept as collateral or purchase its own capital stock unlessthe taking of the collateral or purchase is necessary to prevent loss upon adebt previously contracted in good faith. The stock shall be sold by the bankwithin six (6) months from the date it was received as collateral or acquiredby purchase unless the debt is paid in full.
13-2-306. Stock register; inspection.
Abank shall keep a stock register which is open for inspection during businesshours to officers, directors and stockholders of the bank. The register shall containthe name, residence and number of shares of each stockholder and all transfersof stock, stating the time made, the number of shares and to whom transferred.
13-2-307. Voting by shareholders generally; balloting for directors.
(a) Each share entitles the owner to one (1) vote on allelections of directors and all other questions submitted at meetings ofshareholders. Shareholders may vote by proxies executed in writing but noofficer, clerk, teller or bookkeeper of the bank shall act as proxy. Thepresence in person or by proxy of the owners of at least fifty-one percent(51%) of the issued and outstanding capital stock at any meeting ofstockholders constitutes a quorum. No shareholder whose liability to the bankis past due and unpaid shall be allowed to vote.
(b) In balloting for directors each qualified shareholder mayvote the number of shares owned by him for as many directors as are to beelected or may cumulate his votes by giving one (1) candidate the number ofvotes equal to the number of directors to be elected multiplied by the numberof his shares and he may distribute his votes cumulatively on the sameprinciple among any number of candidates. The persons having the highest numberof votes shall be declared elected as the board of directors for the ensuingcorporate year.
13-2-308. Preferred stock.
(a) A bank may issue one (1) or more classes of preferred stockupon the approval of two-thirds (2/3) of the stockholders pursuant to thissection and the approval of the state banking commissioner.
(b) Copies of the directors' and stockholders' minutesapproving the issuance bearing the approval of the state banking commissionershall be filed in the office of the secretary of state and treated as anamendment to the articles of incorporation.
(c) At a board of directors' meeting called on not less thanone (1) days notice, the directors may adopt a resolution calling for theissuance of preferred shares. The directors shall then call a meeting of thestockholders of the corporation, giving not less than five (5) days notice forthe purpose of stockholder approval.
(d) The voting rights and manner of retirement of preferredshares shall be as adopted in the resolution of the stockholders authorizingtheir issuance subject to the provisions of the articles of incorporation andthe approval of the state banking commissioner.
(e) The holders of the preferred stock of the highest classshall be entitled to cumulative dividends of up to six percent (6%) per yearbefore dividends are paid on any other stock. The holders of preferred stock ofsubsequent classes shall next be entitled to cumulative dividends of up to sixpercent (6%) in order of preference before dividends are paid to the holders ofcommon stock. In any liquidation no payment shall be made to the holders ofcommon stock until the holders of preferred stock have been paid the full parvalue of their stock and accumulated dividends in order of preference.
(f) The preferred stock and holders of preferred stock are not liablefor assessments to restore impairment of capital or for any liability imposedby law on common stock or the holders of common stock.
(g) No issue of preferred stock is valid until the entire parvalue of the shares has been paid in cash or until arrangements satisfactory tothe state banking commissioner have been made for payment.
(h) The par value of preferred stock shall be included in anydetermination of required capital under this act.
13-2-309. Issuance of capital notes or debentures; generally.
(a) A bank may issue, sell or pledge its capital notes ordebentures if the bank has first obtained the written or voting approval of theshareholders holding a majority of the shares of the bank and the writtenapproval of the state banking commissioner.
(b) The board of directors shall determine the terms of itscapital notes or debentures subject to the provisions of W.S. 13-2-311 andsubsection (c) of this section.
(c) The amount of outstanding capital notes or debentures ofany bank shall not exceed fifty percent (50%) of the amount of the capitalstock and surplus fund of the bank at the date of issue. The periods ofmaturities with respect to any issue shall not exceed twenty-five (25) years asprescribed by the state banking commissioner. Capital notes and debenturesshall be subject to a schedule of prepayments or to an appropriate sinking fundfor the amortization of the indebtedness.
13-2-310. Issuance of capital notes or debentures; approval by statebanking commissioner.
Thestate banking commissioner may approve the issue of capital notes or debenturesby any bank. Applications for approval shall be in writing and containinformation which he requests including a full explanation of the need for andproposed use of the funds. The state banking commissioner shall considerwhether the issuance would constitute sound banking practice and would be inthe best interests of the public, depositors, creditors and stockholders of thebank.
13-2-311. Capital notes or debentures; provisions to be stated.
(a) The following provisions shall be stated in the capitalnotes or debentures:
(i) That the notes or debentures are an unsecured indebtednessof the bank and subordinate to the claims of creditors and depositors;
(ii) In the event of liquidation of the bank all depositors andcreditors are entitled to be paid in full with interest provided by law priorto payment on the notes or debentures;
(iii) No payment will be made on the principal of the notes ordebentures unless following the payment the aggregate of the capital, surplusand undivided profits of the bank is at least equal to the amount of thecapital, surplus and undivided profits at the date of issue unless otherwiseauthorized by the state banking commissioner.
13-2-312. Capital notes or debentures; conversion into common orpreferred stock.
Capitalnotes and debentures may be converted into shares of common or preferred stockin accordance with the provisions of the capital notes or debentures. Ifcapital notes or debentures are converted the president or vice-president shallsubscribe and verify triplicate originals of a certificate stating the amountof conversion and other information as required by the state bankingcommissioner. The certificates shall be delivered to and approved by the statebanking commissioner who shall file one (1) of the certificates in his office,one (1) in the office of the secretary of state and return one (1) to thesubscribing officer of the bank.
13-2-313. Capital notes or debentures; no assessment or liability.
Capitalnotes, debentures and the holders thereof are not subject to any assessment norare holders of the notes or debentures liable for any debts or contracts of thebank.
13-2-314. Capital notes or debentures; proceeds not part of capital orsurplus.
(a) The proceeds from the sale of capital notes or debenturesshall not be considered a portion of the capital or surplus of the issuing banknor treated as meeting any requirements, restrictions or conditions relating tothe capital or surplus of a bank.
(b) The proceeds from the sale of notes or debentures issuedmay not be used to reduce or retire outstanding capital stock or surplus.
ARTICLE 4 - DIRECTORS
13-2-401. Authority to manage banks; qualifications.
Theaffairs of a bank shall be managed by not less than five (5) directors.Shareholders or the board of directors if provided by the articles ofincorporation may adopt and amend bylaws for the management of the bank. Eachdirector shall take an oath that he will faithfully and diligently perform theduties of his office and will not violate or knowingly permit the violation ofany of the laws of this state relating to the banking business. Within thirty(30) days after being elected or appointed each director of a bank shall filewith the state banking commissioner the oath required by this section and asworn financial statement on a form prescribed by the state bankingcommissioner.
13-2-402. Election; term; vacancies; number.
(a) The initial and elected directors of any bank shall holdoffice for one (1) year and until their successors are elected and qualifiedexcept in cases of death, resignation or removal under the laws of this state.All elections shall be held annually on a day designated by the directors on orbefore April 30.
(b) If the annual election of directors is not held at the timedesignated an election may be held within sixty (60) days thereafter followingnotice by publication in three (3) consecutive issues of a weekly newspaperprinted in the county in which the bank is located, or if no newspaper isprinted in the county then in a newspaper of general circulation in the state.
(c) Any director who during his tenure as a director becomesinsolvent or makes a general assignment of his property for the benefit ofcreditors shall vacate his office.
(d) Vacancies which reduce the board to less than five (5)members shall be filled within ninety (90) days of the vacancy by appointmentby the remaining directors for the unexpired term. The board shall notify thebanking commissioner of any vacancy on the board within thirty (30) days of thevacancy.
(e) Changes in the number of directors shall be authorized by amajority vote of the stockholders to be effective upon expiration of thecurrent corporate year. The change may become effective immediately with theconsent of the directors and written notification to the state bankingcommissioner.
13-2-403. Meetings; record of proceedings and business.
(a) The board of directors of a bank shall hold a regularmeeting every quarter of the calendar year. At each meeting a detailed reportshowing every loan and investment in excess of one percent (1%) of the bank'scapital and surplus made since the last report and the aggregate liability,direct or contingent, to the bank of each officer and director shall besubmitted. The board of directors shall review the report and make it a part ofthe record of the meeting. The record shall show their approval or disapprovalof the report.
(b) A record of the proceedings and business of all meetingsshall be included in the bank's minutes. The record shall show the grossearnings of the bank and their disposition by indicating expenses and taxespaid, worthless items charged off, depreciation in assets, amount carried tosurplus fund and amount of dividend and amount of undivided profits remaining.
13-2-404. Liability.
Anydirector who participates in or consents to any action of a bank in makingloans in excess of or contrary to law or regulations shall be liable in hisindividual capacity for damages proximately sustained by the bank, itsstockholders or other persons.
13-2-405. Repealed by Laws 1992, ch. 46, 2.
ARTICLE 5 - RESERVE REQUIREMENTS
13-2-501. Repealed by Laws 1981, ch. 29, 1.
13-2-502. Repealed by Laws 1981, ch. 29, 1.
13-2-503. Repealed by Laws 1981, ch. 29, 1.
ARTICLE 6 - BRANCH BANKS GENERALLY
13-2-601. Repealed By Laws 1997, ch. 75, 3.
13-2-602. Repealed By Laws 1997, ch. 75, 3.
13-2-603. Repealed By Laws 1997, ch. 75, 3.
13-2-604. Repealed By Laws 1997, ch. 75, 3.
13-2-605. Repealed By Laws 1997, ch. 75, 3.
13-2-606. Repealed By Laws 1997, ch. 75, 3.
13-2-607. Repealed By Laws 1997, ch. 75, 3.
ARTICLE 7 - STATEWIDE BRANCH BANKING
13-2-701. Definitions.
(a) As used in this act:
(i) "Branch" means any manned branch bank, branchoffice, branch agency, additional office, separate office or any branch orseparate place of business operated by a parent bank in this state which offersany or all of the banking services conducted at a parent bank, but excludes aremote electronic terminal as defined in W.S. 13-1-501(a)(v) and loanproduction offices operated in accordance with W.S. 13-2-709;
(ii) Repealed by Laws 1995, ch. 62, 2.
(iii) Repealed by Laws 1993, ch. 115, 3.
(iv) "Parent bank" means a state or national bankwhich operates or has applied to operate a branch in this state;
(v) "This act" means W.S. 13-2-701 through 13-2-708.
(a) With prior approval of the state banking commissioner abank may establish and operate one (1) or more branches at any location in thisstate.
(i) Repealed By Laws 1999, ch. 41, 2.
(ii) Repealed By Laws 1999, ch. 41, 2.
(b) All applications for establishing and operating a branchshall be filed with the commissioner and be accompanied by a filing feeestablished by rule by the commissioner but not more than two thousand fivehundred dollars ($2,500.00). The application shall be signed by the chiefexecutive officer of the applicant bank and contain and be accompanied by thefollowing information:
(i) Name and address of the applicant bank;
(ii) Exact location of the proposed branch;
(iii) Certification of publication of notice of the applicationat least once in a newspaper of general circulation in the county in which theproposed branch will be located;
(iv) Repealed By Laws 1999, ch. 41, 2.
(v) Certification that the applicant bank is well capitalized,as defined by rule of the commissioner;
(vi) Certification of compliance with the provisions of W.S.13-3-201 relating to investment limitations in bank premises;
(vii) Certification that the establishment of the branch does notinvolve a prohibited insider transaction or management interlock;
(viii) Discussion of any planned variances in the applicant bank'slending policy, procedures or services at the proposed branch;
(ix) Other information as the commissioner may require in orderto determine if the requirements of this section are met.
(c) The commissioner shall issue a certificate of authority forthe branch to the applicant bank within twenty (20) days after receipt of thecomplete application and fee unless he finds:
(i) Establishment or operation of the proposed branch wouldpose undue risk to the capital or surplus requirements of the applicant bank;
(ii) The name of the proposed branch does not reasonablyidentify the branch as a branch of the applicant bank or is likely to undulyconfuse the public; or
(iii) Repealed by Laws 1995, ch. 62, 2.
(iv) The applicant bank has failed to substantially comply withapplicable law governing its operation.
(d) The certificate of authority expires one (1) year after itsissuance unless the branch has opened and business has begun in good faith.
(e) The application fee provided by subsection (b) of thissection shall be deposited by the state banking commissioner with the statetreasurer and credited to the financial institutions administration account.Expenditures shall be made from the account by warrants drawn by the stateauditor, upon vouchers issued and signed by the director or commissioner. Fundsfrom the account shall be expended only to carry out the duties of thecommissioner or the state banking board. If the application expenses are lessthan the amount of the fee, the unexpended amount shall remain within theaccount.
(f) Repealed By Laws 1999, ch. 42, 3.
(g) Every branch bank in this state shall be licensed by thecommissioner before operating, engaging in or conducting a banking business. The license shall be renewed annually, not more than sixty (60) nor less thanthirty (30) days before the anniversary date upon which the initial license isissued.
(h) The commissioner shall fix the amount of the initiallicense fee and annual renewal fee by rule and regulation. Annual renewal feesmay be assessed on a graduated or progressive scale based on deposits, assets,business volume, loans or a combination of these or other factors as determinedby the commissioner.
(j) An application for an initial branch license or renewal ofa branch license shall be submitted to the commissioner in writing in the formand containing the information required by the commissioner. Each licensedbranch of a bank chartered under the laws of this state or of any other stateis subject to compliance examinations as the commissioner deems necessary.
(k) The activities and operations of a branch are attributableto the applicant bank for purposes of determining qualification for authorityto do business in this state.
(m) An out-of-state bank which has established a Wyoming branchby means of an interstate merger pursuant to article 8 of chapter 2 of thistitle, may establish and operate one (1) or more branches at any location inthis state, subject to the requirements of subsections (g) through (k) of thissection.
13-2-703. Amendment to articles of incorporation.
Before opening a branch under this act, theapplicant bank shall deliver an amendment to its articles of incorporationreflecting the branch to the commissioner in the same manner provided in W.S.13-4-102. W.S. 13-4-102 applies to all amendments to articles of incorporationdelivered under this section.
13-2-704. Closing of a branch.
Nobranch shall be closed unless the parent bank certifies to the commissionerthat all persons with an account at that branch have been notified of the dateof closure not less than sixty (60) days before the date of closure and that anotice indicating the branch will be closed will be published in a newspaper ofgeneral circulation in the county in which the branch is located at leastweekly for three (3) consecutive weeks prior to the calendar week in which thedate of closure will occur.
13-2-705. Bank facility not a branch.
(a) Notwithstanding any other provision of this act, a bank mayestablish and operate a facility which shall not be considered a branch, but anextension or expansion of an existing parent bank or branch if the facility is:
(i) Within the boundary lines of a single contiguous area ofproperty owned or leased and occupied as a place of business by a parent bankor branch bank, whether or not the facility is physically connected to the bankor place of business; or
(ii) Across a street, alley, railroad right-of-way orthoroughfare from the existing parent bank or branch bank when such facility isphysically connected to the bank or place of business by a private, enclosed, secureoverhead passageway, underground tunnel or pneumatic tube system; or
(iii) Within one thousand (1,000) yards of the parent bank orbranch bank, whether or not such facility is physically connected to the bankor place of business, after being granted prior written approval of thedepartment stating that the facility qualifies for this exemption.
13-2-706. No limits on authority of existing branches and banks.
Nothingin this act shall limit the authority of any existing branch or bank operatingat the time this act takes effect.
13-2-707. Prohibition on foreign bank branching.
Nothingin this act shall be construed as permitting a bank to establish a branch inany state other than Wyoming. Except as provided in W.S. 13-2-702(m) and13-2-901 through 13-2-904, a bank not authorized or organized to do businessunder the laws of this state, or a bank organized under the laws of a countryother than the United States, shall not establish or operate a branch in thestate of Wyoming.
13-2-708. Antitrust laws.
If,but for this act, any action by any one (1) or more banks would be in violationof the laws of this state or of the United States, commonly referred to as theantitrust laws, then this act shall be construed so as to permit or require onlyactions that shall not be in violation of the laws.
13-2-709. Loan production offices; activities; notification;examination; name.
(a) After notifying the commissioner, a bank may establish andoperate one (1) or more loan production offices. A loan production office mayconduct any of the following activities:
(i) Solicit loans on behalf of the bank or a branch of thebank;
(ii) Assemble credit information;
(iii) Make property inspections and appraisals;
(iv) Secure title information;
(v) Prepare applications for loans, including makingrecommendations with respect to action;
(vi) Solicit investors to purchase loans from the bank and tocontract with the bank for servicing of such loans; and
(vii) Any other activity that federal authorities have approvedfor a loan production office operated by a national bank.
(b) A bank shall not accept deposits, originate deposits orsavings or checking accounts, approve loans or disburse loan funds at a loanproduction office established pursuant to this section.
(c) The notification to the commissioner shall include thefollowing information:
(i) The street address of the loan production office;
(ii) A general description of the area where the loan productionoffice will be located;
(iii) The proposed activities to be conducted at the loanproduction office and the types of loans to be solicited at the office.
(d) Each loan production office shall be subject to examinationand supervision by the commissioner in the same manner and to the same extentas the bank. If the commissioner determines that the loan production office isviolating any applicable law or that the operation of the loan productionoffice is adversely affecting the safety and soundness of the bank, thecommissioner may take any appropriate administrative action authorized in thisact.
(e) Nothing in this section shall prohibit a bank fromestablishing and operating a loan production office in a state other thanWyoming, provided that the bank complies with all applicable provisions ofWyoming law, the law of the state where the loan production office will belocated and federal law.
(f) Every loan production office operating in this state,including a loan production office operated by a federally chartered financialinstitution or an out-of-state bank, shall include the words "loanproduction office" in its title, official documents, letterhead,advertisements, signs and any other communications with its customers or thegeneral public.
ARTICLE 8 - INTERSTATE BRANCHING AND BANK MERGERS
13-2-801. Scope; legislative intent.
It is the express intent of this article topermit interstate branching by merger under section 102 of the Riegle-NealInterstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328,in accordance with the provisions set forth in this article.
13-2-802. Definitions.
(a) As used in this article:
(i) "Affiliate" has the meaning set forth in the BankHolding Company Act, 12 U.S.C. section 1841(k);
(ii) "Bank" has the meaning set forth in 12 U.S.C.section 1813(h), provided that the term "bank" shall include aforeign bank only if organized under the laws of a territory of the UnitedStates, Puerto Rico, Guam, American Samoa or the Virgin Islands and thedeposits of which are insured by the federal deposit insurance corporation;
(iii) "Bank supervisory agency" means any of thefollowing:
(A) Any agency of another state with primary responsibility forchartering and supervising banks; and
(B) The office of the comptroller of the currency, the federaldeposit insurance corporation, the board of governors of the federal reservesystem and any successor to these agencies.
(iv) "Branch" means any manned branch bank, branchoffice, branch agency, additional office, separate office or any branch orseparate place of business operated by a bank in this state which offers any orall of the banking services conducted at a parent bank, but excludes a remoteelectronic terminal as defined in W.S. 13-1-501(a)(v);
(v) "Control" shall be construed consistently withthe provisions of 12 U.S.C. section 1841(a)(2);
(vi) "Home state" means:
(A) With respect to a state bank, the state by which the bankis chartered;
(B) With respect to a national bank, the state in which themain office of the bank is located;
(C) With respect to a foreign bank, the state determined to bethe home state of the foreign bank under 12 U.S.C. section 3103(c).
(vii) "Home state supervisor" means, with respect to anout-of-state state bank, the bank supervisory agency of the state in which thebank is chartered;
(viii) "Host state" means a state, other than the homestate of a bank, in which the bank maintains or seeks to establish and maintaina branch;
(ix) "Insured depository institution" means anyinstitution included for any purpose within the definitions of "insureddepository institution" as set forth in 12 U.S.C. section 1813(c)(2) and(3);
(x) "Interstate merger transaction" means:
(A) The merger or consolidation of banks with different homestates, and the conversion of branches of any bank involved in the merger orconsolidation into branches of the resulting bank; or
(B) The purchase of all or substantially all of the assets,including all of the branches, of a bank whose home state is different from thehome state of the acquiring bank.
(xi) "Out-of-state bank" means a bank whose home stateis a state other than Wyoming;
(xii) "Out-of-state state bank" means a bank charteredunder the laws of any state other than Wyoming;
(xiii) "Resulting bank" means a bank that has resultedfrom an interstate merger transaction under this article;
(xiv) "State" means any state, territory or otherpossession of the United States, including the District of Columbia;
(xv) "Wyoming bank" means a bank whose home state isthe state of Wyoming;
(xvi) "Wyoming state bank" means a bank chartered underthe laws of the state of Wyoming.
13-2-803. Authority of state banks to establish interstate branches bymerger.
With the prior approval of thecommissioner, a Wyoming state bank may establish, maintain and operate one (1)or more branches in a state other than Wyoming pursuant to an interstate mergertransaction in which the Wyoming state bank is the resulting bank. Not laterthan the date on which the required application for the interstate mergertransaction is filed with the responsible federal bank supervisory agency, theapplicant Wyoming state bank shall file an application on a form prescribed bythe commissioner and pay the fee prescribed by W.S. 13-4-104. The applicantshall also comply with the applicable provisions of W.S. 13-4-101 through13-4-114.
13-2-804. Interstate merger transactions and branching permitted.
(a) One (1) or more Wyoming banks may enter into an interstatemerger transaction with one (1) or more out-of-state banks under this article,and an out-of-state bank resulting from the transaction may maintain andoperate the branches in Wyoming of a Wyoming bank that participated in thetransaction, provided that the conditions and filing requirements of thisarticle are met.
(b) An interstate merger transaction shall not be permittedunder this article, if, upon consummation of the transaction, the resultingbank, including all insured depository institutions that would be affiliates,would control thirty percent (30%) or more of the total amount of deposits heldby all insured depository institutions in this state. Nothing in thissubsection prohibits an out-of-state bank from merging with a Wyoming bankwhich, prior to the merger, controls thirty percent (30%) or more of the totalamount of deposits held by all insured depository institutions in this state,if the out-of-state bank has not maintained a branch bank in Wyoming prior tothe merger.
(c) Notwithstanding W.S. 13-4-111 or any other provision oflaw, an interstate merger transaction resulting in the acquisition by anout-of-state bank of a Wyoming bank shall not be permitted under this articleunless the Wyoming bank, or a predecessor, has as of the proposed date ofacquisition 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.
13-2-805. Notice and filing requirements; license fee.
(a) Any out-of-state bank that will be the resulting bankpursuant to an interstate merger transaction involving a Wyoming bank shallnotify the commissioner of the proposed merger not later than the date on whichit files an application for an interstate merger transaction with the responsiblefederal bank supervisory agency, and shall submit a copy of that application tothe commissioner together with a filing fee, if any, not exceeding fourthousand five hundred dollars ($4,500.00), as required by the commissioner. Except as prohibited by federal law, any Wyoming state bank which is a party tothe interstate merger transaction shall comply with the applicable provisionsof W.S. 13-4-101 through 13-4-114 and with other applicable state and federallaws. Any out-of-state bank which will be the resulting bank in an interstatemerger transaction shall provide satisfactory evidence to the commissioner ofcompliance with applicable requirements of W.S. 17-16-1503, 17-16-1506 and17-16-1507.
(b) Every branch bank in this state shall be licensed by thecommissioner before operating, engaging in or conducting a banking business. The license shall be renewed annually, not more than sixty (60) nor less thanthirty (30) days before the anniversary date upon which the initial license isissued.
(c) The commissioner shall fix the amount of the initiallicense fee and annual renewal fee by rule and regulation. Annual renewal feesmay be assessed on a graduated or progressive scale based on deposits, assets,business volume, loans or a combination of these or other factors as determinedby the commissioner.
13-2-806. Powers; additional branches.
(a) An out-of-state state bank which establishes and maintainsone (1) or more branches in Wyoming under this article may conduct anyactivities at the branch or branches that are authorized under the laws of thisstate for branches of Wyoming state banks.
(b) A Wyoming state bank may conduct any activities at anybranch outside Wyoming that are permissible for a bank chartered by the hoststate where the branch is located, except to the extent the activities areexpressly prohibited by the laws of this state or by any regulation or order ofthe commissioner applicable to the Wyoming state bank; provided, however, thecommissioner may waive the prohibition if he determines, by order orregulation, that the involvement of out-of-state branches of Wyoming statebanks in particular activities would not threaten the safety or soundness ofthe banks.
(c) An out-of-state bank that has established or acquired abranch in Wyoming under this article may establish or acquire branches inWyoming to the same extent that any Wyoming bank may establish or acquire abranch in Wyoming under applicable federal and state law.
13-2-807. Examinations; periodic reports; cooperative agreements;assessment of fees.
(a) To the extent consistent with subsection (c) of thissection, the commissioner may make such examinations of any branch establishedand maintained in this state pursuant to this article by an out-of-state bankas the commissioner may deem necessary to determine whether the branch is beingoperated in compliance with the laws of this state and in accordance with safeand sound banking practices. All operations of the licensed branch in thisstate are subject to the same laws, rules, regulations, restrictions andrequirements that apply to a branch of a bank chartered under the laws of thisstate. Licensed branches are subject to the same requirements forexaminations, and shall be assessed the same examination and service fees, asprovided for branches of a bank chartered in this state.
(b) Records of the activities and operations in this state of abranch operating pursuant to this article shall be made available upon requestof the commissioner. The commissioner may prescribe requirements for periodicreports regarding any out-of-state bank that operates a branch in Wyomingpursuant to this article. The required reports shall be provided by such banksor by the bank supervisory agency having primary responsibility for the bank. Any reporting requirement prescribed by the commissioner under this subsectionshall be:
(iv) Buy, sell and discount bills of exchange, notes and allother written evidence of debt except as otherwise provided;
(v) Receive notes, buy and sell gold and silver coins andbullion where permitted by federal law;
(vi) Collect and pay over money;
(vii) Transact all other business pertaining to banking subjectto the provisions and restrictions of this act;
(viii) Operate a savings department;
(ix) Operate a trust department and exercise all powersenumerated by W.S. 13-5-101(b);
(x) Act as executor, administrator, trustee, receiver, assigneeor guardian of any estate, minor, incompetent or other persons subject toguardianship, and accept appointments by any court in connection with any ofthe foregoing. In the case of such appointment, or in case the bank shall benamed as executor in any will or assignee of any assignment for the benefit ofcreditors, the bank shall not be required to give any bond or security unlessdirected by an order of the court making such appointment, or havingjurisdiction of such will or assignment;
(xi) Sell insurance or annuities, provided however, allbank-related sales of insurance and annuities shall be in accordance with theWyoming Insurance Code and subject to all other applicable state and federallaws and rules and regulations governing bank-related sale of insurance orannuities;
(xii) Engage in any activity that is usual or incidental to thebusiness of banking, subject to the prior written approval of the commissioner.The commissioner shall not approve a request to engage in an incidentalactivity if he finds that the requested activity will adversely affect thesafety and soundness of the bank; and
(xiii) Engage in any activity in which a federally charteredinsured depository institution as defined by W.S. 13-2-802(a)(ix) operatingwithin this state is authorized to engage, as approved by rule by the commissioner.
(b) Insurance underwriting shall not be approved as usual orincidental to the business of banking under this act, whether for a bank or anoperating subsidiary, unless permitted for a federally chartered insureddepository institution as defined by W.S. 13-2-802(a)(ix).
13-2-102. Perpetual duration.
Abank shall have perpetual duration except as otherwise provided by the articlesof incorporation.
13-2-103. Federal deposit insurance.
Allbanks shall obtain insurance of their deposits by the United States and shallsubscribe for insurance of deposit accounts by the federal deposit insurancecorporation (FDIC).
ARTICLE 2 - CHARTERING
13-2-201. Organization and application.
Five(5) or more adult persons may organize a corporation for the purpose ofcarrying on general banking business in a place in this state designated in thearticles of incorporation subject to the conditions prescribed by law. Theincorporators shall subscribe and verify triplicate originals of the articlesof incorporation and transmit them to the state banking commissioner.
13-2-202. Articles of incorporation.
(a) The articles of incorporation shall include the followinginformation:
(i) The corporate name;
(ii) The object for which the corporation is organized;
(iii) The term of its existence which may be perpetual;
(iv) The place where its office shall be located and itsoperations conducted;
(v) The amount of capital stock and the number of shares;
(vi) The name and residence of each shareholder subscribing tomore than ten percent (10%) of the stock and the number of his shares;
(vii) The number of directors and the names of those who shallmanage the affairs of the corporation for the first year; and
(viii) A statement that the articles of incorporation are made toenable the incorporators to avail themselves of the advantages of the bankinglaws of the state.
(b) Copies of all amended articles of incorporation shall befiled in the same manner as the original articles of incorporation.
13-2-203. Repealed by Laws 1988, ch. 59, 1,2.
13-2-204. Repealed by Laws 1991, ch. 175, 3.
13-2-205. Repealed by Laws 1991, ch. 175, 3.
13-2-206. Renumbered as 13-1-606 by Laws 1993, ch. 115, 2.
13-2-207. Procedure upon filing of articles of incorporation,application and other information.
Uponfiling with the state banking commissioner the articles of incorporation asrequired by W.S. 13-2-201 and 13-2-202, an application and any otherinformation required by the rules and regulations of the board, the statebanking commissioner shall notify the applicants in writing within thirty (30)calendar days of any deficiency in the required information or that theapplication has been accepted for filing. When the state banking commissioner issatisfied that all required information has been furnished, he shall notify thechairman of the board who shall establish a time and place within the county ofthe proposed financial institution location for a public hearing which shall benot less than sixty (60) days nor more than one hundred twenty (120) days afternotice from the state banking commissioner that the application is in order.Within thirty (30) days after receipt of notice of the time and place of thepublic hearing, the applicant shall cause notice of filing of the applicationand of the hearing to be published at applicant's expense in a newspaper ofgeneral circulation within the county where the proposed financial institutionis to be located. Publication shall be made at least once a week for three (3)consecutive weeks before the hearing stating the proposed location of thefinancial institution, the names of the proposed applicants for a charter, thenature of the activities to be conducted by the proposed institution and otherinformation as the board shall prescribe from time to time by rules andregulations. The applicant shall furnish proof of publication to the statebanking commissioner not more than ten (10) days prior to the hearing. Thestate banking commissioner shall send notice of the hearing to state andnational banks, federal savings and loan associations and other financialinstitutions in the state who have requested notice from the state bankingcommissioner and to the appropriate federal financial institution regulatoryauthorities.
13-2-208. Application filing fee.
Theapplication filed with the state banking commissioner shall be accompanied by afee of fifteen thousand dollars ($15,000.00) to cover the expense of theinvestigation by the state banking commissioner, the expense of the publichearing and other related expenses. The fee shall be deposited by the statebanking commissioner with the state treasurer into the financial institutionsadministration account. Expenditures shall be made from the account by warrantsdrawn by the state auditor, upon vouchers issued and signed by the director orcommissioner. Funds from the account shall be expended only to carry out theduties of the commissioner and the state banking board under this article andfor chartering trust companies under chapter 5 of this title. If an applicationfor a financial institution charter is withdrawn by the applicant at any timeprior to the hearing on the application, the statutory application filing fee,less the amount of any expense authorized above and actually incurred, shall berefunded to the applicant. If the application expenses are less than fifteenthousand dollars ($15,000.00) the unexpended amount shall remain within theaccount.
13-2-209. Procedure for hearings on charter applications.
Thehearing for a charter application shall be conducted as a contested case underthe Wyoming Administrative Procedure Act and shall comply with the requirementsof that act.
13-2-210. Emergency charters; fees.
(a) Notwithstanding any other provisions contained in this act,a financial institutions charter may be granted by the state bankingcommissioner without a hearing in any case determined by the state bankingcommissioner to be an emergency arising from the insolvency, or to prevent thefailure, of an existing financial institution, but the granting of anyemergency charter under this section is contingent upon the state bankingcommissioner determining that findings required by W.S. 13-2-212(a) have beensatisfied.
(b) The application fee for an emergency charter is fourthousand dollars ($4,000.00). The fee shall be deposited by the state bankingcommissioner with the state treasurer and credited to the financialinstitutions administration account. Expenditures shall be made from theaccount by warrants drawn by the state auditor, upon vouchers issued and signedby the director or commissioner. Funds from the account shall be expended tocarry out the duties of the commissioner or the state banking board.
13-2-211. Investigation and examination by banking commissioner.
(a) Upon receiving the articles of incorporation, applicationand other information required, the state banking commissioner shall make acareful investigation and examination of the following:
(i) The character, reputation, financial standing and abilityof the organizers;
(ii) The character, financial responsibility, banking or savingsand loan or other financial experience and business qualifications of thoseproposed as officers;
(iii) The character and standing in the community and state ofthose proposed as directors, stockholders or owners;
(iv) The need in the community where the institution would belocated giving particular consideration to the adequacy of existing financialfacilities and the effect that the proposed institution would have uponexisting financial institutions in the community;
(v) The ability of the community to support the proposedinstitution, including existing competition, the economic history of thecommunity and the opportunity for profitable employment of financialinstitution funds; and
(vi) Such other facts and circumstances bearing on the proposedfinancial institution as the banking commissioner may deem relevant.
(b) The state banking commissioner shall submit his findingsverbally and in writing at the public hearing on the application and shall besubject to cross-examination by any interested party. No relevant informationshall be excluded by the board as hearsay.
13-2-212. Approval or disapproval of application; criteria forapproval; action upon application; interim bank charter; fee.
(a) Within ninety (90) days after receipt of the transcript ofthe public hearing, the board shall in its discretion approve, conditionallyapprove or disapprove the application, but it shall not approve the applicationuntil it has ascertained to its satisfaction:
(i) The public need and convenience will be promoted by theestablishment of the proposed financial institution;
(ii) Conditions in the community in which the proposed financialinstitution would transact business afford reasonable promise of successfuloperation;
(iii) The financial institution is being formed for no otherpurpose than the legitimate objects contemplated by the laws of the state;
(iv) The proposed capital and surplus are not less than therequired minimum and are adequate in light of current and prospectiveconditions;
(v) The proposed officers and directors have sufficientexperience, ability and standing to afford reasonable promise of successfuloperation;
(vi) The name of the proposed financial institution does notresemble so closely as to cause confusion the name of any other financialinstitution transacting business in the county; and
(vii) The applicants have complied with all applicable provisionsof law.
(b) The board shall take action upon the application by statingits findings of fact and conclusions of law. If the board approves theapplication, the state banking commissioner shall endorse upon the articles ofincorporation the approval and shall file one (1) copy with the secretary ofstate, retain one (1) copy in his files and return one (1) copy to theapplicants within twenty (20) days after the date of the decision of the boardapproving the application. If the board conditionally approves an applicationby requiring increased capital or surplus, retention of additional qualifiedofficers or directors, or change of name to avoid confusion, and uponcompliance by the applicant, the state banking commissioner shall proceed asprovided in the preceding sentence. If the board disapproves the application,the state banking commissioner shall mail notice of the disapproval to theapplicants within twenty (20) days after the board's negative action.
(c) The board may waive the public hearing required under W.S.13-2-207 if the application is for an interim bank charter to be used as avehicle for merger with an existing bank which is currently serving the publicneed and convenience of the community, operating profitably, adequatelycapitalized, has officers and directors of proven ability and is to bechartered solely for the purpose of facilitating the merger and the change inownership of the existing bank in accordance with W.S. 13-4-108. The applicationfee for an interim bank charter for which a public hearing is waived is fourthousand dollars ($4,000.00). The fee shall be deposited by the state bankingcommissioner with the state treasurer and credited to the financialinstitutions administration account. Expenditures shall be made from theaccount by warrants drawn by the state auditor, upon vouchers issued and signedby the director or commissioner. Funds from the account shall be expended onlyto carry out the duties of the commissioner or the state banking board.
13-2-213. Certificate of authority to commence business required;application; approval or denial; failure to commence business.
Ifthe application is approved and a charter granted by the board, the financialinstitution shall not commence business before receiving a certificate ofauthority to operate from the state banking commissioner. The application for acertificate of authority shall be made to the state banking commissioner andshall certify that the capital and surplus have been paid in, the address atwhich the institution will operate and that all of the bylaws adopted have beenattached as an exhibit to the application. The application shall state who theofficers, directors and stockholders are at that time and have attachedevidence that appropriate federal insurance of deposits has been obtained,where applicable. The state banking commissioner shall approve or deny anapplication for a certificate of authority within thirty (30) days after theapplication has been filed, but the authority of the state banking commissionerto disapprove any application is restricted solely to noncompliance with thissection. If the state banking commissioner approves the application, he shallissue a certificate of authority to the organizers within twenty (20) days. Ifthe state banking commissioner denies the application, he shall mail a noticeof denial to the organizers within twenty (20) days, stating the reasons fordenying the application, and grant to the organizers a maximum period of ninety(90) days to resubmit the application with the necessary corrections. If theapplicant fails to comply with requirements of the notice of denial withinninety (90) days from the receipt of the notice, the approval of theapplication and articles of incorporation previously issued to the applyinginstitution shall be revoked by the state banking commissioner. The failure ofthe state banking commissioner to act upon an application for a certificate ofauthority within thirty (30) days shall be deemed an approval. If the approvedinstitution fails to commence business in good faith within one (1) year afterthe issuance of a certificate of authority by the state banking commissioner orany required federal approval, whichever is later, the charter and certificateof authority shall expire.
13-2-214. Decisions by board appealable; grounds.
Anydecision of the board in approving or disapproving any charter or the issuanceor denial of a certificate of authority is appealable to the district court of thecounty in which the institution is to be located in accordance with theprovisions of the Wyoming Administrative Procedure Act. In addition to thegrounds for appeal contained in the Wyoming Administrative Procedure Act, theappellant may appeal if the board or the state banking commissioner fails tomake any of the findings required.
13-2-215. Report of interests in financial institutions by statebanking commissioner and board members.
Onor before January 10 of each calendar year the state banking commissioner andeach member of the board shall submit to the governor a list of all assets andliabilities of any nature that he has in any financial institution in the stateof Wyoming or elsewhere. The list shall be certified under oath and a copy shallbe furnished to the chairman of the board.
ARTICLE 3 - CAPITAL REQUIREMENTS, STOCK, NOTES AND DEBENTURES
13-2-301. Requirements as to capital.
(a) The capital stock of each bank organized under this actshall be subscribed for as fully paid stock. No bank shall organize with acapital stock less than five hundred thousand dollars ($500,000.00).
(b) No bank shall commence business until the full amount ofits authorized capital is subscribed and all capital stock is fully paid in. No bank may organize without a paid up surplus fund of at least twenty percent(20%) of its legally authorized capital stock, and undivided profits insufficient amount for the expense of operation the first year as determined bythe state banking commissioner.
13-2-302. Issue of stock.
Abank shall not issue any share of stock until the par value of the share hasbeen actually paid in cash.
13-2-303. Increase or reduction of capital stock.
Anybank may increase or reduce the capital stock of the bank after receiving thewritten approval of the state banking commissioner and by the vote of theshareholders owning two-thirds (2/3) of the stock in the bank at astockholders' meeting called for that purpose.
13-2-304. Transfer of stock and other ownership interests.
(a) The shares of stock of banks are personal property andshall be transferred on the books of the bank in such manner as the bylaws mayprovide. A transfer of stock in a bank is invalid until any impairment of itscapital stock has been restored.
(b) Transfers of voting ownership interests of a bank or of abank holding company shall be reported to the commissioner not less than ten(10) days prior to being made if the transfer:
(i) Equals or exceeds ten percent (10%) of the bank's or thebank holding company's voting ownership interests; or
(ii) Is made to a person owning or controlling ten percent (10%)or more and less than eighty percent (80%) of the bank's or the bank holdingcompany's voting ownership interests.
(c) The state banking commissioner may disapprove any transferof stock required to be reported if he finds that the transferee:
(i) Repealed by Laws 1993, ch. 115, 3.
(ii) Has been convicted of a felony; or
(iii) Has been removed from a position as director, officer oremployee of a bank or other financial institution pursuant to an order of thestate banking commissioner or appropriate federal regulatory authority.
13-2-305. Purchase or acceptance of own capital stock.
Abank shall not accept as collateral or purchase its own capital stock unlessthe taking of the collateral or purchase is necessary to prevent loss upon adebt previously contracted in good faith. The stock shall be sold by the bankwithin six (6) months from the date it was received as collateral or acquiredby purchase unless the debt is paid in full.
13-2-306. Stock register; inspection.
Abank shall keep a stock register which is open for inspection during businesshours to officers, directors and stockholders of the bank. The register shall containthe name, residence and number of shares of each stockholder and all transfersof stock, stating the time made, the number of shares and to whom transferred.
13-2-307. Voting by shareholders generally; balloting for directors.
(a) Each share entitles the owner to one (1) vote on allelections of directors and all other questions submitted at meetings ofshareholders. Shareholders may vote by proxies executed in writing but noofficer, clerk, teller or bookkeeper of the bank shall act as proxy. Thepresence in person or by proxy of the owners of at least fifty-one percent(51%) of the issued and outstanding capital stock at any meeting ofstockholders constitutes a quorum. No shareholder whose liability to the bankis past due and unpaid shall be allowed to vote.
(b) In balloting for directors each qualified shareholder mayvote the number of shares owned by him for as many directors as are to beelected or may cumulate his votes by giving one (1) candidate the number ofvotes equal to the number of directors to be elected multiplied by the numberof his shares and he may distribute his votes cumulatively on the sameprinciple among any number of candidates. The persons having the highest numberof votes shall be declared elected as the board of directors for the ensuingcorporate year.
13-2-308. Preferred stock.
(a) A bank may issue one (1) or more classes of preferred stockupon the approval of two-thirds (2/3) of the stockholders pursuant to thissection and the approval of the state banking commissioner.
(b) Copies of the directors' and stockholders' minutesapproving the issuance bearing the approval of the state banking commissionershall be filed in the office of the secretary of state and treated as anamendment to the articles of incorporation.
(c) At a board of directors' meeting called on not less thanone (1) days notice, the directors may adopt a resolution calling for theissuance of preferred shares. The directors shall then call a meeting of thestockholders of the corporation, giving not less than five (5) days notice forthe purpose of stockholder approval.
(d) The voting rights and manner of retirement of preferredshares shall be as adopted in the resolution of the stockholders authorizingtheir issuance subject to the provisions of the articles of incorporation andthe approval of the state banking commissioner.
(e) The holders of the preferred stock of the highest classshall be entitled to cumulative dividends of up to six percent (6%) per yearbefore dividends are paid on any other stock. The holders of preferred stock ofsubsequent classes shall next be entitled to cumulative dividends of up to sixpercent (6%) in order of preference before dividends are paid to the holders ofcommon stock. In any liquidation no payment shall be made to the holders ofcommon stock until the holders of preferred stock have been paid the full parvalue of their stock and accumulated dividends in order of preference.
(f) The preferred stock and holders of preferred stock are not liablefor assessments to restore impairment of capital or for any liability imposedby law on common stock or the holders of common stock.
(g) No issue of preferred stock is valid until the entire parvalue of the shares has been paid in cash or until arrangements satisfactory tothe state banking commissioner have been made for payment.
(h) The par value of preferred stock shall be included in anydetermination of required capital under this act.
13-2-309. Issuance of capital notes or debentures; generally.
(a) A bank may issue, sell or pledge its capital notes ordebentures if the bank has first obtained the written or voting approval of theshareholders holding a majority of the shares of the bank and the writtenapproval of the state banking commissioner.
(b) The board of directors shall determine the terms of itscapital notes or debentures subject to the provisions of W.S. 13-2-311 andsubsection (c) of this section.
(c) The amount of outstanding capital notes or debentures ofany bank shall not exceed fifty percent (50%) of the amount of the capitalstock and surplus fund of the bank at the date of issue. The periods ofmaturities with respect to any issue shall not exceed twenty-five (25) years asprescribed by the state banking commissioner. Capital notes and debenturesshall be subject to a schedule of prepayments or to an appropriate sinking fundfor the amortization of the indebtedness.
13-2-310. Issuance of capital notes or debentures; approval by statebanking commissioner.
Thestate banking commissioner may approve the issue of capital notes or debenturesby any bank. Applications for approval shall be in writing and containinformation which he requests including a full explanation of the need for andproposed use of the funds. The state banking commissioner shall considerwhether the issuance would constitute sound banking practice and would be inthe best interests of the public, depositors, creditors and stockholders of thebank.
13-2-311. Capital notes or debentures; provisions to be stated.
(a) The following provisions shall be stated in the capitalnotes or debentures:
(i) That the notes or debentures are an unsecured indebtednessof the bank and subordinate to the claims of creditors and depositors;
(ii) In the event of liquidation of the bank all depositors andcreditors are entitled to be paid in full with interest provided by law priorto payment on the notes or debentures;
(iii) No payment will be made on the principal of the notes ordebentures unless following the payment the aggregate of the capital, surplusand undivided profits of the bank is at least equal to the amount of thecapital, surplus and undivided profits at the date of issue unless otherwiseauthorized by the state banking commissioner.
13-2-312. Capital notes or debentures; conversion into common orpreferred stock.
Capitalnotes and debentures may be converted into shares of common or preferred stockin accordance with the provisions of the capital notes or debentures. Ifcapital notes or debentures are converted the president or vice-president shallsubscribe and verify triplicate originals of a certificate stating the amountof conversion and other information as required by the state bankingcommissioner. The certificates shall be delivered to and approved by the statebanking commissioner who shall file one (1) of the certificates in his office,one (1) in the office of the secretary of state and return one (1) to thesubscribing officer of the bank.
13-2-313. Capital notes or debentures; no assessment or liability.
Capitalnotes, debentures and the holders thereof are not subject to any assessment norare holders of the notes or debentures liable for any debts or contracts of thebank.
13-2-314. Capital notes or debentures; proceeds not part of capital orsurplus.
(a) The proceeds from the sale of capital notes or debenturesshall not be considered a portion of the capital or surplus of the issuing banknor treated as meeting any requirements, restrictions or conditions relating tothe capital or surplus of a bank.
(b) The proceeds from the sale of notes or debentures issuedmay not be used to reduce or retire outstanding capital stock or surplus.
ARTICLE 4 - DIRECTORS
13-2-401. Authority to manage banks; qualifications.
Theaffairs of a bank shall be managed by not less than five (5) directors.Shareholders or the board of directors if provided by the articles ofincorporation may adopt and amend bylaws for the management of the bank. Eachdirector shall take an oath that he will faithfully and diligently perform theduties of his office and will not violate or knowingly permit the violation ofany of the laws of this state relating to the banking business. Within thirty(30) days after being elected or appointed each director of a bank shall filewith the state banking commissioner the oath required by this section and asworn financial statement on a form prescribed by the state bankingcommissioner.
13-2-402. Election; term; vacancies; number.
(a) The initial and elected directors of any bank shall holdoffice for one (1) year and until their successors are elected and qualifiedexcept in cases of death, resignation or removal under the laws of this state.All elections shall be held annually on a day designated by the directors on orbefore April 30.
(b) If the annual election of directors is not held at the timedesignated an election may be held within sixty (60) days thereafter followingnotice by publication in three (3) consecutive issues of a weekly newspaperprinted in the county in which the bank is located, or if no newspaper isprinted in the county then in a newspaper of general circulation in the state.
(c) Any director who during his tenure as a director becomesinsolvent or makes a general assignment of his property for the benefit ofcreditors shall vacate his office.
(d) Vacancies which reduce the board to less than five (5)members shall be filled within ninety (90) days of the vacancy by appointmentby the remaining directors for the unexpired term. The board shall notify thebanking commissioner of any vacancy on the board within thirty (30) days of thevacancy.
(e) Changes in the number of directors shall be authorized by amajority vote of the stockholders to be effective upon expiration of thecurrent corporate year. The change may become effective immediately with theconsent of the directors and written notification to the state bankingcommissioner.
13-2-403. Meetings; record of proceedings and business.
(a) The board of directors of a bank shall hold a regularmeeting every quarter of the calendar year. At each meeting a detailed reportshowing every loan and investment in excess of one percent (1%) of the bank'scapital and surplus made since the last report and the aggregate liability,direct or contingent, to the bank of each officer and director shall besubmitted. The board of directors shall review the report and make it a part ofthe record of the meeting. The record shall show their approval or disapprovalof the report.
(b) A record of the proceedings and business of all meetingsshall be included in the bank's minutes. The record shall show the grossearnings of the bank and their disposition by indicating expenses and taxespaid, worthless items charged off, depreciation in assets, amount carried tosurplus fund and amount of dividend and amount of undivided profits remaining.
13-2-404. Liability.
Anydirector who participates in or consents to any action of a bank in makingloans in excess of or contrary to law or regulations shall be liable in hisindividual capacity for damages proximately sustained by the bank, itsstockholders or other persons.
13-2-405. Repealed by Laws 1992, ch. 46, 2.
ARTICLE 5 - RESERVE REQUIREMENTS
13-2-501. Repealed by Laws 1981, ch. 29, 1.
13-2-502. Repealed by Laws 1981, ch. 29, 1.
13-2-503. Repealed by Laws 1981, ch. 29, 1.
ARTICLE 6 - BRANCH BANKS GENERALLY
13-2-601. Repealed By Laws 1997, ch. 75, 3.
13-2-602. Repealed By Laws 1997, ch. 75, 3.
13-2-603. Repealed By Laws 1997, ch. 75, 3.
13-2-604. Repealed By Laws 1997, ch. 75, 3.
13-2-605. Repealed By Laws 1997, ch. 75, 3.
13-2-606. Repealed By Laws 1997, ch. 75, 3.
13-2-607. Repealed By Laws 1997, ch. 75, 3.
ARTICLE 7 - STATEWIDE BRANCH BANKING
13-2-701. Definitions.
(a) As used in this act:
(i) "Branch" means any manned branch bank, branchoffice, branch agency, additional office, separate office or any branch orseparate place of business operated by a parent bank in this state which offersany or all of the banking services conducted at a parent bank, but excludes aremote electronic terminal as defined in W.S. 13-1-501(a)(v) and loanproduction offices operated in accordance with W.S. 13-2-709;
(ii) Repealed by Laws 1995, ch. 62, 2.
(iii) Repealed by Laws 1993, ch. 115, 3.
(iv) "Parent bank" means a state or national bankwhich operates or has applied to operate a branch in this state;
(v) "This act" means W.S. 13-2-701 through 13-2-708.
(a) With prior approval of the state banking commissioner abank may establish and operate one (1) or more branches at any location in thisstate.
(i) Repealed By Laws 1999, ch. 41, 2.
(ii) Repealed By Laws 1999, ch. 41, 2.
(b) All applications for establishing and operating a branchshall be filed with the commissioner and be accompanied by a filing feeestablished by rule by the commissioner but not more than two thousand fivehundred dollars ($2,500.00). The application shall be signed by the chiefexecutive officer of the applicant bank and contain and be accompanied by thefollowing information:
(i) Name and address of the applicant bank;
(ii) Exact location of the proposed branch;
(iii) Certification of publication of notice of the applicationat least once in a newspaper of general circulation in the county in which theproposed branch will be located;
(iv) Repealed By Laws 1999, ch. 41, 2.
(v) Certification that the applicant bank is well capitalized,as defined by rule of the commissioner;
(vi) Certification of compliance with the provisions of W.S.13-3-201 relating to investment limitations in bank premises;
(vii) Certification that the establishment of the branch does notinvolve a prohibited insider transaction or management interlock;
(viii) Discussion of any planned variances in the applicant bank'slending policy, procedures or services at the proposed branch;
(ix) Other information as the commissioner may require in orderto determine if the requirements of this section are met.
(c) The commissioner shall issue a certificate of authority forthe branch to the applicant bank within twenty (20) days after receipt of thecomplete application and fee unless he finds:
(i) Establishment or operation of the proposed branch wouldpose undue risk to the capital or surplus requirements of the applicant bank;
(ii) The name of the proposed branch does not reasonablyidentify the branch as a branch of the applicant bank or is likely to undulyconfuse the public; or
(iii) Repealed by Laws 1995, ch. 62, 2.
(iv) The applicant bank has failed to substantially comply withapplicable law governing its operation.
(d) The certificate of authority expires one (1) year after itsissuance unless the branch has opened and business has begun in good faith.
(e) The application fee provided by subsection (b) of thissection shall be deposited by the state banking commissioner with the statetreasurer and credited to the financial institutions administration account.Expenditures shall be made from the account by warrants drawn by the stateauditor, upon vouchers issued and signed by the director or commissioner. Fundsfrom the account shall be expended only to carry out the duties of thecommissioner or the state banking board. If the application expenses are lessthan the amount of the fee, the unexpended amount shall remain within theaccount.
(f) Repealed By Laws 1999, ch. 42, 3.
(g) Every branch bank in this state shall be licensed by thecommissioner before operating, engaging in or conducting a banking business. The license shall be renewed annually, not more than sixty (60) nor less thanthirty (30) days before the anniversary date upon which the initial license isissued.
(h) The commissioner shall fix the amount of the initiallicense fee and annual renewal fee by rule and regulation. Annual renewal feesmay be assessed on a graduated or progressive scale based on deposits, assets,business volume, loans or a combination of these or other factors as determinedby the commissioner.
(j) An application for an initial branch license or renewal ofa branch license shall be submitted to the commissioner in writing in the formand containing the information required by the commissioner. Each licensedbranch of a bank chartered under the laws of this state or of any other stateis subject to compliance examinations as the commissioner deems necessary.
(k) The activities and operations of a branch are attributableto the applicant bank for purposes of determining qualification for authorityto do business in this state.
(m) An out-of-state bank which has established a Wyoming branchby means of an interstate merger pursuant to article 8 of chapter 2 of thistitle, may establish and operate one (1) or more branches at any location inthis state, subject to the requirements of subsections (g) through (k) of thissection.
13-2-703. Amendment to articles of incorporation.
Before opening a branch under this act, theapplicant bank shall deliver an amendment to its articles of incorporationreflecting the branch to the commissioner in the same manner provided in W.S.13-4-102. W.S. 13-4-102 applies to all amendments to articles of incorporationdelivered under this section.
13-2-704. Closing of a branch.
Nobranch shall be closed unless the parent bank certifies to the commissionerthat all persons with an account at that branch have been notified of the dateof closure not less than sixty (60) days before the date of closure and that anotice indicating the branch will be closed will be published in a newspaper ofgeneral circulation in the county in which the branch is located at leastweekly for three (3) consecutive weeks prior to the calendar week in which thedate of closure will occur.
13-2-705. Bank facility not a branch.
(a) Notwithstanding any other provision of this act, a bank mayestablish and operate a facility which shall not be considered a branch, but anextension or expansion of an existing parent bank or branch if the facility is:
(i) Within the boundary lines of a single contiguous area ofproperty owned or leased and occupied as a place of business by a parent bankor branch bank, whether or not the facility is physically connected to the bankor place of business; or
(ii) Across a street, alley, railroad right-of-way orthoroughfare from the existing parent bank or branch bank when such facility isphysically connected to the bank or place of business by a private, enclosed, secureoverhead passageway, underground tunnel or pneumatic tube system; or
(iii) Within one thousand (1,000) yards of the parent bank orbranch bank, whether or not such facility is physically connected to the bankor place of business, after being granted prior written approval of thedepartment stating that the facility qualifies for this exemption.
13-2-706. No limits on authority of existing branches and banks.
Nothingin this act shall limit the authority of any existing branch or bank operatingat the time this act takes effect.
13-2-707. Prohibition on foreign bank branching.
Nothingin this act shall be construed as permitting a bank to establish a branch inany state other than Wyoming. Except as provided in W.S. 13-2-702(m) and13-2-901 through 13-2-904, a bank not authorized or organized to do businessunder the laws of this state, or a bank organized under the laws of a countryother than the United States, shall not establish or operate a branch in thestate of Wyoming.
13-2-708. Antitrust laws.
If,but for this act, any action by any one (1) or more banks would be in violationof the laws of this state or of the United States, commonly referred to as theantitrust laws, then this act shall be construed so as to permit or require onlyactions that shall not be in violation of the laws.
13-2-709. Loan production offices; activities; notification;examination; name.
(a) After notifying the commissioner, a bank may establish andoperate one (1) or more loan production offices. A loan production office mayconduct any of the following activities:
(i) Solicit loans on behalf of the bank or a branch of thebank;
(ii) Assemble credit information;
(iii) Make property inspections and appraisals;
(iv) Secure title information;
(v) Prepare applications for loans, including makingrecommendations with respect to action;
(vi) Solicit investors to purchase loans from the bank and tocontract with the bank for servicing of such loans; and
(vii) Any other activity that federal authorities have approvedfor a loan production office operated by a national bank.
(b) A bank shall not accept deposits, originate deposits orsavings or checking accounts, approve loans or disburse loan funds at a loanproduction office established pursuant to this section.
(c) The notification to the commissioner shall include thefollowing information:
(i) The street address of the loan production office;
(ii) A general description of the area where the loan productionoffice will be located;
(iii) The proposed activities to be conducted at the loanproduction office and the types of loans to be solicited at the office.
(d) Each loan production office shall be subject to examinationand supervision by the commissioner in the same manner and to the same extentas the bank. If the commissioner determines that the loan production office isviolating any applicable law or that the operation of the loan productionoffice is adversely affecting the safety and soundness of the bank, thecommissioner may take any appropriate administrative action authorized in thisact.
(e) Nothing in this section shall prohibit a bank fromestablishing and operating a loan production office in a state other thanWyoming, provided that the bank complies with all applicable provisions ofWyoming law, the law of the state where the loan production office will belocated and federal law.
(f) Every loan production office operating in this state,including a loan production office operated by a federally chartered financialinstitution or an out-of-state bank, shall include the words "loanproduction office" in its title, official documents, letterhead,advertisements, signs and any other communications with its customers or thegeneral public.
ARTICLE 8 - INTERSTATE BRANCHING AND BANK MERGERS
13-2-801. Scope; legislative intent.
It is the express intent of this article topermit interstate branching by merger under section 102 of the Riegle-NealInterstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328,in accordance with the provisions set forth in this article.
13-2-802. Definitions.
(a) As used in this article:
(i) "Affiliate" has the meaning set forth in the BankHolding Company Act, 12 U.S.C. section 1841(k);
(ii) "Bank" has the meaning set forth in 12 U.S.C.section 1813(h), provided that the term "bank" shall include aforeign bank only if organized under the laws of a territory of the UnitedStates, Puerto Rico, Guam, American Samoa or the Virgin Islands and thedeposits of which are insured by the federal deposit insurance corporation;
(iii) "Bank supervisory agency" means any of thefollowing:
(A) Any agency of another state with primary responsibility forchartering and supervising banks; and
(B) The office of the comptroller of the currency, the federaldeposit insurance corporation, the board of governors of the federal reservesystem and any successor to these agencies.
(iv) "Branch" means any manned branch bank, branchoffice, branch agency, additional office, separate office or any branch orseparate place of business operated by a bank in this state which offers any orall of the banking services conducted at a parent bank, but excludes a remoteelectronic terminal as defined in W.S. 13-1-501(a)(v);
(v) "Control" shall be construed consistently withthe provisions of 12 U.S.C. section 1841(a)(2);
(vi) "Home state" means:
(A) With respect to a state bank, the state by which the bankis chartered;
(B) With respect to a national bank, the state in which themain office of the bank is located;
(C) With respect to a foreign bank, the state determined to bethe home state of the foreign bank under 12 U.S.C. section 3103(c).
(vii) "Home state supervisor" means, with respect to anout-of-state state bank, the bank supervisory agency of the state in which thebank is chartered;
(viii) "Host state" means a state, other than the homestate of a bank, in which the bank maintains or seeks to establish and maintaina branch;
(ix) "Insured depository institution" means anyinstitution included for any purpose within the definitions of "insureddepository institution" as set forth in 12 U.S.C. section 1813(c)(2) and(3);
(x) "Interstate merger transaction" means:
(A) The merger or consolidation of banks with different homestates, and the conversion of branches of any bank involved in the merger orconsolidation into branches of the resulting bank; or
(B) The purchase of all or substantially all of the assets,including all of the branches, of a bank whose home state is different from thehome state of the acquiring bank.
(xi) "Out-of-state bank" means a bank whose home stateis a state other than Wyoming;
(xii) "Out-of-state state bank" means a bank charteredunder the laws of any state other than Wyoming;
(xiii) "Resulting bank" means a bank that has resultedfrom an interstate merger transaction under this article;
(xiv) "State" means any state, territory or otherpossession of the United States, including the District of Columbia;
(xv) "Wyoming bank" means a bank whose home state isthe state of Wyoming;
(xvi) "Wyoming state bank" means a bank chartered underthe laws of the state of Wyoming.
13-2-803. Authority of state banks to establish interstate branches bymerger.
With the prior approval of thecommissioner, a Wyoming state bank may establish, maintain and operate one (1)or more branches in a state other than Wyoming pursuant to an interstate mergertransaction in which the Wyoming state bank is the resulting bank. Not laterthan the date on which the required application for the interstate mergertransaction is filed with the responsible federal bank supervisory agency, theapplicant Wyoming state bank shall file an application on a form prescribed bythe commissioner and pay the fee prescribed by W.S. 13-4-104. The applicantshall also comply with the applicable provisions of W.S. 13-4-101 through13-4-114.
13-2-804. Interstate merger transactions and branching permitted.
(a) One (1) or more Wyoming banks may enter into an interstatemerger transaction with one (1) or more out-of-state banks under this article,and an out-of-state bank resulting from the transaction may maintain andoperate the branches in Wyoming of a Wyoming bank that participated in thetransaction, provided that the conditions and filing requirements of thisarticle are met.
(b) An interstate merger transaction shall not be permittedunder this article, if, upon consummation of the transaction, the resultingbank, including all insured depository institutions that would be affiliates,would control thirty percent (30%) or more of the total amount of deposits heldby all insured depository institutions in this state. Nothing in thissubsection prohibits an out-of-state bank from merging with a Wyoming bankwhich, prior to the merger, controls thirty percent (30%) or more of the totalamount of deposits held by all insured depository institutions in this state,if the out-of-state bank has not maintained a branch bank in Wyoming prior tothe merger.
(c) Notwithstanding W.S. 13-4-111 or any other provision oflaw, an interstate merger transaction resulting in the acquisition by anout-of-state bank of a Wyoming bank shall not be permitted under this articleunless the Wyoming bank, or a predecessor, has as of the proposed date ofacquisition 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.
13-2-805. Notice and filing requirements; license fee.
(a) Any out-of-state bank that will be the resulting bankpursuant to an interstate merger transaction involving a Wyoming bank shallnotify the commissioner of the proposed merger not later than the date on whichit files an application for an interstate merger transaction with the responsiblefederal bank supervisory agency, and shall submit a copy of that application tothe commissioner together with a filing fee, if any, not exceeding fourthousand five hundred dollars ($4,500.00), as required by the commissioner. Except as prohibited by federal law, any Wyoming state bank which is a party tothe interstate merger transaction shall comply with the applicable provisionsof W.S. 13-4-101 through 13-4-114 and with other applicable state and federallaws. Any out-of-state bank which will be the resulting bank in an interstatemerger transaction shall provide satisfactory evidence to the commissioner ofcompliance with applicable requirements of W.S. 17-16-1503, 17-16-1506 and17-16-1507.
(b) Every branch bank in this state shall be licensed by thecommissioner before operating, engaging in or conducting a banking business. The license shall be renewed annually, not more than sixty (60) nor less thanthirty (30) days before the anniversary date upon which the initial license isissued.
(c) The commissioner shall fix the amount of the initiallicense fee and annual renewal fee by rule and regulation. Annual renewal feesmay be assessed on a graduated or progressive scale based on deposits, assets,business volume, loans or a combination of these or other factors as determinedby the commissioner.
13-2-806. Powers; additional branches.
(a) An out-of-state state bank which establishes and maintainsone (1) or more branches in Wyoming under this article may conduct anyactivities at the branch or branches that are authorized under the laws of thisstate for branches of Wyoming state banks.
(b) A Wyoming state bank may conduct any activities at anybranch outside Wyoming that are permissible for a bank chartered by the hoststate where the branch is located, except to the extent the activities areexpressly prohibited by the laws of this state or by any regulation or order ofthe commissioner applicable to the Wyoming state bank; provided, however, thecommissioner may waive the prohibition if he determines, by order orregulation, that the involvement of out-of-state branches of Wyoming statebanks in particular activities would not threaten the safety or soundness ofthe banks.
(c) An out-of-state bank that has established or acquired abranch in Wyoming under this article may establish or acquire branches inWyoming to the same extent that any Wyoming bank may establish or acquire abranch in Wyoming under applicable federal and state law.
13-2-807. Examinations; periodic reports; cooperative agreements;assessment of fees.
(a) To the extent consistent with subsection (c) of thissection, the commissioner may make such examinations of any branch establishedand maintained in this state pursuant to this article by an out-of-state bankas the commissioner may deem necessary to determine whether the branch is beingoperated in compliance with the laws of this state and in accordance with safeand sound banking practices. All operations of the licensed branch in thisstate are subject to the same laws, rules, regulations, restrictions andrequirements that apply to a branch of a bank chartered under the laws of thisstate. Licensed branches are subject to the same requirements forexaminations, and shall be assessed the same examination and service fees, asprovided for branches of a bank chartered in this state.
(b) Records of the activities and operations in this state of abranch operating pursuant to this article shall be made available upon requestof the commissioner. The commissioner may prescribe requirements for periodicreports regarding any out-of-state bank that operates a branch in Wyomingpursuant to this article. The required reports shall be provided by such banksor by the bank supervisory agency having primary responsibility for the bank. Any reporting requirement prescribed by the commissioner under this subsectionshall be:
