Thestate banking board as provided by W.S. 13-1-606 and 13-2-207 through 13-2-214is authorized to charter state savings and loan associations.
13-6-102. Articles of incorporation; bylaws.
(a) Not less than five (5) natural persons may associate forthe purpose of carrying on a savings and loan business by making andacknowledging in triplicate and by filing articles of incorporation specifying:
(i) The name of the proposed association indicating thecharacter of business to be conducted by the association;
(ii) The city and county where the principal place of businessof the association is to be located, which must be within the state of Wyoming;
(iii) The number of its directors, which shall not be less thanfive (5);
(iv) The names, occupation and post office addresses of itsfirst directors;
(v) The names, occupation and post-office addresses of thesubscribers to the articles of incorporation, and a statement of the number ofshares which each has agreed to take;
(vi) The amount of capital actually paid in.
(b) The articles shall be filed in the office of the statebanking commissioner for his approval. The association shall at the same timefile its bylaws.
(c) The articles of incorporation may be amended by a vote ofat least two-thirds (2/3) of the shareholders voting at any meeting. A copy ofthe resolution making the amendment shall be certified in triplicate by thepresident and secretary and filed the same as original articles. The amendmentis effective from the time of filing.
(d) Each association shall adopt bylaws which shall be inconformity with the laws of this state. Bylaws shall be open to the inspectionof the state banking commissioner and the members of the association at itshome office. All bylaws shall be approved by the state banking commissionerbefore becoming effective.
(e) Bylaws shall specify the terms and plans of becoming andcontinuing a member and of withdrawal, the plan of making loans, distributingprofits, equalizing losses, providing for payment of expenses and for a fundwith which to pay losses and other rules as are proper for the conduct of thebusiness of the association not inconsistent with the laws of this state.
ARTICLE 2 - ORGANIZATIONAL REQUIREMENTS
13-6-201. Insurance.
Thestate banking commissioner may require as a condition of approval thatassociations be approved and their savings insured by the federal depositinsurance corporation.
13-6-202. Capitalization.
(a) Associations shall have permanent nonwithdrawable capitalstock of one hundred dollars ($100.00) per share and this stock shall besubscribed for as fully paid stock. An association shall not organize with acapital stock less than five hundred thousand dollars ($500,000.00).
(b) If an association has par value capital stock outstandingof less than one percent (1%) of its savings and investment accountsoutstanding, it shall either increase its capital stock to at least one percent(1%) of such outstanding savings accounts or discontinue the acceptance ofsavings and investment accounts until this amount of capital is provided.
13-6-203. Stock.
(a) The capital stock shall all be of one (1) class and shallbe fully paid and nonassessable in all events.
(b) The owners of the stock shall be members of the associationand entitled to one (1) vote for each share for election of directors and allother purposes.
(c) Repealed by Laws 1993, ch. 115, 3.
(d) No preferred stock shall be issued, nor shall any shares beissued which are exempt from bearing their pro rata portion of loss.
13-6-204. Reserves.
(a) State savings and loan associations, in addition to the parvalue of their capital, shall set up and maintain reserves as follows:
(i) Except as provided in W.S. 13-7-102, before the declarationof a dividend for any period an association shall transfer an amount equal toat least five percent (5%) of its net earnings to a separate reserve accountwhich shall be set up and maintained for the sole purpose of absorbing lossesuntil the general reserve is equal to at least twelve percent (12%) of thesavings liability. In the event that any credit to the general reserve is madein excess of the minimum five percent (5%) requirement, the dollar amount ofthe excess may be carried over as a credit toward the minimum requirement ofany subsequent period. If the general reserve is not equal to at least twelvepercent (12%) of its savings liability, credits, as above provided, shall againbe made to the general reserve until it equals at least twelve percent (12%) ofits savings liability. The board of directors may make additional transfers toother reserve accounts.
13-6-205. Repealed By Laws 1998, ch. 64, 2.
13-6-206. Bond of officers and agents.
Eachofficer or agent having the custody of money or securities of any associationshall give a bond to the association in an amount to be determined by the boardof directors of the association commensurate with his liability. The bond shallbe approved by the state banking commissioner.
ARTICLE 3 - REORGANIZATION
13-6-301. Procedure generally.
(a) Any association organized under the laws of this state mayreorganize the association and provide for the carrying on of its businessunder the laws of this state by a vote of two-thirds (2/3) of the shares of themembers of the association who vote at the meeting. No meeting shall be calledunless the plan has first been approved by the state banking commissioner, thefederal deposit insurance corporation and the office of thrift supervision.Notice of the meeting shall contain a statement of the time, place and purposeof the meeting and an outline of the reorganization plan. Notice shall be givenby mailing a copy to each shareholder at least thirty (30) days prior to thedate of the meeting, addressed to the shareholder at his address shown by thebooks of the association. Shareholders may vote at the meeting in person or byproxy and all voting shall be by ballot. The plan of reorganization may providefor reincorporation under the existing corporate name or under a differentname, may provide for the exchange of shares in the association for shares ofthe same or a different class in the reorganized association and may fix thetime or times prior to which notice of withdrawal of shares issued in exchangefor shares in the association being reorganized shall not be given, and, if thewithdrawal of the shares is so postponed, this fact shall be printed or stampedon the face of the certificates evidencing shares so to be issued. Allobligations to any prior association shall inure to the benefit of thereorganized association and be enforceable by it and in its name, and demands,claims and rights of action against any prior association may be enforcedagainst the reorganized association as fully and completely as they might havebeen enforced before reorganization.
(b) Associations that are in the course of liquidation may reorganize.No reorganization is effective until approved by the state bankingcommissioner, the federal deposit insurance corporation and the office ofthrift supervision and until the members holding three-fourths (3/4) of theoutstanding shares have approved the plan in writing.
(c) A copy of the articles of incorporation of the associationas reorganized, certified by the secretary of the association, shall be filedwith the state banking commissioner in the same manner provided for amendmentsto articles of incorporation. All pending withdrawal applications shall becancelled.
13-6-302. Conversion to federal association; procedure.
(a) Any state savings and loan association, or any other homefinancing association, eligible to become a federal savings and loanassociation may convert itself into a federal savings and loan association bythe following procedure:
(i) At any meeting of the shareholders of the associationcalled to consider a conversion and held in accordance with the laws governingthe association, the shareholders by an affirmative vote of the majority of theshareholders present in person or by proxy may vote to convert the associationinto a federal savings and loan association;
(ii) A copy of the minutes of the meeting verified by theaffidavit of the president and the secretary of the meeting shall be filedwithin ten (10) days in the state banking commissioner's office, the federaldeposit insurance corporation and the office of thrift supervision;
(iii) After the adjournment of the meeting of shareholders, theassociation shall take the necessary action to make it a federal savings andloan association. Within ten (10) days of receipt of the federal charter a copyof the charter issued to the association by the federal deposit insurancecorporation or the office of thrift supervision or a certificate showing theorganization of the association as a federal savings and loan associationcertified by, or on behalf of, the federal deposit insurance corporation or theoffice of thrift supervision shall be filed in the state banking commissioner'soffice and upon filing the association ceases to be a state association andbecomes a federal savings and loan association.
13-6-303. Conversion to federal association; effect.
(a) When a conversion becomes effective as provided by W.S.13-6-302, an association ceases to be supervised by this state and all of theproperty of the association shall continue to be vested in the associationunder its new name and style as a federal savings and loan association.
(b) The federal savings and loan association at the time of theconversion is responsible for all of the obligations of the state associationto the same extent as though the conversion had not taken place.
13-6-304. Conversion to state association; procedure.
(a) Any savings and loan association organized under thefederal laws and doing business in this state may convert itself into a statesavings and loan association under the laws of this state by the followingprocedure:
(i) At any meeting of the shareholders and members of anyassociation called to consider a conversion and held in accordance with thelaws governing the association, the shareholders and members by an affirmativevote of a majority of shares represented may vote to convert the associationinto a guaranty savings and loan association organized under the laws of thisstate. At this meeting directors of the converted association shall be chosen,and either the meeting shall adopt or the directors chosen shall adopt bylawsfor the converted association;
(ii) A copy of the minutes of the meeting of the shareholdersand members, verified by the affidavit of the president or vice president andthe secretary of the meeting, shall be filed within ten (10) days after themeeting with the federal deposit insurance corporation or office of thriftsupervision and in the state banking commissioner's office. The verified copyof the minutes of the meeting, when filed, is presumptive evidence of theholding and the action of the meeting;
(iii) The association shall then organize itself as a statesavings and loan association under the laws of this state, including the filingof appropriate articles of incorporation, adoption of bylaws and election ofofficers and full compliance with the provisions of W.S. 13-2-201, 13-2-202 and13-2-207 through 13-2-215. Upon completion of its organization, the associationceases to be a federal savings and loan association and becomes a state savingsand loan association subject to the supervision of the state bankingcommissioner, the federal deposit insurance corporation and the office ofthrift supervision.
13-6-305. Conversion to state association; certificate.
Beforea conversion is effective pursuant to W.S. 13-6-304, the association shall filein the state banking commissioner's office a certificate from the federaldeposit insurance corporation that the conversion is acceptable to the federaldeposit insurance corporation or the office of thrift supervision.
13-6-306. Conversion to state association; effect.
Whena conversion is effective, all the property of the federal savings and loanassociation continues to be vested in the association as a state savings andloan association. The state savings and loan association shall remainresponsible for all the obligations of the federal association.
ARTICLE 4 - LIQUIDATION
13-6-401. When state banking commissioner to take charge; refusal toso permit.
(a) If it appears to the state banking commissioner that theaffairs of any savings and loan association are in an unsound condition or thatit is conducting its business in an unsafe or unlawful manner, the statebanking commissioner may take possession of all books, records and assets ofthe association and hold them pending further proceedings.
(b) If the person in charge of the association refuses topermit the state banking commissioner to take possession, the state bankingcommissioner shall inform the attorney general who shall take whatever actionis necessary to place the state banking commissioner in immediate possession ofthe property of the association.
13-6-402. Directors to relieve unsound condition; duty.
Ifit appears that the affairs of the association are in fact in an unsoundcondition, the state banking commissioner shall at once notify in writing theboard of directors of the association of his decision, giving them twenty (20)days in which to restore the affairs of the association to a sound condition.Meanwhile, the state banking commissioner shall remain in charge of all books,records and assets of the association. He shall attend or be represented at alldirectors' and stockholders' meetings and suggest steps necessary to restorethe association to a sound condition.
13-6-403. Directors to relieve unsound condition; failure.
Ifthe affairs of the association are not restored within the twenty (20) days,the state banking commissioner shall report the facts to the attorney general,who shall institute proceedings in the district court of the proper county forthe appointment of a receiver and for the dissolution of the association orother proceedings as may be required.
13-6-404. Losses exceeding reserves or earnings.
Wheneverthe losses of an association exceed the reserve account they may be chargedagainst the undivided earnings, if any, and if they also exceed undividedearnings, the state banking commissioner may proceed to wind up the affairs ofsuch association.
13-6-405. Banking commissioner to be appointed receiver; assistants; bondingrequirements.
Thestate banking commissioner shall be appointed the receiver for any savings andloan association. No fee shall be allowed the state banking commissioner as thereceiver, but he may appoint, upon the approval of the court, persons to assisthim in any receivership proceedings as may be required. The compensation orfees of persons appointed by the state banking commissioner shall be fixed bythe court and shall be paid, together with all other costs and expenses of thereceivership, out of the assets of the association. The state bankingcommissioner may require each of the persons appointed to execute to him a bondas he may deem necessary. The state banking commissioner may designate thefederal deposit insurance corporation or the office of thrift supervision toact without bond as receiver or liquidator of any savings and loan associationwhose assets are insured by the corporation and which has been closed for thepurpose of liquidation.
13-6-406. Priority of claims.
(a) The claim of the owners of guaranty capital stock in anassociation is junior to the claim of savings and investment account holdersand no part of the guaranty capital shall be withdrawn or retired until allsavings and investment account holders have been paid in full at par withinterest and all other claims have been paid and the corporation is liquidated.
(b) The claim of savings and investment account holders againstthe association is senior to the guaranty capital stockholders but junior tothe claims of general creditors of the association. Savings and investmentaccounts shall be issued upon a uniform basis and without discrimination.
Thestate banking board as provided by W.S. 13-1-606 and 13-2-207 through 13-2-214is authorized to charter state savings and loan associations.
13-6-102. Articles of incorporation; bylaws.
(a) Not less than five (5) natural persons may associate forthe purpose of carrying on a savings and loan business by making andacknowledging in triplicate and by filing articles of incorporation specifying:
(i) The name of the proposed association indicating thecharacter of business to be conducted by the association;
(ii) The city and county where the principal place of businessof the association is to be located, which must be within the state of Wyoming;
(iii) The number of its directors, which shall not be less thanfive (5);
(iv) The names, occupation and post office addresses of itsfirst directors;
(v) The names, occupation and post-office addresses of thesubscribers to the articles of incorporation, and a statement of the number ofshares which each has agreed to take;
(vi) The amount of capital actually paid in.
(b) The articles shall be filed in the office of the statebanking commissioner for his approval. The association shall at the same timefile its bylaws.
(c) The articles of incorporation may be amended by a vote ofat least two-thirds (2/3) of the shareholders voting at any meeting. A copy ofthe resolution making the amendment shall be certified in triplicate by thepresident and secretary and filed the same as original articles. The amendmentis effective from the time of filing.
(d) Each association shall adopt bylaws which shall be inconformity with the laws of this state. Bylaws shall be open to the inspectionof the state banking commissioner and the members of the association at itshome office. All bylaws shall be approved by the state banking commissionerbefore becoming effective.
(e) Bylaws shall specify the terms and plans of becoming andcontinuing a member and of withdrawal, the plan of making loans, distributingprofits, equalizing losses, providing for payment of expenses and for a fundwith which to pay losses and other rules as are proper for the conduct of thebusiness of the association not inconsistent with the laws of this state.
ARTICLE 2 - ORGANIZATIONAL REQUIREMENTS
13-6-201. Insurance.
Thestate banking commissioner may require as a condition of approval thatassociations be approved and their savings insured by the federal depositinsurance corporation.
13-6-202. Capitalization.
(a) Associations shall have permanent nonwithdrawable capitalstock of one hundred dollars ($100.00) per share and this stock shall besubscribed for as fully paid stock. An association shall not organize with acapital stock less than five hundred thousand dollars ($500,000.00).
(b) If an association has par value capital stock outstandingof less than one percent (1%) of its savings and investment accountsoutstanding, it shall either increase its capital stock to at least one percent(1%) of such outstanding savings accounts or discontinue the acceptance ofsavings and investment accounts until this amount of capital is provided.
13-6-203. Stock.
(a) The capital stock shall all be of one (1) class and shallbe fully paid and nonassessable in all events.
(b) The owners of the stock shall be members of the associationand entitled to one (1) vote for each share for election of directors and allother purposes.
(c) Repealed by Laws 1993, ch. 115, 3.
(d) No preferred stock shall be issued, nor shall any shares beissued which are exempt from bearing their pro rata portion of loss.
13-6-204. Reserves.
(a) State savings and loan associations, in addition to the parvalue of their capital, shall set up and maintain reserves as follows:
(i) Except as provided in W.S. 13-7-102, before the declarationof a dividend for any period an association shall transfer an amount equal toat least five percent (5%) of its net earnings to a separate reserve accountwhich shall be set up and maintained for the sole purpose of absorbing lossesuntil the general reserve is equal to at least twelve percent (12%) of thesavings liability. In the event that any credit to the general reserve is madein excess of the minimum five percent (5%) requirement, the dollar amount ofthe excess may be carried over as a credit toward the minimum requirement ofany subsequent period. If the general reserve is not equal to at least twelvepercent (12%) of its savings liability, credits, as above provided, shall againbe made to the general reserve until it equals at least twelve percent (12%) ofits savings liability. The board of directors may make additional transfers toother reserve accounts.
13-6-205. Repealed By Laws 1998, ch. 64, 2.
13-6-206. Bond of officers and agents.
Eachofficer or agent having the custody of money or securities of any associationshall give a bond to the association in an amount to be determined by the boardof directors of the association commensurate with his liability. The bond shallbe approved by the state banking commissioner.
ARTICLE 3 - REORGANIZATION
13-6-301. Procedure generally.
(a) Any association organized under the laws of this state mayreorganize the association and provide for the carrying on of its businessunder the laws of this state by a vote of two-thirds (2/3) of the shares of themembers of the association who vote at the meeting. No meeting shall be calledunless the plan has first been approved by the state banking commissioner, thefederal deposit insurance corporation and the office of thrift supervision.Notice of the meeting shall contain a statement of the time, place and purposeof the meeting and an outline of the reorganization plan. Notice shall be givenby mailing a copy to each shareholder at least thirty (30) days prior to thedate of the meeting, addressed to the shareholder at his address shown by thebooks of the association. Shareholders may vote at the meeting in person or byproxy and all voting shall be by ballot. The plan of reorganization may providefor reincorporation under the existing corporate name or under a differentname, may provide for the exchange of shares in the association for shares ofthe same or a different class in the reorganized association and may fix thetime or times prior to which notice of withdrawal of shares issued in exchangefor shares in the association being reorganized shall not be given, and, if thewithdrawal of the shares is so postponed, this fact shall be printed or stampedon the face of the certificates evidencing shares so to be issued. Allobligations to any prior association shall inure to the benefit of thereorganized association and be enforceable by it and in its name, and demands,claims and rights of action against any prior association may be enforcedagainst the reorganized association as fully and completely as they might havebeen enforced before reorganization.
(b) Associations that are in the course of liquidation may reorganize.No reorganization is effective until approved by the state bankingcommissioner, the federal deposit insurance corporation and the office ofthrift supervision and until the members holding three-fourths (3/4) of theoutstanding shares have approved the plan in writing.
(c) A copy of the articles of incorporation of the associationas reorganized, certified by the secretary of the association, shall be filedwith the state banking commissioner in the same manner provided for amendmentsto articles of incorporation. All pending withdrawal applications shall becancelled.
13-6-302. Conversion to federal association; procedure.
(a) Any state savings and loan association, or any other homefinancing association, eligible to become a federal savings and loanassociation may convert itself into a federal savings and loan association bythe following procedure:
(i) At any meeting of the shareholders of the associationcalled to consider a conversion and held in accordance with the laws governingthe association, the shareholders by an affirmative vote of the majority of theshareholders present in person or by proxy may vote to convert the associationinto a federal savings and loan association;
(ii) A copy of the minutes of the meeting verified by theaffidavit of the president and the secretary of the meeting shall be filedwithin ten (10) days in the state banking commissioner's office, the federaldeposit insurance corporation and the office of thrift supervision;
(iii) After the adjournment of the meeting of shareholders, theassociation shall take the necessary action to make it a federal savings andloan association. Within ten (10) days of receipt of the federal charter a copyof the charter issued to the association by the federal deposit insurancecorporation or the office of thrift supervision or a certificate showing theorganization of the association as a federal savings and loan associationcertified by, or on behalf of, the federal deposit insurance corporation or theoffice of thrift supervision shall be filed in the state banking commissioner'soffice and upon filing the association ceases to be a state association andbecomes a federal savings and loan association.
13-6-303. Conversion to federal association; effect.
(a) When a conversion becomes effective as provided by W.S.13-6-302, an association ceases to be supervised by this state and all of theproperty of the association shall continue to be vested in the associationunder its new name and style as a federal savings and loan association.
(b) The federal savings and loan association at the time of theconversion is responsible for all of the obligations of the state associationto the same extent as though the conversion had not taken place.
13-6-304. Conversion to state association; procedure.
(a) Any savings and loan association organized under thefederal laws and doing business in this state may convert itself into a statesavings and loan association under the laws of this state by the followingprocedure:
(i) At any meeting of the shareholders and members of anyassociation called to consider a conversion and held in accordance with thelaws governing the association, the shareholders and members by an affirmativevote of a majority of shares represented may vote to convert the associationinto a guaranty savings and loan association organized under the laws of thisstate. At this meeting directors of the converted association shall be chosen,and either the meeting shall adopt or the directors chosen shall adopt bylawsfor the converted association;
(ii) A copy of the minutes of the meeting of the shareholdersand members, verified by the affidavit of the president or vice president andthe secretary of the meeting, shall be filed within ten (10) days after themeeting with the federal deposit insurance corporation or office of thriftsupervision and in the state banking commissioner's office. The verified copyof the minutes of the meeting, when filed, is presumptive evidence of theholding and the action of the meeting;
(iii) The association shall then organize itself as a statesavings and loan association under the laws of this state, including the filingof appropriate articles of incorporation, adoption of bylaws and election ofofficers and full compliance with the provisions of W.S. 13-2-201, 13-2-202 and13-2-207 through 13-2-215. Upon completion of its organization, the associationceases to be a federal savings and loan association and becomes a state savingsand loan association subject to the supervision of the state bankingcommissioner, the federal deposit insurance corporation and the office ofthrift supervision.
13-6-305. Conversion to state association; certificate.
Beforea conversion is effective pursuant to W.S. 13-6-304, the association shall filein the state banking commissioner's office a certificate from the federaldeposit insurance corporation that the conversion is acceptable to the federaldeposit insurance corporation or the office of thrift supervision.
13-6-306. Conversion to state association; effect.
Whena conversion is effective, all the property of the federal savings and loanassociation continues to be vested in the association as a state savings andloan association. The state savings and loan association shall remainresponsible for all the obligations of the federal association.
ARTICLE 4 - LIQUIDATION
13-6-401. When state banking commissioner to take charge; refusal toso permit.
(a) If it appears to the state banking commissioner that theaffairs of any savings and loan association are in an unsound condition or thatit is conducting its business in an unsafe or unlawful manner, the statebanking commissioner may take possession of all books, records and assets ofthe association and hold them pending further proceedings.
(b) If the person in charge of the association refuses topermit the state banking commissioner to take possession, the state bankingcommissioner shall inform the attorney general who shall take whatever actionis necessary to place the state banking commissioner in immediate possession ofthe property of the association.
13-6-402. Directors to relieve unsound condition; duty.
Ifit appears that the affairs of the association are in fact in an unsoundcondition, the state banking commissioner shall at once notify in writing theboard of directors of the association of his decision, giving them twenty (20)days in which to restore the affairs of the association to a sound condition.Meanwhile, the state banking commissioner shall remain in charge of all books,records and assets of the association. He shall attend or be represented at alldirectors' and stockholders' meetings and suggest steps necessary to restorethe association to a sound condition.
13-6-403. Directors to relieve unsound condition; failure.
Ifthe affairs of the association are not restored within the twenty (20) days,the state banking commissioner shall report the facts to the attorney general,who shall institute proceedings in the district court of the proper county forthe appointment of a receiver and for the dissolution of the association orother proceedings as may be required.
13-6-404. Losses exceeding reserves or earnings.
Wheneverthe losses of an association exceed the reserve account they may be chargedagainst the undivided earnings, if any, and if they also exceed undividedearnings, the state banking commissioner may proceed to wind up the affairs ofsuch association.
13-6-405. Banking commissioner to be appointed receiver; assistants; bondingrequirements.
Thestate banking commissioner shall be appointed the receiver for any savings andloan association. No fee shall be allowed the state banking commissioner as thereceiver, but he may appoint, upon the approval of the court, persons to assisthim in any receivership proceedings as may be required. The compensation orfees of persons appointed by the state banking commissioner shall be fixed bythe court and shall be paid, together with all other costs and expenses of thereceivership, out of the assets of the association. The state bankingcommissioner may require each of the persons appointed to execute to him a bondas he may deem necessary. The state banking commissioner may designate thefederal deposit insurance corporation or the office of thrift supervision toact without bond as receiver or liquidator of any savings and loan associationwhose assets are insured by the corporation and which has been closed for thepurpose of liquidation.
13-6-406. Priority of claims.
(a) The claim of the owners of guaranty capital stock in anassociation is junior to the claim of savings and investment account holdersand no part of the guaranty capital shall be withdrawn or retired until allsavings and investment account holders have been paid in full at par withinterest and all other claims have been paid and the corporation is liquidated.
(b) The claim of savings and investment account holders againstthe association is senior to the guaranty capital stockholders but junior tothe claims of general creditors of the association. Savings and investmentaccounts shall be issued upon a uniform basis and without discrimination.
Thestate banking board as provided by W.S. 13-1-606 and 13-2-207 through 13-2-214is authorized to charter state savings and loan associations.
13-6-102. Articles of incorporation; bylaws.
(a) Not less than five (5) natural persons may associate forthe purpose of carrying on a savings and loan business by making andacknowledging in triplicate and by filing articles of incorporation specifying:
(i) The name of the proposed association indicating thecharacter of business to be conducted by the association;
(ii) The city and county where the principal place of businessof the association is to be located, which must be within the state of Wyoming;
(iii) The number of its directors, which shall not be less thanfive (5);
(iv) The names, occupation and post office addresses of itsfirst directors;
(v) The names, occupation and post-office addresses of thesubscribers to the articles of incorporation, and a statement of the number ofshares which each has agreed to take;
(vi) The amount of capital actually paid in.
(b) The articles shall be filed in the office of the statebanking commissioner for his approval. The association shall at the same timefile its bylaws.
(c) The articles of incorporation may be amended by a vote ofat least two-thirds (2/3) of the shareholders voting at any meeting. A copy ofthe resolution making the amendment shall be certified in triplicate by thepresident and secretary and filed the same as original articles. The amendmentis effective from the time of filing.
(d) Each association shall adopt bylaws which shall be inconformity with the laws of this state. Bylaws shall be open to the inspectionof the state banking commissioner and the members of the association at itshome office. All bylaws shall be approved by the state banking commissionerbefore becoming effective.
(e) Bylaws shall specify the terms and plans of becoming andcontinuing a member and of withdrawal, the plan of making loans, distributingprofits, equalizing losses, providing for payment of expenses and for a fundwith which to pay losses and other rules as are proper for the conduct of thebusiness of the association not inconsistent with the laws of this state.
ARTICLE 2 - ORGANIZATIONAL REQUIREMENTS
13-6-201. Insurance.
Thestate banking commissioner may require as a condition of approval thatassociations be approved and their savings insured by the federal depositinsurance corporation.
13-6-202. Capitalization.
(a) Associations shall have permanent nonwithdrawable capitalstock of one hundred dollars ($100.00) per share and this stock shall besubscribed for as fully paid stock. An association shall not organize with acapital stock less than five hundred thousand dollars ($500,000.00).
(b) If an association has par value capital stock outstandingof less than one percent (1%) of its savings and investment accountsoutstanding, it shall either increase its capital stock to at least one percent(1%) of such outstanding savings accounts or discontinue the acceptance ofsavings and investment accounts until this amount of capital is provided.
13-6-203. Stock.
(a) The capital stock shall all be of one (1) class and shallbe fully paid and nonassessable in all events.
(b) The owners of the stock shall be members of the associationand entitled to one (1) vote for each share for election of directors and allother purposes.
(c) Repealed by Laws 1993, ch. 115, 3.
(d) No preferred stock shall be issued, nor shall any shares beissued which are exempt from bearing their pro rata portion of loss.
13-6-204. Reserves.
(a) State savings and loan associations, in addition to the parvalue of their capital, shall set up and maintain reserves as follows:
(i) Except as provided in W.S. 13-7-102, before the declarationof a dividend for any period an association shall transfer an amount equal toat least five percent (5%) of its net earnings to a separate reserve accountwhich shall be set up and maintained for the sole purpose of absorbing lossesuntil the general reserve is equal to at least twelve percent (12%) of thesavings liability. In the event that any credit to the general reserve is madein excess of the minimum five percent (5%) requirement, the dollar amount ofthe excess may be carried over as a credit toward the minimum requirement ofany subsequent period. If the general reserve is not equal to at least twelvepercent (12%) of its savings liability, credits, as above provided, shall againbe made to the general reserve until it equals at least twelve percent (12%) ofits savings liability. The board of directors may make additional transfers toother reserve accounts.
13-6-205. Repealed By Laws 1998, ch. 64, 2.
13-6-206. Bond of officers and agents.
Eachofficer or agent having the custody of money or securities of any associationshall give a bond to the association in an amount to be determined by the boardof directors of the association commensurate with his liability. The bond shallbe approved by the state banking commissioner.
ARTICLE 3 - REORGANIZATION
13-6-301. Procedure generally.
(a) Any association organized under the laws of this state mayreorganize the association and provide for the carrying on of its businessunder the laws of this state by a vote of two-thirds (2/3) of the shares of themembers of the association who vote at the meeting. No meeting shall be calledunless the plan has first been approved by the state banking commissioner, thefederal deposit insurance corporation and the office of thrift supervision.Notice of the meeting shall contain a statement of the time, place and purposeof the meeting and an outline of the reorganization plan. Notice shall be givenby mailing a copy to each shareholder at least thirty (30) days prior to thedate of the meeting, addressed to the shareholder at his address shown by thebooks of the association. Shareholders may vote at the meeting in person or byproxy and all voting shall be by ballot. The plan of reorganization may providefor reincorporation under the existing corporate name or under a differentname, may provide for the exchange of shares in the association for shares ofthe same or a different class in the reorganized association and may fix thetime or times prior to which notice of withdrawal of shares issued in exchangefor shares in the association being reorganized shall not be given, and, if thewithdrawal of the shares is so postponed, this fact shall be printed or stampedon the face of the certificates evidencing shares so to be issued. Allobligations to any prior association shall inure to the benefit of thereorganized association and be enforceable by it and in its name, and demands,claims and rights of action against any prior association may be enforcedagainst the reorganized association as fully and completely as they might havebeen enforced before reorganization.
(b) Associations that are in the course of liquidation may reorganize.No reorganization is effective until approved by the state bankingcommissioner, the federal deposit insurance corporation and the office ofthrift supervision and until the members holding three-fourths (3/4) of theoutstanding shares have approved the plan in writing.
(c) A copy of the articles of incorporation of the associationas reorganized, certified by the secretary of the association, shall be filedwith the state banking commissioner in the same manner provided for amendmentsto articles of incorporation. All pending withdrawal applications shall becancelled.
13-6-302. Conversion to federal association; procedure.
(a) Any state savings and loan association, or any other homefinancing association, eligible to become a federal savings and loanassociation may convert itself into a federal savings and loan association bythe following procedure:
(i) At any meeting of the shareholders of the associationcalled to consider a conversion and held in accordance with the laws governingthe association, the shareholders by an affirmative vote of the majority of theshareholders present in person or by proxy may vote to convert the associationinto a federal savings and loan association;
(ii) A copy of the minutes of the meeting verified by theaffidavit of the president and the secretary of the meeting shall be filedwithin ten (10) days in the state banking commissioner's office, the federaldeposit insurance corporation and the office of thrift supervision;
(iii) After the adjournment of the meeting of shareholders, theassociation shall take the necessary action to make it a federal savings andloan association. Within ten (10) days of receipt of the federal charter a copyof the charter issued to the association by the federal deposit insurancecorporation or the office of thrift supervision or a certificate showing theorganization of the association as a federal savings and loan associationcertified by, or on behalf of, the federal deposit insurance corporation or theoffice of thrift supervision shall be filed in the state banking commissioner'soffice and upon filing the association ceases to be a state association andbecomes a federal savings and loan association.
13-6-303. Conversion to federal association; effect.
(a) When a conversion becomes effective as provided by W.S.13-6-302, an association ceases to be supervised by this state and all of theproperty of the association shall continue to be vested in the associationunder its new name and style as a federal savings and loan association.
(b) The federal savings and loan association at the time of theconversion is responsible for all of the obligations of the state associationto the same extent as though the conversion had not taken place.
13-6-304. Conversion to state association; procedure.
(a) Any savings and loan association organized under thefederal laws and doing business in this state may convert itself into a statesavings and loan association under the laws of this state by the followingprocedure:
(i) At any meeting of the shareholders and members of anyassociation called to consider a conversion and held in accordance with thelaws governing the association, the shareholders and members by an affirmativevote of a majority of shares represented may vote to convert the associationinto a guaranty savings and loan association organized under the laws of thisstate. At this meeting directors of the converted association shall be chosen,and either the meeting shall adopt or the directors chosen shall adopt bylawsfor the converted association;
(ii) A copy of the minutes of the meeting of the shareholdersand members, verified by the affidavit of the president or vice president andthe secretary of the meeting, shall be filed within ten (10) days after themeeting with the federal deposit insurance corporation or office of thriftsupervision and in the state banking commissioner's office. The verified copyof the minutes of the meeting, when filed, is presumptive evidence of theholding and the action of the meeting;
(iii) The association shall then organize itself as a statesavings and loan association under the laws of this state, including the filingof appropriate articles of incorporation, adoption of bylaws and election ofofficers and full compliance with the provisions of W.S. 13-2-201, 13-2-202 and13-2-207 through 13-2-215. Upon completion of its organization, the associationceases to be a federal savings and loan association and becomes a state savingsand loan association subject to the supervision of the state bankingcommissioner, the federal deposit insurance corporation and the office ofthrift supervision.
13-6-305. Conversion to state association; certificate.
Beforea conversion is effective pursuant to W.S. 13-6-304, the association shall filein the state banking commissioner's office a certificate from the federaldeposit insurance corporation that the conversion is acceptable to the federaldeposit insurance corporation or the office of thrift supervision.
13-6-306. Conversion to state association; effect.
Whena conversion is effective, all the property of the federal savings and loanassociation continues to be vested in the association as a state savings andloan association. The state savings and loan association shall remainresponsible for all the obligations of the federal association.
ARTICLE 4 - LIQUIDATION
13-6-401. When state banking commissioner to take charge; refusal toso permit.
(a) If it appears to the state banking commissioner that theaffairs of any savings and loan association are in an unsound condition or thatit is conducting its business in an unsafe or unlawful manner, the statebanking commissioner may take possession of all books, records and assets ofthe association and hold them pending further proceedings.
(b) If the person in charge of the association refuses topermit the state banking commissioner to take possession, the state bankingcommissioner shall inform the attorney general who shall take whatever actionis necessary to place the state banking commissioner in immediate possession ofthe property of the association.
13-6-402. Directors to relieve unsound condition; duty.
Ifit appears that the affairs of the association are in fact in an unsoundcondition, the state banking commissioner shall at once notify in writing theboard of directors of the association of his decision, giving them twenty (20)days in which to restore the affairs of the association to a sound condition.Meanwhile, the state banking commissioner shall remain in charge of all books,records and assets of the association. He shall attend or be represented at alldirectors' and stockholders' meetings and suggest steps necessary to restorethe association to a sound condition.
13-6-403. Directors to relieve unsound condition; failure.
Ifthe affairs of the association are not restored within the twenty (20) days,the state banking commissioner shall report the facts to the attorney general,who shall institute proceedings in the district court of the proper county forthe appointment of a receiver and for the dissolution of the association orother proceedings as may be required.
13-6-404. Losses exceeding reserves or earnings.
Wheneverthe losses of an association exceed the reserve account they may be chargedagainst the undivided earnings, if any, and if they also exceed undividedearnings, the state banking commissioner may proceed to wind up the affairs ofsuch association.
13-6-405. Banking commissioner to be appointed receiver; assistants; bondingrequirements.
Thestate banking commissioner shall be appointed the receiver for any savings andloan association. No fee shall be allowed the state banking commissioner as thereceiver, but he may appoint, upon the approval of the court, persons to assisthim in any receivership proceedings as may be required. The compensation orfees of persons appointed by the state banking commissioner shall be fixed bythe court and shall be paid, together with all other costs and expenses of thereceivership, out of the assets of the association. The state bankingcommissioner may require each of the persons appointed to execute to him a bondas he may deem necessary. The state banking commissioner may designate thefederal deposit insurance corporation or the office of thrift supervision toact without bond as receiver or liquidator of any savings and loan associationwhose assets are insured by the corporation and which has been closed for thepurpose of liquidation.
13-6-406. Priority of claims.
(a) The claim of the owners of guaranty capital stock in anassociation is junior to the claim of savings and investment account holdersand no part of the guaranty capital shall be withdrawn or retired until allsavings and investment account holders have been paid in full at par withinterest and all other claims have been paid and the corporation is liquidated.
(b) The claim of savings and investment account holders againstthe association is senior to the guaranty capital stockholders but junior tothe claims of general creditors of the association. Savings and investmentaccounts shall be issued upon a uniform basis and without discrimination.
