O.C.G.A. § 7-1-534 — GA Code / Title 7 / Chapter 1 / Section 7-1-534
Georgia Code Title 7. Banking and Finance § 7-1-534
Status: in_force

(a) Upon receipt of the articles of consolidation, share exchange, or merger and the filings required by Code Section 7-1-533 , the department shall conduct such investigation as it may deem necessary to ascertain whether: (1) The articles of merger, share exchange, or consolidation and supporting items satisfy the requirements of this chapter; (2) The plan and any modification thereof adequately protect the interests of depositors, other creditors, and shareholders; (3) The requirements for a merger, share exchange, or consolidation under all applicable laws have been satisfied and the resulting bank or trust company or the acquired bank or trust company in a share exchange would satisfy the requirements of this chapter applicable to it; and (4) The merger, share exchange, or consolidation would be consistent with adequate and sound banking or fiduciary practice and in the public interest on the basis of: (A) The financial history and condition of the parties to the plan; (B) The proposed business plan; and (C) The character of their management.

(a) Upon receipt of the articles of consolidation, share exchange, or merger and the filings required by Code Section 7-1-533 , the department shall conduct such investigation as it may deem necessary to ascertain whether:

(1) The articles of merger, share exchange, or consolidation and supporting items satisfy the requirements of this chapter;

(1) The articles of merger, share exchange, or consolidation and supporting items satisfy the requirements of this chapter;

(2) The plan and any modification thereof adequately protect the interests of depositors, other creditors, and shareholders;

(2) The plan and any modification thereof adequately protect the interests of depositors, other creditors, and shareholders;

(3) The requirements for a merger, share exchange, or consolidation under all applicable laws have been satisfied and the resulting bank or trust company or the acquired bank or trust company in a share exchange would satisfy the requirements of this chapter applicable to it; and

(3) The requirements for a merger, share exchange, or consolidation under all applicable laws have been satisfied and the resulting bank or trust company or the acquired bank or trust company in a share exchange would satisfy the requirements of this chapter applicable to it; and

(4) The merger, share exchange, or consolidation would be consistent with adequate and sound banking or fiduciary practice and in the public interest on the basis of: (A) The financial history and condition of the parties to the plan; (B) The proposed business plan; and (C) The character of their management.

(4) The merger, share exchange, or consolidation would be consistent with adequate and sound banking or fiduciary practice and in the public interest on the basis of:

(A) The financial history and condition of the parties to the plan;

(A) The financial history and condition of the parties to the plan;

(B) The proposed business plan; and

(B) The proposed business plan; and

(C) The character of their management.

(C) The character of their management.

(b) Within 90 days after receipt of the articles of merger, share exchange, or consolidation, the notice of merger or share exchange, and the filings required by Code Section 7-1-533 , or within an additional period of not more than 30 days after an amendment to the application is received within the initial 90 day period, the department shall, in its discretion, approve or disapprove the articles on the basis of its investigation and the criteria set forth in subsection (a) of this Code section. Except as provided in Code Section 7-1-535 , the department shall give the Secretary of State written notice of its approval with a copy of the articles of merger, share exchange, or consolidation and a copy of the notice of merger or share exchange attached. The department shall also give the parties to the plan written notice of its decision and, in the event of disapproval, a statement in general of the reasons for its decision. The decision of the department shall be conclusive, except that it may be subject to judicial review as provided in Code Section 7-1-90 .

(b) Within 90 days after receipt of the articles of merger, share exchange, or consolidation, the notice of merger or share exchange, and the filings required by Code Section 7-1-533 , or within an additional period of not more than 30 days after an amendment to the application is received within the initial 90 day period, the department shall, in its discretion, approve or disapprove the articles on the basis of its investigation and the criteria set forth in subsection (a) of this Code section. Except as provided in Code Section 7-1-535 , the department shall give the Secretary of State written notice of its approval with a copy of the articles of merger, share exchange, or consolidation and a copy of the notice of merger or share exchange attached. The department shall also give the parties to the plan written notice of its decision and, in the event of disapproval, a statement in general of the reasons for its decision. The decision of the department shall be conclusive, except that it may be subject to judicial review as provided in Code Section 7-1-90 .

(c)(1) If a merger or consolidation would result in a bank or trust company that would not be chartered by the department, prior to the consummation of the merger or consolidation, the bank or trust company shall: (A) Notify the department of the proposed merger or consolidation; (B) Provide such evidence of the adoption of the plan of merger or consolidation as the department may request; (C) Notify the department of any abandonment or disapproval of the plan of merger or consolidation; and (D) File with the department and the Secretary of State a certificate of the approval of the merger or consolidation by the appropriate regulator. (2) Upon receipt of written confirmation from the department that the requirements of this subsection have been satisfied, each party to the merger or consolidation, except the resulting bank or trust company, shall cease to exist as a separate entity, as provided in subsection (c) of Code Section 7-1-536 , and its articles shall automatically terminate.

(c)(1) If a merger or consolidation would result in a bank or trust company that would not be chartered by the department, prior to the consummation of the merger or consolidation, the bank or trust company shall: (A) Notify the department of the proposed merger or consolidation; (B) Provide such evidence of the adoption of the plan of merger or consolidation as the department may request; (C) Notify the department of any abandonment or disapproval of the plan of merger or consolidation; and (D) File with the department and the Secretary of State a certificate of the approval of the merger or consolidation by the appropriate regulator.

(c)(1) If a merger or consolidation would result in a bank or trust company that would not be chartered by the department, prior to the consummation of the merger or consolidation, the bank or trust company shall:

(A) Notify the department of the proposed merger or consolidation;

(A) Notify the department of the proposed merger or consolidation;

(B) Provide such evidence of the adoption of the plan of merger or consolidation as the department may request;

(B) Provide such evidence of the adoption of the plan of merger or consolidation as the department may request;

(C) Notify the department of any abandonment or disapproval of the plan of merger or consolidation; and

(C) Notify the department of any abandonment or disapproval of the plan of merger or consolidation; and

(D) File with the department and the Secretary of State a certificate of the approval of the merger or consolidation by the appropriate regulator.

(D) File with the department and the Secretary of State a certificate of the approval of the merger or consolidation by the appropriate regulator.

(2) Upon receipt of written confirmation from the department that the requirements of this subsection have been satisfied, each party to the merger or consolidation, except the resulting bank or trust company, shall cease to exist as a separate entity, as provided in subsection (c) of Code Section 7-1-536 , and its articles shall automatically terminate.

(2) Upon receipt of written confirmation from the department that the requirements of this subsection have been satisfied, each party to the merger or consolidation, except the resulting bank or trust company, shall cease to exist as a separate entity, as provided in subsection (c) of Code Section 7-1-536 , and its articles shall automatically terminate.
O.C.G.A. § 7-1-705-1 — GA Code / Title 7 / Chapter 1 / Section 7-1-705-1
Georgia Code Title 7. Banking and Finance § 7-1-705.1
Status: in_force

(a) Except as provided in this Code section, no person shall become an ultimate equitable owner of any licensee through acquisition or other change in control or become an executive officer of a licensee as a result of such acquisition or other change in control unless the person has first received written approval for such acquisition, change in control, or designation as an executive officer from the department. In order to obtain such approval, such person shall: (1) File an application with the department in such form as the department may prescribe from time to time; (2) Provide such other information as the department may require concerning the financial responsibility, background, experience, and activities of the applicant, its directors and executive officers, if a corporation, and its members, if applicable, and of any proposed new directors, executive officers, members, or ultimate equitable owners of the licensee; and (3) Pay such application fee as the department may prescribe.

(a) Except as provided in this Code section, no person shall become an ultimate equitable owner of any licensee through acquisition or other change in control or become an executive officer of a licensee as a result of such acquisition or other change in control unless the person has first received written approval for such acquisition, change in control, or designation as an executive officer from the department. In order to obtain such approval, such person shall:

(1) File an application with the department in such form as the department may prescribe from time to time;

(1) File an application with the department in such form as the department may prescribe from time to time;

(2) Provide such other information as the department may require concerning the financial responsibility, background, experience, and activities of the applicant, its directors and executive officers, if a corporation, and its members, if applicable, and of any proposed new directors, executive officers, members, or ultimate equitable owners of the licensee; and

(2) Provide such other information as the department may require concerning the financial responsibility, background, experience, and activities of the applicant, its directors and executive officers, if a corporation, and its members, if applicable, and of any proposed new directors, executive officers, members, or ultimate equitable owners of the licensee; and

(3) Pay such application fee as the department may prescribe.

(3) Pay such application fee as the department may prescribe.

(b) The department may prescribe additional requirements for approval of such acquisition, change in control, or designation as an executive officer as a result of such acquisition or other change in control through rules and regulations.

(b) The department may prescribe additional requirements for approval of such acquisition, change in control, or designation as an executive officer as a result of such acquisition or other change in control through rules and regulations.

(c) If the application is denied, the department shall notify the applicant of the denial and the reasons for the denial.

(c) If the application is denied, the department shall notify the applicant of the denial and the reasons for the denial.
O.C.G.A. § 7-1-667 — GA Code / Title 7 / Chapter 1 / Section 7-1-667
Georgia Code Title 7. Banking and Finance § 7-1-667
Status: in_force

(a) A credit union may, with the approval of the department and in accordance with such uniform rules and regulations as it shall make and promulgate, be merged with another credit union under the articles of such credit union. Such merger may occur regardless of whether the credit unions serve the same field of membership, so long as there is adopted a plan agreed upon by the majority of the board of each credit union joining the merger and approved by not less than a majority of the members of the credit union being acquired present and eligible to vote at the meeting called for that purpose. The department may allow waiver of the member vote if, in its judgment, the merger is necessary to protect the safety and soundness of either or both credit unions. All property, property rights, and interests of the merging credit union shall, upon merger, be transferred to and vested in the continuing credit union without deed, endorsement, or other instrument of transfer; and the debts and obligations of the merging credit union shall be deemed to have been assumed by the continuing credit union; and thereafter the articles of the merging credit union shall be void.

(a) A credit union may, with the approval of the department and in accordance with such uniform rules and regulations as it shall make and promulgate, be merged with another credit union under the articles of such credit union. Such merger may occur regardless of whether the credit unions serve the same field of membership, so long as there is adopted a plan agreed upon by the majority of the board of each credit union joining the merger and approved by not less than a majority of the members of the credit union being acquired present and eligible to vote at the meeting called for that purpose. The department may allow waiver of the member vote if, in its judgment, the merger is necessary to protect the safety and soundness of either or both credit unions. All property, property rights, and interests of the merging credit union shall, upon merger, be transferred to and vested in the continuing credit union without deed, endorsement, or other instrument of transfer; and the debts and obligations of the merging credit union shall be deemed to have been assumed by the continuing credit union; and thereafter the articles of the merging credit union shall be void.

(b) The provisions of Article 8 of Chapter 4 of Title 14, relating to merger and consolidation, shall no longer be applicable to credit unions.

(b) The provisions of Article 8 of Chapter 4 of Title 14, relating to merger and consolidation, shall no longer be applicable to credit unions.

(c) For purposes of this Code section, the term “ credit union ” shall include a federal credit union.

(c) For purposes of this Code section, the term “ credit union ” shall include a federal credit union.

(d) When a credit union merges with another credit union, one shall be designated as the continuing credit union by the credit unions participating in the merger. The participating credit union that is not the continuing credit union shall be designated as the merging credit union.

(d) When a credit union merges with another credit union, one shall be designated as the continuing credit union by the credit unions participating in the merger. The participating credit union that is not the continuing credit union shall be designated as the merging credit union.

(e) Upon adoption of the plan of merger, the parties to the merger shall file with the department a merger application, the articles of merger, and the fees required by Code Section 7-1-862 . The articles of merger shall be signed by two duly authorized officers of each party to the plan of merger under their respective seals and shall contain: (1) The names of the parties to the plan and of the resulting continuing credit union; (2) The street address and county of the location of each main office, registered agent, and registered office; (3) The votes by which the plan was adopted and the time, place, and notice of each meeting conducted in connection with such adoption; (4) The name and county of residence of each director of the resulting continuing credit union; and (5) Any amendments of the articles of the resulting continuing credit union.

(e) Upon adoption of the plan of merger, the parties to the merger shall file with the department a merger application, the articles of merger, and the fees required by Code Section 7-1-862 . The articles of merger shall be signed by two duly authorized officers of each party to the plan of merger under their respective seals and shall contain:

(1) The names of the parties to the plan and of the resulting continuing credit union;

(1) The names of the parties to the plan and of the resulting continuing credit union;

(2) The street address and county of the location of each main office, registered agent, and registered office;

(2) The street address and county of the location of each main office, registered agent, and registered office;

(3) The votes by which the plan was adopted and the time, place, and notice of each meeting conducted in connection with such adoption;

(3) The votes by which the plan was adopted and the time, place, and notice of each meeting conducted in connection with such adoption;

(4) The name and county of residence of each director of the resulting continuing credit union; and

(4) The name and county of residence of each director of the resulting continuing credit union; and

(5) Any amendments of the articles of the resulting continuing credit union.

(5) Any amendments of the articles of the resulting continuing credit union.

(f)(1) Upon receipt of the information set forth in subsection (e) of this Code section, the department shall conduct such investigation as it deems necessary to ascertain whether: (A) The articles of merger and supporting information satisfy the requirements of this chapter; (B) The plan of merger and any modification thereof adequately protects the interests of members and other creditors; (C) The requirements for a merger under all applicable laws have been satisfied and the resulting continuing credit union would satisfy the applicable requirements of this chapter; and (D) The merger would be consistent with adequate and sound banking practice and in the public interest on the basis of: (i) The financial history and condition of the parties to the plan of merger; (ii) The proposed business plan; and (iii) The character of their management. (2) The department shall, in its discretion, approve or disapprove a merger on the basis of its investigation and the criteria set forth in paragraph (1) of this subsection. The department shall give written notice to: (A) The Secretary of State of its approval of a merger along with a copy of the articles of merger; and (B) The parties to the plan of its decision and, in the event of disapproval, a statement in general of the reasons for its decision.

(f)(1) Upon receipt of the information set forth in subsection (e) of this Code section, the department shall conduct such investigation as it deems necessary to ascertain whether: (A) The articles of merger and supporting information satisfy the requirements of this chapter; (B) The plan of merger and any modification thereof adequately protects the interests of members and other creditors; (C) The requirements for a merger under all applicable laws have been satisfied and the resulting continuing credit union would satisfy the applicable requirements of this chapter; and (D) The merger would be consistent with adequate and sound banking practice and in the public interest on the basis of: (i) The financial history and condition of the parties to the plan of merger; (ii) The proposed business plan; and (iii) The character of their management.

(f)(1) Upon receipt of the information set forth in subsection (e) of this Code section, the department shall conduct such investigation as it deems necessary to ascertain whether:

(A) The articles of merger and supporting information satisfy the requirements of this chapter;

(A) The articles of merger and supporting information satisfy the requirements of this chapter;

(B) The plan of merger and any modification thereof adequately protects the interests of members and other creditors;

(B) The plan of merger and any modification thereof adequately protects the interests of members and other creditors;

(C) The requirements for a merger under all applicable laws have been satisfied and the resulting continuing credit union would satisfy the applicable requirements of this chapter; and

(C) The requirements for a merger under all applicable laws have been satisfied and the resulting continuing credit union would satisfy the applicable requirements of this chapter; and

(D) The merger would be consistent with adequate and sound banking practice and in the public interest on the basis of: (i) The financial history and condition of the parties to the plan of merger; (ii) The proposed business plan; and (iii) The character of their management.

(D) The merger would be consistent with adequate and sound banking practice and in the public interest on the basis of:

(i) The financial history and condition of the parties to the plan of merger;

(i) The financial history and condition of the parties to the plan of merger;

(ii) The proposed business plan; and

(ii) The proposed business plan; and

(iii) The character of their management.

(iii) The character of their management.

(2) The department shall, in its discretion, approve or disapprove a merger on the basis of its investigation and the criteria set forth in paragraph (1) of this subsection. The department shall give written notice to: (A) The Secretary of State of its approval of a merger along with a copy of the articles of merger; and (B) The parties to the plan of its decision and, in the event of disapproval, a statement in general of the reasons for its decision.

(2) The department shall, in its discretion, approve or disapprove a merger on the basis of its investigation and the criteria set forth in paragraph (1) of this subsection. The department shall give written notice to:

(A) The Secretary of State of its approval of a merger along with a copy of the articles of merger; and

(A) The Secretary of State of its approval of a merger along with a copy of the articles of merger; and

(B) The parties to the plan of its decision and, in the event of disapproval, a statement in general of the reasons for its decision.

(B) The parties to the plan of its decision and, in the event of disapproval, a statement in general of the reasons for its decision.

(g) The rights and privileges of the members of each merging credit union shall remain intact, provided that, if any person is a member of more than one of the participating credit unions, such person shall only be entitled to one set of membership rights in the continuing credit union.

(g) The rights and privileges of the members of each merging credit union shall remain intact, provided that, if any person is a member of more than one of the participating credit unions, such person shall only be entitled to one set of membership rights in the continuing credit union.

(h) In the case of a merger of a Georgia state-chartered credit union with any other credit union, with the Georgia state-chartered credit union as the continuing credit union, any assets, lines of business, activities, or powers which may accrue to the continuing credit union which would not be allowed for a Georgia state-chartered credit union shall be provided for in the plan of merger. Such plan shall include the proposal for holding or disposal of such assets or the continuation or termination of such line of business, activity, or power. The department shall review the plan to determine whether, in the interest of safety and soundness and consistent with the other objectives of Code Section 7-1-3 , the activity, power, asset, or line of business should be approved, denied, or phased out within a reasonable period of time to be determined by the department.

(h) In the case of a merger of a Georgia state-chartered credit union with any other credit union, with the Georgia state-chartered credit union as the continuing credit union, any assets, lines of business, activities, or powers which may accrue to the continuing credit union which would not be allowed for a Georgia state-chartered credit union shall be provided for in the plan of merger. Such plan shall include the proposal for holding or disposal of such assets or the continuation or termination of such line of business, activity, or power. The department shall review the plan to determine whether, in the interest of safety and soundness and consistent with the other objectives of Code Section 7-1-3 , the activity, power, asset, or line of business should be approved, denied, or phased out within a reasonable period of time to be determined by the department.
O.C.G.A. § 7-1-437 — GA Code / Title 7 / Chapter 1 / Section 7-1-437
Georgia Code Title 7. Banking and Finance § 7-1-437
Status: in_force

(a) Unless otherwise unlawful, a person or corporation who is entitled to attend a shareholders' meeting, to vote thereat, or to execute consents, waivers, or releases may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise any of his or her other rights, by one or more agents, who may be either an individual or individuals or any domestic or foreign corporation, authorized by a written proxy or electronic transmission of proxy executed by such person or by his or her attorney in fact.

(a) Unless otherwise unlawful, a person or corporation who is entitled to attend a shareholders' meeting, to vote thereat, or to execute consents, waivers, or releases may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise any of his or her other rights, by one or more agents, who may be either an individual or individuals or any domestic or foreign corporation, authorized by a written proxy or electronic transmission of proxy executed by such person or by his or her attorney in fact.

(b) No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it, except as otherwise provided in this Code section.

(b) No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it, except as otherwise provided in this Code section.

(c) Subject to the limitation of subsection (b) of this Code section, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it, or a duly executed proxy bearing a later date, is received by the secretary of the bank or trust company. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is received by the secretary of the bank or trust company. Notwithstanding that a valid proxy is outstanding, the powers of the proxyholder are suspended, except in the case of a valid proxy which is by law irrevocable and which states on its face that it is irrevocable, if the maker is present at the meeting and elects to vote in person.

(c) Subject to the limitation of subsection (b) of this Code section, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it, or a duly executed proxy bearing a later date, is received by the secretary of the bank or trust company. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is received by the secretary of the bank or trust company. Notwithstanding that a valid proxy is outstanding, the powers of the proxyholder are suspended, except in the case of a valid proxy which is by law irrevocable and which states on its face that it is irrevocable, if the maker is present at the meeting and elects to vote in person.

(d) If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting or, if only one is present, then that one may exercise all the powers conferred by the proxy; but, if the proxyholders present at the meeting are divided as to the right and manner of voting in any particular case and there is no majority, the voting of said shares shall be prorated.

(d) If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting or, if only one is present, then that one may exercise all the powers conferred by the proxy; but, if the proxyholders present at the meeting are divided as to the right and manner of voting in any particular case and there is no majority, the voting of said shares shall be prorated.

(e) If a proxy expressly provides, any proxyholder may, unless otherwise unlawful, appoint in writing a substitute to act in his or her place.

(e) If a proxy expressly provides, any proxyholder may, unless otherwise unlawful, appoint in writing a substitute to act in his or her place.

(f) A shareholder shall not sell his or her vote or issue a proxy to vote to any person for any sum of money or anything of value, except as permitted in this Code section and in Code Section 7-1-438 , relating to shareholders' agreements.

(f) A shareholder shall not sell his or her vote or issue a proxy to vote to any person for any sum of money or anything of value, except as permitted in this Code section and in Code Section 7-1-438 , relating to shareholders' agreements.

(g) To be irrevocable, a proxy must be entitled “IRREVOCABLE PROXY,” must state that it is irrevocable, must not otherwise be unlawful, and must be held by any of the following or by a nominee of any of the following: (1) A pledge or other person holding a security interest in the shares; (2) A person who has purchased or agreed to purchase the shares; (3) A creditor or creditors of the bank or trust company who extend or continue credit to the bank or trust company in consideration of the proxy, if the proxy states that it was given in consideration of such extension or continuation of credit, the amounts thereof, and the name of the person extending or continuing credit; (4) A person who has contracted to perform services as an officer of the bank or trust company, if a proxy is required by the contract of employment and if the proxy states that it was given in consideration of such contract of employment, the name of the employee, and the period of employment contracted for; (5) A person designated by or under an agreement under Code Section 7-1-438 , relating to shareholders' agreements.

(g) To be irrevocable, a proxy must be entitled “IRREVOCABLE PROXY,” must state that it is irrevocable, must not otherwise be unlawful, and must be held by any of the following or by a nominee of any of the following:

(1) A pledge or other person holding a security interest in the shares;

(1) A pledge or other person holding a security interest in the shares;

(2) A person who has purchased or agreed to purchase the shares;

(2) A person who has purchased or agreed to purchase the shares;

(3) A creditor or creditors of the bank or trust company who extend or continue credit to the bank or trust company in consideration of the proxy, if the proxy states that it was given in consideration of such extension or continuation of credit, the amounts thereof, and the name of the person extending or continuing credit;

(3) A creditor or creditors of the bank or trust company who extend or continue credit to the bank or trust company in consideration of the proxy, if the proxy states that it was given in consideration of such extension or continuation of credit, the amounts thereof, and the name of the person extending or continuing credit;

(4) A person who has contracted to perform services as an officer of the bank or trust company, if a proxy is required by the contract of employment and if the proxy states that it was given in consideration of such contract of employment, the name of the employee, and the period of employment contracted for;

(4) A person who has contracted to perform services as an officer of the bank or trust company, if a proxy is required by the contract of employment and if the proxy states that it was given in consideration of such contract of employment, the name of the employee, and the period of employment contracted for;

(5) A person designated by or under an agreement under Code Section 7-1-438 , relating to shareholders' agreements.

(5) A person designated by or under an agreement under Code Section 7-1-438 , relating to shareholders' agreements.

(h) Notwithstanding a provision in a proxy stating that it is irrevocable, the proxy becomes revocable after the pledge or security interest is redeemed, or the debt of the bank or trust company is paid, or the period of employment provided for in the contract of employment has terminated, or the agreement under Code Section 7-1-438 , relating to shareholders' agreements, has terminated; and, in a case provided for in paragraph (3) or (4) of subsection (g) of this Code section, a proxy becomes revocable three years after the date of the proxy or at the end of the period, if any, specified therein, whichever period is less, unless the period of irrevocability is renewed from time to time by the execution of a new irrevocable proxy as provided in this Code section. This subsection does not affect the duration of a proxy under subsection (b) of this Code section.

(h) Notwithstanding a provision in a proxy stating that it is irrevocable, the proxy becomes revocable after the pledge or security interest is redeemed, or the debt of the bank or trust company is paid, or the period of employment provided for in the contract of employment has terminated, or the agreement under Code Section 7-1-438 , relating to shareholders' agreements, has terminated; and, in a case provided for in paragraph (3) or (4) of subsection (g) of this Code section, a proxy becomes revocable three years after the date of the proxy or at the end of the period, if any, specified therein, whichever period is less, unless the period of irrevocability is renewed from time to time by the execution of a new irrevocable proxy as provided in this Code section. This subsection does not affect the duration of a proxy under subsection (b) of this Code section.

(i) A proxy may be revoked, notwithstanding a provision making it irrevocable, by a purchaser of shares without knowledge of the existence of the provision unless the existence of the proxy and its irrevocability are noted conspicuously on the face or back of the certificate representing such shares.

(i) A proxy may be revoked, notwithstanding a provision making it irrevocable, by a purchaser of shares without knowledge of the existence of the provision unless the existence of the proxy and its irrevocability are noted conspicuously on the face or back of the certificate representing such shares.
O.C.G.A. § 7-3-31 — GA Code / Title 7 / Chapter 3 / Section 7-3-31
Georgia Code Title 7. Banking and Finance § 7-3-31
Status: in_force

(a) A licensee shall send written notice to the department within ten days of the following: (1) Any knowledge or discovery that any of the licensee's owners, executive officers, directors, trustees, agents, or covered employees has been convicted of a felony as described in subsection (a) of Code Section 7-3-42 ; (2) Any knowledge or discovery that any of the licensee's owners, executive officers, directors, trustees, agents, or covered employees has committed fraud, engaged in dishonest activities, or made any misrepresentation; (3) The discharge of a covered employee for actual or suspected misrepresentations, dishonest acts, or fraudulent acts; (4) Any knowledge or discovery of an administrative, civil, or criminal action initiated by any governmental entity against the licensee; (5) Any knowledge or discovery of a criminal action initiated by any governmental entity for misrepresentations, dishonest acts, or fraudulent acts against any owner, executive officer, director, trustee, agent, or covered employee of a licensee; and (6) The filing of a petition by or against the licensee under the United States Bankruptcy Code, 11 U.S.C. Sections 101 through 110 , for bankruptcy reorganization or the filing of a petition by or against the licensee for receivership or the making of a general assignment for the benefit of its creditors.

(a) A licensee shall send written notice to the department within ten days of the following:

(1) Any knowledge or discovery that any of the licensee's owners, executive officers, directors, trustees, agents, or covered employees has been convicted of a felony as described in subsection (a) of Code Section 7-3-42 ;

(1) Any knowledge or discovery that any of the licensee's owners, executive officers, directors, trustees, agents, or covered employees has been convicted of a felony as described in subsection (a) of Code Section 7-3-42 ;

(2) Any knowledge or discovery that any of the licensee's owners, executive officers, directors, trustees, agents, or covered employees has committed fraud, engaged in dishonest activities, or made any misrepresentation;

(2) Any knowledge or discovery that any of the licensee's owners, executive officers, directors, trustees, agents, or covered employees has committed fraud, engaged in dishonest activities, or made any misrepresentation;

(3) The discharge of a covered employee for actual or suspected misrepresentations, dishonest acts, or fraudulent acts;

(3) The discharge of a covered employee for actual or suspected misrepresentations, dishonest acts, or fraudulent acts;

(4) Any knowledge or discovery of an administrative, civil, or criminal action initiated by any governmental entity against the licensee;

(4) Any knowledge or discovery of an administrative, civil, or criminal action initiated by any governmental entity against the licensee;

(5) Any knowledge or discovery of a criminal action initiated by any governmental entity for misrepresentations, dishonest acts, or fraudulent acts against any owner, executive officer, director, trustee, agent, or covered employee of a licensee; and

(5) Any knowledge or discovery of a criminal action initiated by any governmental entity for misrepresentations, dishonest acts, or fraudulent acts against any owner, executive officer, director, trustee, agent, or covered employee of a licensee; and

(6) The filing of a petition by or against the licensee under the United States Bankruptcy Code, 11 U.S.C. Sections 101 through 110 , for bankruptcy reorganization or the filing of a petition by or against the licensee for receivership or the making of a general assignment for the benefit of its creditors.

(6) The filing of a petition by or against the licensee under the United States Bankruptcy Code, 11 U.S.C. Sections 101 through 110 , for bankruptcy reorganization or the filing of a petition by or against the licensee for receivership or the making of a general assignment for the benefit of its creditors.

(b) A licensee shall send written notice to the department within 30 days of the following: (1) The commencement of any action brought against it relating to its business of installment lending in Georgia; (2) The commencement of any action by any creditor or claimant relating to its business of installment lending in Georgia or involving a claim against the bond filed with the department pursuant to Code Section 7-3-21 ; (3) The entry of any judgment against the licensee related to its business of installment lending in Georgia; and (4) Any change in the address of its principal place of business or registered agent for service in Georgia.

(b) A licensee shall send written notice to the department within 30 days of the following:

(1) The commencement of any action brought against it relating to its business of installment lending in Georgia;

(1) The commencement of any action brought against it relating to its business of installment lending in Georgia;

(2) The commencement of any action by any creditor or claimant relating to its business of installment lending in Georgia or involving a claim against the bond filed with the department pursuant to Code Section 7-3-21 ;

(2) The commencement of any action by any creditor or claimant relating to its business of installment lending in Georgia or involving a claim against the bond filed with the department pursuant to Code Section 7-3-21 ;

(3) The entry of any judgment against the licensee related to its business of installment lending in Georgia; and

(3) The entry of any judgment against the licensee related to its business of installment lending in Georgia; and

(4) Any change in the address of its principal place of business or registered agent for service in Georgia.

(4) Any change in the address of its principal place of business or registered agent for service in Georgia.

(c) The corporate surety that issued a licensee a bond pursuant to Code Section 7-3-21 shall send written notice to the department via registered or certified mail or statutory overnight delivery within ten days of paying any claim or judgment to any creditor or claimant with details sufficient to identify the claimant and the claim or judgment so paid.

(c) The corporate surety that issued a licensee a bond pursuant to Code Section 7-3-21 shall send written notice to the department via registered or certified mail or statutory overnight delivery within ten days of paying any claim or judgment to any creditor or claimant with details sufficient to identify the claimant and the claim or judgment so paid.
O.C.G.A. § 7-1-117 — GA Code / Title 7 / Chapter 1 / Section 7-1-117
Georgia Code Title 7. Banking and Finance § 7-1-117
Status: in_force

If all applicable fees, charges, and taxes required by law have been paid upon the receipt of the department's approval, under Code Section 7-1-113 or 7-1-116 , of the articles of dissolution, the Secretary of State shall immediately issue to the financial institution a certificate of dissolution with the approved articles of dissolution attached thereto and shall retain a copy of such certificate, the approval of the department, and the articles; and the existence of the financial institution shall cease.
O.C.G.A. § 7-1-621 — GA Code / Title 7 / Chapter 1 / Section 7-1-621
Georgia Code Title 7. Banking and Finance § 7-1-621
Status: in_force

As used in this part, the term:

(1) “ Acquire ,” as applied to a bank holding company, means any of the following actions or transactions: (A) The merger or consolidation with another bank holding company; (B) The acquisition of the direct or indirect ownership or control of voting shares of another bank holding company or bank if, after such acquisition, such bank holding company will directly or indirectly own or control more than 5 percent of any class of voting shares of such bank holding company or bank; (C) The direct or indirect acquisition of all or substantially all of the assets of another bank holding company or bank; or (D) The taking of any other action that would result in the direct or indirect control of another bank holding company or bank. “Acquire” shall also include a transaction where a bank subsidiary of a bank holding company merges or consolidates with, or acquires all or substantially all of the assets of, another bank.

(1) “ Acquire ,” as applied to a bank holding company, means any of the following actions or transactions:

(A) The merger or consolidation with another bank holding company;

(A) The merger or consolidation with another bank holding company;

(B) The acquisition of the direct or indirect ownership or control of voting shares of another bank holding company or bank if, after such acquisition, such bank holding company will directly or indirectly own or control more than 5 percent of any class of voting shares of such bank holding company or bank;

(B) The acquisition of the direct or indirect ownership or control of voting shares of another bank holding company or bank if, after such acquisition, such bank holding company will directly or indirectly own or control more than 5 percent of any class of voting shares of such bank holding company or bank;

(C) The direct or indirect acquisition of all or substantially all of the assets of another bank holding company or bank; or

(C) The direct or indirect acquisition of all or substantially all of the assets of another bank holding company or bank; or

(D) The taking of any other action that would result in the direct or indirect control of another bank holding company or bank.

(D) The taking of any other action that would result in the direct or indirect control of another bank holding company or bank.

“Acquire” shall also include a transaction where a bank subsidiary of a bank holding company merges or consolidates with, or acquires all or substantially all of the assets of, another bank.

(2) “ Bank ” means any “insured bank” as such term is defined in 12 U.S.C. Section 1813(h) of the Federal Deposit Insurance Act or any institution eligible to become such, provided that the term “bank” shall not include any “foreign bank” (which is defined as in 12 U.S.C. Section 3101 of the International Banking Act of 1978). The term “bank” as used in this part shall include any savings and loan association or state savings and loan association as such terms are defined in Code Section 7-1-4 and shall include federal savings banks and similar banking entities chartered under the laws of any state and whose deposits are insured under a federal deposit insurance program.

(2) “ Bank ” means any “insured bank” as such term is defined in 12 U.S.C. Section 1813(h) of the Federal Deposit Insurance Act or any institution eligible to become such, provided that the term “bank” shall not include any “foreign bank” (which is defined as in 12 U.S.C. Section 3101 of the International Banking Act of 1978). The term “bank” as used in this part shall include any savings and loan association or state savings and loan association as such terms are defined in Code Section 7-1-4 and shall include federal savings banks and similar banking entities chartered under the laws of any state and whose deposits are insured under a federal deposit insurance program.

(3) “ Bank holding company ” means any company which is a bank holding company under Code Section 7-1-605 .

(3) “ Bank holding company ” means any company which is a bank holding company under Code Section 7-1-605 .

(4) “ Bank supervisory agency ” means: (A) The Office of Comptroller of Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, and any successor to those agencies; and (B) The agency of a state with primary responsibility for chartering and supervising banks.

(4) “ Bank supervisory agency ” means:

(A) The Office of Comptroller of Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, and any successor to those agencies; and

(A) The Office of Comptroller of Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, and any successor to those agencies; and

(B) The agency of a state with primary responsibility for chartering and supervising banks.

(B) The agency of a state with primary responsibility for chartering and supervising banks.

(5) “ Banking office ” or “banking location” means a main office or a branch office as such terms are defined in this chapter or any other office at which a bank accepts deposits.

(5) “ Banking office ” or “banking location” means a main office or a branch office as such terms are defined in this chapter or any other office at which a bank accepts deposits.

(6) “ Commissioner ” means the commissioner of banking and finance then in office and, where appropriate, all of his or her successors and predecessors in office.

(6) “ Commissioner ” means the commissioner of banking and finance then in office and, where appropriate, all of his or her successors and predecessors in office.

(7) “ Control ” means that which is set forth in Code Section 7-1-605 .

(7) “ Control ” means that which is set forth in Code Section 7-1-605 .

(8) “ Deposits ” means, with respect to a bank, all demand, time, and savings deposits of individuals, partnerships, corporations, the United States government, and states and political subdivisions in the United States. Determinations of deposits shall be made by reference to regulatory reports of condition or similar reports filed by such bank with state or federal regulatory authorities.

(8) “ Deposits ” means, with respect to a bank, all demand, time, and savings deposits of individuals, partnerships, corporations, the United States government, and states and political subdivisions in the United States. Determinations of deposits shall be made by reference to regulatory reports of condition or similar reports filed by such bank with state or federal regulatory authorities.

(9) “ Georgia bank ” means a bank whose home state is Georgia.

(9) “ Georgia bank ” means a bank whose home state is Georgia.

(10) “ Georgia bank holding company ” means a bank holding company that: (A) Has its principal place of business in the State of Georgia; and (B) Is not controlled by a bank holding company other than a Georgia bank holding company.

(10) “ Georgia bank holding company ” means a bank holding company that:

(A) Has its principal place of business in the State of Georgia; and

(A) Has its principal place of business in the State of Georgia; and

(B) Is not controlled by a bank holding company other than a Georgia bank holding company.

(B) Is not controlled by a bank holding company other than a Georgia bank holding company.

(11) “ Georgia state bank ” means a bank chartered under the laws of the State of Georgia.

(11) “ Georgia state bank ” means a bank chartered under the laws of the State of Georgia.

(12) “ Home state ” means any state in the United States: (A) With respect to a state bank, the state by which the bank is chartered; (B) With respect to a national bank, the state in which the main office of the bank is located; or (C) With respect to a foreign bank, the state determined to be the home state of the foreign bank under 12 U.S.C. Section 3103(c) of the International Banking Act.

(12) “ Home state ” means any state in the United States:

(A) With respect to a state bank, the state by which the bank is chartered;

(A) With respect to a state bank, the state by which the bank is chartered;

(B) With respect to a national bank, the state in which the main office of the bank is located; or

(B) With respect to a national bank, the state in which the main office of the bank is located; or

(C) With respect to a foreign bank, the state determined to be the home state of the foreign bank under 12 U.S.C. Section 3103(c) of the International Banking Act.

(C) With respect to a foreign bank, the state determined to be the home state of the foreign bank under 12 U.S.C. Section 3103(c) of the International Banking Act.

(13) “ Home state regulator ” means, with respect to an out-of-state state bank, the bank supervisory agency of the state in which such bank is chartered.

(13) “ Home state regulator ” means, with respect to an out-of-state state bank, the bank supervisory agency of the state in which such bank is chartered.

(14) “ Host state ” means a state, other than the home state of a bank, in which the bank maintains or seeks to establish and maintain a branch.

(14) “ Host state ” means a state, other than the home state of a bank, in which the bank maintains or seeks to establish and maintain a branch.

(15) “ Insured depository institution ” shall have the same meaning as set forth in 12 U.S.C. Section 1813(c)(2) and (3) of the Federal Deposit Insurance Act, provided that the term “insured depository institution” shall not include any “ foreign bank ” (which is defined as in 12 U.S.C. Section 3101 of the International Banking Act of 1978).

(15) “ Insured depository institution ” shall have the same meaning as set forth in 12 U.S.C. Section 1813(c)(2) and (3) of the Federal Deposit Insurance Act, provided that the term “insured depository institution” shall not include any “ foreign bank ” (which is defined as in 12 U.S.C. Section 3101 of the International Banking Act of 1978).

(16) “ Interstate merger transaction ” means: (A) The merger or consolidation of banks with different home states and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank; or (B) The purchase of all or substantially all of the assets of a bank whose home state is different from the home state of the acquiring bank.

(16) “ Interstate merger transaction ” means:

(A) The merger or consolidation of banks with different home states and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank; or

(A) The merger or consolidation of banks with different home states and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank; or

(B) The purchase of all or substantially all of the assets of a bank whose home state is different from the home state of the acquiring bank.

(B) The purchase of all or substantially all of the assets of a bank whose home state is different from the home state of the acquiring bank.

(17) “ Out-of-state bank ” means a bank whose home state is not Georgia, but the term does not include a foreign bank.

(17) “ Out-of-state bank ” means a bank whose home state is not Georgia, but the term does not include a foreign bank.

(18) “ Out-of-state bank holding company ” means a bank holding company other than a Georgia bank holding company.

(18) “ Out-of-state bank holding company ” means a bank holding company other than a Georgia bank holding company.

(19) “ Out-of-state state bank ” means a bank chartered under the laws of a state other than Georgia.

(19) “ Out-of-state state bank ” means a bank chartered under the laws of a state other than Georgia.

(20) “ Principal place of business ” of a bank holding company means the state of charter in which the aggregate deposits of the bank subsidiaries of such bank holding company are largest.

(20) “ Principal place of business ” of a bank holding company means the state of charter in which the aggregate deposits of the bank subsidiaries of such bank holding company are largest.

(21) “ Resulting bank ” means a bank that has resulted from an interstate merger transaction under Part 20 of this article.

(21) “ Resulting bank ” means a bank that has resulted from an interstate merger transaction under Part 20 of this article.

(22) “ State ” means any state of the United States, including the District of Columbia.

(22) “ State ” means any state of the United States, including the District of Columbia.

(23) “ Subsidiary ” means that which is set forth in Code Section 7-1-605 .

(23) “ Subsidiary ” means that which is set forth in Code Section 7-1-605 .
O.C.G.A. § 7-1-260 — GA Code / Title 7 / Chapter 1 / Section 7-1-260
Georgia Code Title 7. Banking and Finance § 7-1-260
Status: in_force

Subject to restrictions contained in this chapter or in its articles, a bank or trust company shall have the power:

(1) To have perpetual duration unless a limited period of duration is stated in its articles. Each bank or trust company existing on April 1, 1975, shall have perpetual duration unless its articles are amended under this chapter to provide for a limited period of duration;

(1) To have perpetual duration unless a limited period of duration is stated in its articles. Each bank or trust company existing on April 1, 1975, shall have perpetual duration unless its articles are amended under this chapter to provide for a limited period of duration;

(2) To sue and be sued, complain and defend in its corporate name;

(2) To sue and be sued, complain and defend in its corporate name;

(3) To have a corporate seal, which may be altered at pleasure, and to use the same by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced;

(3) To have a corporate seal, which may be altered at pleasure, and to use the same by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced;

(4) To adopt, alter, and repeal bylaws pursuant to the procedures of Code Section 7-1-481 containing provisions for the regulation and management of affairs of the institution not inconsistent with law or its articles;

(4) To adopt, alter, and repeal bylaws pursuant to the procedures of Code Section 7-1-481 containing provisions for the regulation and management of affairs of the institution not inconsistent with law or its articles;

(5) To elect or appoint and remove officers and agents of the institution and to define their duties and fix their compensation;

(5) To elect or appoint and remove officers and agents of the institution and to define their duties and fix their compensation;

(6) To make contracts;

(6) To make contracts;

(7) To make, irrespective of corporate benefit, loans, investments, contributions, and donations for community development and the promotion of the public welfare or for other religious, charitable, scientific, educational, hospital, civic, or similar purposes and in time of war or other national emergency in aid of the national effort with respect thereto;

(7) To make, irrespective of corporate benefit, loans, investments, contributions, and donations for community development and the promotion of the public welfare or for other religious, charitable, scientific, educational, hospital, civic, or similar purposes and in time of war or other national emergency in aid of the national effort with respect thereto;

(8) At the request or direction of the United States government or any public body thereof, to transact lawful business in time of war or national emergency in aid of the national effort in connection therewith;

(8) At the request or direction of the United States government or any public body thereof, to transact lawful business in time of war or national emergency in aid of the national effort in connection therewith;

(9) To procure, for its benefit, insurance on the life of any of its directors, officers, or employees or any other person whose death might cause financial loss to the bank or trust company; or, pursuant to any contract lawfully obligating the bank or trust company as guarantor or surety, on the life of the principal obligor; and

(9) To procure, for its benefit, insurance on the life of any of its directors, officers, or employees or any other person whose death might cause financial loss to the bank or trust company; or, pursuant to any contract lawfully obligating the bank or trust company as guarantor or surety, on the life of the principal obligor; and

(10) To reimburse and indemnify litigation, liabilities, and expenses of directors, officers, and employees pursuant to agreements with them or otherwise and to purchase and maintain liability insurance for their benefit unless otherwise limited pursuant to this chapter.

(10) To reimburse and indemnify litigation, liabilities, and expenses of directors, officers, and employees pursuant to agreements with them or otherwise and to purchase and maintain liability insurance for their benefit unless otherwise limited pursuant to this chapter.
O.C.G.A. § 7-1-552 — GA Code / Title 7 / Chapter 1 / Section 7-1-552
Georgia Code Title 7. Banking and Finance § 7-1-552
Status: reserved

In the case of a conversion, the national bank shall file with the department:

(1) Information desired by the department in order to evaluate the proposed conversion, in the form specified by the department;

(1) Information desired by the department in order to evaluate the proposed conversion, in the form specified by the department;

(2) Applicable fees established by regulation of the department to defray the expenses of its investigation under Code Section 7-1-553 ; and

(2) Applicable fees established by regulation of the department to defray the expenses of its investigation under Code Section 7-1-553 ; and

(3) A certificate of the Secretary of State showing that the proposed name of the resulting bank or trust company has been reserved under Code Section 7-1-131 .

(3) A certificate of the Secretary of State showing that the proposed name of the resulting bank or trust company has been reserved under Code Section 7-1-131 .
O.C.G.A. § 7-1-192 — GA Code / Title 7 / Chapter 1 / Section 7-1-192
Georgia Code Title 7. Banking and Finance § 7-1-192
Status: in_force

(a) After filing a supplement to the certificate of possession setting forth its determination to liquidate the affairs of a financial institution in receivership, the department shall forthwith give notice of such determination to all corporations or persons who appear upon the books of the financial institution as depositors or other creditors or who are otherwise known to the department to be or who claim to be depositors or other creditors or who have given notice to the department claiming a right of execution or attachment against any assets owned by or legally in the custody or possession of the financial institution.

(a) After filing a supplement to the certificate of possession setting forth its determination to liquidate the affairs of a financial institution in receivership, the department shall forthwith give notice of such determination to all corporations or persons who appear upon the books of the financial institution as depositors or other creditors or who are otherwise known to the department to be or who claim to be depositors or other creditors or who have given notice to the department claiming a right of execution or attachment against any assets owned by or legally in the custody or possession of the financial institution.

(b) The notice to depositors shall state the amount which the books or other records of the financial institution show to be due to such depositor. It shall also state that unless such depositor shall, within a specified time, present to the department his bank statement or passbook or other evidence of his account showing a different amount to be due or unless such depositor shall, within a specified time from the date of such notice, otherwise prove in the manner provided by this chapter that a different amount is due, the amount shown to be due by the books of the financial institution will be conclusively presumed to be correct unless the court, pursuant to this chapter, grants him an extension of time.

(b) The notice to depositors shall state the amount which the books or other records of the financial institution show to be due to such depositor. It shall also state that unless such depositor shall, within a specified time, present to the department his bank statement or passbook or other evidence of his account showing a different amount to be due or unless such depositor shall, within a specified time from the date of such notice, otherwise prove in the manner provided by this chapter that a different amount is due, the amount shown to be due by the books of the financial institution will be conclusively presumed to be correct unless the court, pursuant to this chapter, grants him an extension of time.

(c) The notice to each creditor, other than a depositor, shall inform such creditor that he must present his claim in the manner provided by this chapter within a specified time from the date of such notice or else be permanently barred from sharing in any distribution of the assets of the financial institution unless the court, pursuant to this chapter, grants him an extension of time.

(c) The notice to each creditor, other than a depositor, shall inform such creditor that he must present his claim in the manner provided by this chapter within a specified time from the date of such notice or else be permanently barred from sharing in any distribution of the assets of the financial institution unless the court, pursuant to this chapter, grants him an extension of time.

(d) The department shall also advertise, in the manner prescribed by this chapter, its determination to liquidate the financial institution. Such advertisement shall state that the department has filed an inventory and appraisement of the assets of the institution and shall designate the superior court with which such documents have been filed and shall describe the legal consequences to depositors and other creditors of failure to prove those claims within the time set in the notice. For purposes of this advertisement and other notices or advertisements required hereunder, the department may, to the extent it deems appropriate, describe shareholders of credit unions as such, not by use of the defined term “depositors” used in this chapter.

(d) The department shall also advertise, in the manner prescribed by this chapter, its determination to liquidate the financial institution. Such advertisement shall state that the department has filed an inventory and appraisement of the assets of the institution and shall designate the superior court with which such documents have been filed and shall describe the legal consequences to depositors and other creditors of failure to prove those claims within the time set in the notice. For purposes of this advertisement and other notices or advertisements required hereunder, the department may, to the extent it deems appropriate, describe shareholders of credit unions as such, not by use of the defined term “depositors” used in this chapter.

(e) The department shall specify as the last day upon which depositors and other creditors can prove their claims a date at least 30 days after the date of the sending of such notice to depositors and creditors. However, claims based upon deficiencies in, or surcharges with respect to, assets which such financial institution held in a fiduciary capacity may be proved at any time within six months after the appointment of a substituted fiduciary of the estate of which such assets were a part and the adjudication of the account of such estate by the competent court.

(e) The department shall specify as the last day upon which depositors and other creditors can prove their claims a date at least 30 days after the date of the sending of such notice to depositors and creditors. However, claims based upon deficiencies in, or surcharges with respect to, assets which such financial institution held in a fiduciary capacity may be proved at any time within six months after the appointment of a substituted fiduciary of the estate of which such assets were a part and the adjudication of the account of such estate by the competent court.
O.C.G.A. § 7-1-1018 — GA Code / Title 7 / Chapter 1 / Section 7-1-1018
Georgia Code Title 7. Banking and Finance § 7-1-1018
Status: in_force

(a) Whenever it shall appear to the department that any person required to be licensed or registered under this article or employed by a licensee or who would be covered by the prohibitions in Code Section 7-1-1013 has violated any law of this state or any order or regulation of the department, the department may issue an initial written order requiring such person to cease and desist immediately from such unauthorized practices. Such cease and desist order shall be final 20 days after it is issued unless the person to whom it is issued makes a written request within such 20 day period for a hearing. The hearing shall be conducted in accordance with Chapter 13 of Title 50, the “Georgia Administrative Procedure Act.” A cease and desist order to an unlicensed person that orders such person to cease doing a mortgage business without the appropriate license shall be final 30 days from the date of issuance, and there shall be no opportunity for an administrative hearing. If the proper license or evidence of exemption or valid employment status during the time of the alleged offense is delivered to the department within the 30 day period, the order shall be rescinded by the department. If a cease and desist order is issued to a person who has been sent a notice of bond cancellation and if the bond is reinstated or replaced and such documentation is delivered to the department within the 20 day period following the date of issuance of the order, the order shall be rescinded. If the notice of reinstatement of the bond is not received within the 20 days, the license shall expire at the end of the 20 day period, and the person shall be required to make a new application for license and pay the applicable fees. In the case of an unlawful purchase of mortgage loans, such initial cease and desist order to a purchaser shall constitute the knowledge required under subsection (b) of Code Section 7-1-1002 for any subsequent violations. Any cease and desist order sent to the person at both his or her personal and business addresses pursuant to this Code section that is returned to the department as “refused” or “unclaimed” shall be deemed as received and sufficiently served.

(a) Whenever it shall appear to the department that any person required to be licensed or registered under this article or employed by a licensee or who would be covered by the prohibitions in Code Section 7-1-1013 has violated any law of this state or any order or regulation of the department, the department may issue an initial written order requiring such person to cease and desist immediately from such unauthorized practices. Such cease and desist order shall be final 20 days after it is issued unless the person to whom it is issued makes a written request within such 20 day period for a hearing. The hearing shall be conducted in accordance with Chapter 13 of Title 50, the “Georgia Administrative Procedure Act.” A cease and desist order to an unlicensed person that orders such person to cease doing a mortgage business without the appropriate license shall be final 30 days from the date of issuance, and there shall be no opportunity for an administrative hearing. If the proper license or evidence of exemption or valid employment status during the time of the alleged offense is delivered to the department within the 30 day period, the order shall be rescinded by the department. If a cease and desist order is issued to a person who has been sent a notice of bond cancellation and if the bond is reinstated or replaced and such documentation is delivered to the department within the 20 day period following the date of issuance of the order, the order shall be rescinded. If the notice of reinstatement of the bond is not received within the 20 days, the license shall expire at the end of the 20 day period, and the person shall be required to make a new application for license and pay the applicable fees. In the case of an unlawful purchase of mortgage loans, such initial cease and desist order to a purchaser shall constitute the knowledge required under subsection (b) of Code Section 7-1-1002 for any subsequent violations. Any cease and desist order sent to the person at both his or her personal and business addresses pursuant to this Code section that is returned to the department as “refused” or “unclaimed” shall be deemed as received and sufficiently served.

(b) Whenever a person shall fail to comply with the terms of an order of the department which has been properly issued under the circumstances, the department, upon notice of three days to such person, may, through the Attorney General, petition the principal court for an order directing such person to obey the order of the department within the period of time as shall be fixed by the court. Upon the filing of such petition, the court shall allow a motion to show cause why it should not be granted. Whenever, after a hearing upon the merits or after failure of such person to appear when ordered, it shall appear that the order of the department was properly issued, the court shall grant the petition of the department.

(b) Whenever a person shall fail to comply with the terms of an order of the department which has been properly issued under the circumstances, the department, upon notice of three days to such person, may, through the Attorney General, petition the principal court for an order directing such person to obey the order of the department within the period of time as shall be fixed by the court. Upon the filing of such petition, the court shall allow a motion to show cause why it should not be granted. Whenever, after a hearing upon the merits or after failure of such person to appear when ordered, it shall appear that the order of the department was properly issued, the court shall grant the petition of the department.

(c) Any person who violates the terms of any order issued pursuant to this Code section shall be liable for a civil penalty not to exceed $1,000.00 per violation per day unless otherwise agreed to by the department. In determining the amount of penalty, the department shall take into account the appropriateness of the penalty relative to the size of the financial resources of such person, the good faith efforts of such person to comply with the order, the gravity of the violation, the history of previous violations by such person, and such other factors or circumstances as shall have contributed to the violation. The department may at its discretion compromise, modify, or refund any penalty which is subject to imposition or has been imposed pursuant to this Code section. Any person assessed as provided in this subsection shall have the right to request a hearing into the matter within ten days after notification of the assessment has been served upon the person involved; otherwise, such penalty shall be final except as to judicial review as provided in Code Section 7-1-90 .

(c) Any person who violates the terms of any order issued pursuant to this Code section shall be liable for a civil penalty not to exceed $1,000.00 per violation per day unless otherwise agreed to by the department. In determining the amount of penalty, the department shall take into account the appropriateness of the penalty relative to the size of the financial resources of such person, the good faith efforts of such person to comply with the order, the gravity of the violation, the history of previous violations by such person, and such other factors or circumstances as shall have contributed to the violation. The department may at its discretion compromise, modify, or refund any penalty which is subject to imposition or has been imposed pursuant to this Code section. Any person assessed as provided in this subsection shall have the right to request a hearing into the matter within ten days after notification of the assessment has been served upon the person involved; otherwise, such penalty shall be final except as to judicial review as provided in Code Section 7-1-90 .

(d) Initial judicial review of the decision of the department entered pursuant to this Code section or Code Section 7-1-1017 shall be available solely in the superior court of the county of domicile of the department.

(d) Initial judicial review of the decision of the department entered pursuant to this Code section or Code Section 7-1-1017 shall be available solely in the superior court of the county of domicile of the department.

(e) All penalties and fines recovered by the department as authorized by subsection (g) of this Code section shall be paid into the state treasury to the credit of the general fund; provided, however, that the department at its discretion may remit such amounts recovered, net of the cost of recovery, if it makes an accounting of all such costs and expenses of recovery in the same manner as prescribed for judgments received through derivative actions pursuant to the provisions of Code Section 7-1-441 .

(e) All penalties and fines recovered by the department as authorized by subsection (g) of this Code section shall be paid into the state treasury to the credit of the general fund; provided, however, that the department at its discretion may remit such amounts recovered, net of the cost of recovery, if it makes an accounting of all such costs and expenses of recovery in the same manner as prescribed for judgments received through derivative actions pursuant to the provisions of Code Section 7-1-441 .

(f) For purposes of this Code section, the term “ person ” also includes any officer, director, employee, agent, or other person participating in the conduct of the affairs of the person subject to the orders issued pursuant to this Code section.

(f) For purposes of this Code section, the term “ person ” also includes any officer, director, employee, agent, or other person participating in the conduct of the affairs of the person subject to the orders issued pursuant to this Code section.

(g) In addition to any other administrative penalties authorized by this article, the department may, by regulation, prescribe administrative fines for violations of this article and of any rules promulgated by the department pursuant to this article.

(g) In addition to any other administrative penalties authorized by this article, the department may, by regulation, prescribe administrative fines for violations of this article and of any rules promulgated by the department pursuant to this article.
O.C.G.A. § 7-1-1013 — GA Code / Title 7 / Chapter 1 / Section 7-1-1013
Georgia Code Title 7. Banking and Finance § 7-1-1013
Status: in_force

It shall be prohibited for any person transacting a mortgage business in or from this state, including any person required to be licensed or registered under this article and any person exempted from the licensing or registration requirements of this article under Code Section 7-1-1001 , to:

(1) Misrepresent the material facts, make false statements or promises, or submit false statements or documents likely to influence, persuade, or induce an applicant for a mortgage loan, a mortgagee, or a mortgagor to take a mortgage loan, or, through agents or otherwise, pursue a course of misrepresentation by use of fraudulent or unauthorized documents or other means to the department or anyone;

(1) Misrepresent the material facts, make false statements or promises, or submit false statements or documents likely to influence, persuade, or induce an applicant for a mortgage loan, a mortgagee, or a mortgagor to take a mortgage loan, or, through agents or otherwise, pursue a course of misrepresentation by use of fraudulent or unauthorized documents or other means to the department or anyone;

(2) Misrepresent or conceal or cause another to misrepresent or conceal material factors, terms, or conditions of a transaction to which a mortgage lender or broker is a party, pertinent to an applicant or application for a mortgage loan or a mortgagor;

(2) Misrepresent or conceal or cause another to misrepresent or conceal material factors, terms, or conditions of a transaction to which a mortgage lender or broker is a party, pertinent to an applicant or application for a mortgage loan or a mortgagor;

(3) Fail to disburse funds in accordance with a written commitment or agreement to make a mortgage loan;

(3) Fail to disburse funds in accordance with a written commitment or agreement to make a mortgage loan;

(4) Improperly refuse to issue a satisfaction of a mortgage loan;

(4) Improperly refuse to issue a satisfaction of a mortgage loan;

(5) Fail to account for or deliver to any person any personal property obtained in connection with a mortgage loan such as money, funds, deposit, check, draft, mortgage, or other document or thing of value which has come into the possession of a licensee or registrant and which is not the property of the licensee or registrant, or which the mortgage lender or broker is not in law or at equity entitled to retain;

(5) Fail to account for or deliver to any person any personal property obtained in connection with a mortgage loan such as money, funds, deposit, check, draft, mortgage, or other document or thing of value which has come into the possession of a licensee or registrant and which is not the property of the licensee or registrant, or which the mortgage lender or broker is not in law or at equity entitled to retain;

(6) Engage in any transaction, practice, or course of business which is not in good faith or fair dealing, or which operates a fraud upon any person, in connection with the attempted or actual making of, purchase of, transfer of, or sale of any mortgage loan;

(6) Engage in any transaction, practice, or course of business which is not in good faith or fair dealing, or which operates a fraud upon any person, in connection with the attempted or actual making of, purchase of, transfer of, or sale of any mortgage loan;

(7) Engage in any fraudulent home mortgage underwriting practices;

(7) Engage in any fraudulent home mortgage underwriting practices;

(8) Induce, require, or otherwise permit the applicant for a mortgage loan or mortgagor to sign a security deed, note, loan application, or other pertinent financial disclosure documents with any blank spaces to be filled in after it has been signed, except blank spaces relating to recording or other incidental information not available at the time of signing;

(8) Induce, require, or otherwise permit the applicant for a mortgage loan or mortgagor to sign a security deed, note, loan application, or other pertinent financial disclosure documents with any blank spaces to be filled in after it has been signed, except blank spaces relating to recording or other incidental information not available at the time of signing;

(9) Make, directly or indirectly, any residential mortgage loan with the intent to foreclose on the borrower's property. For purposes of this paragraph, there shall be a presumption that a person has made a residential mortgage loan with the intent to foreclose on the borrower's property if the following circumstances can be demonstrated: (A) Lack of substantial benefit to the borrower; (B) Lack of probability of full payment of the loan by the borrower; and (C) A significant proportion of similarly foreclosed loans by such person;

(9) Make, directly or indirectly, any residential mortgage loan with the intent to foreclose on the borrower's property. For purposes of this paragraph, there shall be a presumption that a person has made a residential mortgage loan with the intent to foreclose on the borrower's property if the following circumstances can be demonstrated:

(A) Lack of substantial benefit to the borrower;

(A) Lack of substantial benefit to the borrower;

(B) Lack of probability of full payment of the loan by the borrower; and

(B) Lack of probability of full payment of the loan by the borrower; and

(C) A significant proportion of similarly foreclosed loans by such person;

(C) A significant proportion of similarly foreclosed loans by such person;

(10) Provide an extension of credit or collect a mortgage debt by extortionate means; or

(10) Provide an extension of credit or collect a mortgage debt by extortionate means; or

(11) Purposely withhold, delete, destroy, or alter information requested by an examiner of the department or make false statements or material misrepresentations to the department or the Nationwide Multistate Licensing System and Registry or in connection with any investigation conducted by the department or another governmental agency.

(11) Purposely withhold, delete, destroy, or alter information requested by an examiner of the department or make false statements or material misrepresentations to the department or the Nationwide Multistate Licensing System and Registry or in connection with any investigation conducted by the department or another governmental agency.
O.C.G.A. § 7-1-511 — GA Code / Title 7 / Chapter 1 / Section 7-1-511
Georgia Code Title 7. Banking and Finance § 7-1-511
Status: in_force

(a) An amendment of the articles shall be proposed by adoption of a resolution by the board of directors directing that it be submitted to a vote at a meeting of shareholders.

(a) An amendment of the articles shall be proposed by adoption of a resolution by the board of directors directing that it be submitted to a vote at a meeting of shareholders.

(b) The resolution proposing an amendment or amendments shall contain the language of each amendment by setting forth in full the articles as they would be amended or any provision thereof as it would be amended or by setting forth in full any matter to be added to or deleted from the articles. A copy of the resolution or a summary thereof shall be included with the notice of the meeting required under Code Section 7-1-6 .

(b) The resolution proposing an amendment or amendments shall contain the language of each amendment by setting forth in full the articles as they would be amended or any provision thereof as it would be amended or by setting forth in full any matter to be added to or deleted from the articles. A copy of the resolution or a summary thereof shall be included with the notice of the meeting required under Code Section 7-1-6 .

(c) Except as provided in subsections (d), (e), and (f) of this Code section, adoption of each amendment shall require the affirmative vote of the shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon and, if any class is entitled to vote thereon as a class, of the holders of at least a majority of the outstanding shares of such class.

(c) Except as provided in subsections (d), (e), and (f) of this Code section, adoption of each amendment shall require the affirmative vote of the shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon and, if any class is entitled to vote thereon as a class, of the holders of at least a majority of the outstanding shares of such class.

(d) If a proposed amendment would: (1) Make any change in the preferences, redemption provisions, qualifications, limitations, restrictions, or special or relative rights of the shares of any class adverse to such class; (2) Increase or decrease the par value of the shares of any class; (3) Increase the authorized number of shares of any class; (4) Limit or deny the existing preemptive rights of the shares of any class; or (5) Authorize a new class of shares or increase the number of authorized shares of any class, senior or superior in any respect to the shares of any class previously authorized, the holders of the outstanding shares of such class shall be entitled to vote as a class on such amendment regardless of any limitation stated in the articles on the voting rights of such class.

(d) If a proposed amendment would:

(1) Make any change in the preferences, redemption provisions, qualifications, limitations, restrictions, or special or relative rights of the shares of any class adverse to such class;

(1) Make any change in the preferences, redemption provisions, qualifications, limitations, restrictions, or special or relative rights of the shares of any class adverse to such class;

(2) Increase or decrease the par value of the shares of any class;

(2) Increase or decrease the par value of the shares of any class;

(3) Increase the authorized number of shares of any class;

(3) Increase the authorized number of shares of any class;

(4) Limit or deny the existing preemptive rights of the shares of any class; or

(4) Limit or deny the existing preemptive rights of the shares of any class; or

(5) Authorize a new class of shares or increase the number of authorized shares of any class, senior or superior in any respect to the shares of any class previously authorized,

(5) Authorize a new class of shares or increase the number of authorized shares of any class, senior or superior in any respect to the shares of any class previously authorized,

the holders of the outstanding shares of such class shall be entitled to vote as a class on such amendment regardless of any limitation stated in the articles on the voting rights of such class.

(e) Any amendment for the purposes set forth in paragraph (7) of subsection (a) of Code Section 7-1-510 shall require for its adoption the affirmative vote of at least two-thirds of all the shares entitled to vote thereon or of each class entitled to vote thereon where voting by class is required.

(e) Any amendment for the purposes set forth in paragraph (7) of subsection (a) of Code Section 7-1-510 shall require for its adoption the affirmative vote of at least two-thirds of all the shares entitled to vote thereon or of each class entitled to vote thereon where voting by class is required.

(f) Notwithstanding the other provisions of this Code section, the board of directors may adopt a resolution amending the articles to change the name of the bank or trust company without shareholder action unless the articles provide otherwise.

(f) Notwithstanding the other provisions of this Code section, the board of directors may adopt a resolution amending the articles to change the name of the bank or trust company without shareholder action unless the articles provide otherwise.
O.C.G.A. § 7-1-692 — GA Code / Title 7 / Chapter 1 / Section 7-1-692
Georgia Code Title 7. Banking and Finance § 7-1-692
Status: in_force

(a) The department may suspend or revoke an original or renewal license issued pursuant to this article or rescind the authorization to act as an authorized agent of a licensee if it finds that any ground or grounds exist which would require or warrant the refusal of an application for the issuance or renewal of a license or the authorization to act as an authorized agent of a licensee if such an application or notification were then before it. The department may also deny an application, suspend or revoke an original or renewal license issued pursuant to this article, or rescind the authorization to act as an authorized agent of a licensee if it finds that the licensee or the authorized agent has: (1) Committed any fraud, engaged in any dishonest activities, or made any misrepresentation; (2) Violated any provisions of this article, any rule or regulation issued pursuant thereto, any order issued by the department, or any other law in the course of its dealings as a licensee or authorized agent; (3) Made a false statement in an original or renewal application for licensure or failed to give a true reply to a question in an original or renewal application; (4) Demonstrated incompetency or untrustworthiness to act as a licensee or authorized agent; (5) Failed to pay, within 30 days after it becomes final, a judgment recovered in any court by a claimant or creditor in an action arising out of the licensee's business in this state of engaging in money transmission; (6) Purposely withheld, deleted, destroyed, or altered information requested by an examiner of the department or made false statements or misrepresentations to the department; (7) Operated in an unsafe or unsound manner; or (8) Made a general assignment for the benefit of its creditors, suspended payment of its obligations, or is insolvent.

(a) The department may suspend or revoke an original or renewal license issued pursuant to this article or rescind the authorization to act as an authorized agent of a licensee if it finds that any ground or grounds exist which would require or warrant the refusal of an application for the issuance or renewal of a license or the authorization to act as an authorized agent of a licensee if such an application or notification were then before it. The department may also deny an application, suspend or revoke an original or renewal license issued pursuant to this article, or rescind the authorization to act as an authorized agent of a licensee if it finds that the licensee or the authorized agent has:

(1) Committed any fraud, engaged in any dishonest activities, or made any misrepresentation;

(1) Committed any fraud, engaged in any dishonest activities, or made any misrepresentation;

(2) Violated any provisions of this article, any rule or regulation issued pursuant thereto, any order issued by the department, or any other law in the course of its dealings as a licensee or authorized agent;

(2) Violated any provisions of this article, any rule or regulation issued pursuant thereto, any order issued by the department, or any other law in the course of its dealings as a licensee or authorized agent;

(3) Made a false statement in an original or renewal application for licensure or failed to give a true reply to a question in an original or renewal application;

(3) Made a false statement in an original or renewal application for licensure or failed to give a true reply to a question in an original or renewal application;

(4) Demonstrated incompetency or untrustworthiness to act as a licensee or authorized agent;

(4) Demonstrated incompetency or untrustworthiness to act as a licensee or authorized agent;

(5) Failed to pay, within 30 days after it becomes final, a judgment recovered in any court by a claimant or creditor in an action arising out of the licensee's business in this state of engaging in money transmission;

(5) Failed to pay, within 30 days after it becomes final, a judgment recovered in any court by a claimant or creditor in an action arising out of the licensee's business in this state of engaging in money transmission;

(6) Purposely withheld, deleted, destroyed, or altered information requested by an examiner of the department or made false statements or misrepresentations to the department;

(6) Purposely withheld, deleted, destroyed, or altered information requested by an examiner of the department or made false statements or misrepresentations to the department;

(7) Operated in an unsafe or unsound manner; or

(7) Operated in an unsafe or unsound manner; or

(8) Made a general assignment for the benefit of its creditors, suspended payment of its obligations, or is insolvent.

(8) Made a general assignment for the benefit of its creditors, suspended payment of its obligations, or is insolvent.

(b) The department shall not issue a license to an applicant, may rescind the authorization to act as an authorized agent of a licensee, and may revoke a license if such applicant, licensee, or authorized agent is subject to or employs any person subject to a final cease and desist order that has been issued within the preceding five years if such order was based on a violation of this article. Each applicant or licensee shall, before hiring a covered employee, examine the department's public records to determine that such covered employee is not subject to a cease and desist order.

(b) The department shall not issue a license to an applicant, may rescind the authorization to act as an authorized agent of a licensee, and may revoke a license if such applicant, licensee, or authorized agent is subject to or employs any person subject to a final cease and desist order that has been issued within the preceding five years if such order was based on a violation of this article. Each applicant or licensee shall, before hiring a covered employee, examine the department's public records to determine that such covered employee is not subject to a cease and desist order.

(c) The department shall not issue a license to an applicant, may rescind the authorization to act as an authorized agent of a licensee, and may revoke a license if such applicant, licensee, or authorized agent is subject to or employs any person whose license issued pursuant to this article was revoked within the preceding five years. Each applicant or licensee shall, before hiring a covered employee, examine the department's public records to determine that such covered employee's license was not revoked.

(c) The department shall not issue a license to an applicant, may rescind the authorization to act as an authorized agent of a licensee, and may revoke a license if such applicant, licensee, or authorized agent is subject to or employs any person whose license issued pursuant to this article was revoked within the preceding five years. Each applicant or licensee shall, before hiring a covered employee, examine the department's public records to determine that such covered employee's license was not revoked.

(d) The department shall not issue a license to an applicant, may rescind the authorization to act as an authorized agent of a licensee, and may revoke a license if it finds that any person who is a director, officer, partner, ultimate equitable owner of the applicant, licensee, or authorized agent or any individual who directs the affairs of or controls or establishes policy for the applicant, licensee, or authorized agent has been in one or more of those roles as a licensee whose application has been denied or license revoked or suspended within five years of the date of the application.

(d) The department shall not issue a license to an applicant, may rescind the authorization to act as an authorized agent of a licensee, and may revoke a license if it finds that any person who is a director, officer, partner, ultimate equitable owner of the applicant, licensee, or authorized agent or any individual who directs the affairs of or controls or establishes policy for the applicant, licensee, or authorized agent has been in one or more of those roles as a licensee whose application has been denied or license revoked or suspended within five years of the date of the application.

(e) Notice of the department's intention to enter an order denying an application for a license, rescinding the authorization to act as an authorized agent of a licensee, or suspending or revoking a license shall be given to the applicant, authorized agent, or licensee in writing, sent by registered or certified mail or statutory overnight delivery addressed to the principal place of business of such applicant, authorized agent, or licensee. If a person refuses to accept service of the notice by registered or certified mail or statutory overnight delivery, the notice or order shall be served by the commissioner or the commissioner's authorized representative under any other method of lawful service, and the person shall be personally liable to the commissioner for a sum equal to the actual costs incurred to serve the notice or order. This liability shall be paid upon notice and demand by the commissioner or the commissioner's representative and shall be assessed and collected in the same manner as other fees or fines administered by the commissioner. Within 20 days of the date of the notice of intention to enter an order of denial, suspension, revocation, or rescission under this article, the applicant, authorized agent, or licensee may request in writing a hearing to contest the order. If a hearing is not requested in writing within 20 days of the date of such notice of intention, the department shall enter a final order regarding the denial, suspension, or revocation. Any final order of the department denying an application, suspending or revoking a license, or rescinding authorization to act as an authorized agent shall state the grounds upon which it is based and shall be effective on the date of issuance. A copy thereof shall be forwarded promptly by mail addressed to the principal place of business of such applicant, authorized agent, or licensee.

(e) Notice of the department's intention to enter an order denying an application for a license, rescinding the authorization to act as an authorized agent of a licensee, or suspending or revoking a license shall be given to the applicant, authorized agent, or licensee in writing, sent by registered or certified mail or statutory overnight delivery addressed to the principal place of business of such applicant, authorized agent, or licensee. If a person refuses to accept service of the notice by registered or certified mail or statutory overnight delivery, the notice or order shall be served by the commissioner or the commissioner's authorized representative under any other method of lawful service, and the person shall be personally liable to the commissioner for a sum equal to the actual costs incurred to serve the notice or order. This liability shall be paid upon notice and demand by the commissioner or the commissioner's representative and shall be assessed and collected in the same manner as other fees or fines administered by the commissioner. Within 20 days of the date of the notice of intention to enter an order of denial, suspension, revocation, or rescission under this article, the applicant, authorized agent, or licensee may request in writing a hearing to contest the order. If a hearing is not requested in writing within 20 days of the date of such notice of intention, the department shall enter a final order regarding the denial, suspension, or revocation. Any final order of the department denying an application, suspending or revoking a license, or rescinding authorization to act as an authorized agent shall state the grounds upon which it is based and shall be effective on the date of issuance. A copy thereof shall be forwarded promptly by mail addressed to the principal place of business of such applicant, authorized agent, or licensee.

(f) A decision by the department denying an application for license or of an order suspending or revoking a license shall be subject to review in accordance with Chapter 13 of Title 50, the “Georgia Administrative Procedure Act.”

(f) A decision by the department denying an application for license or of an order suspending or revoking a license shall be subject to review in accordance with Chapter 13 of Title 50, the “Georgia Administrative Procedure Act.”

(g) Whenever the department initiates an administrative action against a current licensee or an applicant, the department may pursue such action to its conclusion despite the fact that a licensee may withdraw or fail to renew its license or an applicant may withdraw its application.

(g) Whenever the department initiates an administrative action against a current licensee or an applicant, the department may pursue such action to its conclusion despite the fact that a licensee may withdraw or fail to renew its license or an applicant may withdraw its application.

(h) The suspension or revocation of a license under this Code section does not alter, ameliorate, or void a licensee's duties or liabilities under any existing contract entered into by the licensee prior to such suspension or revocation.

(h) The suspension or revocation of a license under this Code section does not alter, ameliorate, or void a licensee's duties or liabilities under any existing contract entered into by the licensee prior to such suspension or revocation.

(i) The provisions of this Code section shall not apply when an application for a license is denied or a license is suspended as provided in Code Section 7-1-693 .

(i) The provisions of this Code section shall not apply when an application for a license is denied or a license is suspended as provided in Code Section 7-1-693 .
O.C.G.A. § 7-1-417 — GA Code / Title 7 / Chapter 1 / Section 7-1-417
Georgia Code Title 7. Banking and Finance § 7-1-417
Status: in_force

(a) A bank or trust company shall not deliver any share certificate until the share or shares represented thereby are fully paid. Each subscriber, upon payment in full for his shares, shall be entitled to a certificate or certificates certifying the number of shares owned by him in the bank or trust company.

(a) A bank or trust company shall not deliver any share certificate until the share or shares represented thereby are fully paid. Each subscriber, upon payment in full for his shares, shall be entitled to a certificate or certificates certifying the number of shares owned by him in the bank or trust company.

(b) Unless otherwise provided in the articles or the bylaws, the shares of a bank or trust company shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the bank or trust company and may be sealed with the seal of the bank or trust company or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the bank or trust company itself or any employee of the bank or trust company.

(b) Unless otherwise provided in the articles or the bylaws, the shares of a bank or trust company shall be represented by certificates signed by the president or a vice-president and the secretary or an assistant secretary of the bank or trust company and may be sealed with the seal of the bank or trust company or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the bank or trust company itself or any employee of the bank or trust company.

(c) Each certificate representing shares shall set forth upon the face thereof: (1) The name of the bank or trust company; (2) That the bank or trust company is organized under the laws of this state; (3) The name or names of the person or persons to whom issued; (4) The number and class of shares such certificate represents; (5) The par value of each share represented by such certificate; (6) If the shares represented thereby are nonvoting shares, a statement or notation to that effect; and (7) If the shares represented thereby are subordinate to shares of any other class with respect to dividends or amounts payable on liquidation, a brief statement to that effect.

(c) Each certificate representing shares shall set forth upon the face thereof:

(1) The name of the bank or trust company;

(1) The name of the bank or trust company;

(2) That the bank or trust company is organized under the laws of this state;

(2) That the bank or trust company is organized under the laws of this state;

(3) The name or names of the person or persons to whom issued;

(3) The name or names of the person or persons to whom issued;

(4) The number and class of shares such certificate represents;

(4) The number and class of shares such certificate represents;

(5) The par value of each share represented by such certificate;

(5) The par value of each share represented by such certificate;

(6) If the shares represented thereby are nonvoting shares, a statement or notation to that effect; and

(6) If the shares represented thereby are nonvoting shares, a statement or notation to that effect; and

(7) If the shares represented thereby are subordinate to shares of any other class with respect to dividends or amounts payable on liquidation, a brief statement to that effect.

(7) If the shares represented thereby are subordinate to shares of any other class with respect to dividends or amounts payable on liquidation, a brief statement to that effect.

(d) Each certificate representing shares issued by a bank or trust company which is authorized to issue shares of more than one class shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the bank or trust company will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued.

(d) Each certificate representing shares issued by a bank or trust company which is authorized to issue shares of more than one class shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the bank or trust company will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued.

(e) In the event of a change in the capital structure of a corporation, it shall not be necessary to recall any previously issued share certificate for either the addition or deletion of the statement required by paragraph (7) of subsection (c) of this Code section to be set forth upon the face of such certificate or for revision of the information placed upon the face or back of the certificate pursuant to subsection (d) of this Code section.

(e) In the event of a change in the capital structure of a corporation, it shall not be necessary to recall any previously issued share certificate for either the addition or deletion of the statement required by paragraph (7) of subsection (c) of this Code section to be set forth upon the face of such certificate or for revision of the information placed upon the face or back of the certificate pursuant to subsection (d) of this Code section.

(f) The signatures of the officers of a bank or trust company and the seal of the bank or trust company upon any bond, debenture, or other debt security issued by the bank or trust company may be facsimiles if the instrument is authenticated or countersigned by a trustee or transfer agent, or registered by a registrar, other than the bank or trust company itself or any employee of the bank or trust company.

(f) The signatures of the officers of a bank or trust company and the seal of the bank or trust company upon any bond, debenture, or other debt security issued by the bank or trust company may be facsimiles if the instrument is authenticated or countersigned by a trustee or transfer agent, or registered by a registrar, other than the bank or trust company itself or any employee of the bank or trust company.

(g) In case any officer who has signed or whose facsimile signature has been placed upon a share certificate or upon a bond, debenture, or other debt security as provided in this Code section shall have ceased for any reason to be such officer before such certificate or instrument is issued, it may be issued by the bank or trust company with the same effect as if he were such officer at the date of its issue.

(g) In case any officer who has signed or whose facsimile signature has been placed upon a share certificate or upon a bond, debenture, or other debt security as provided in this Code section shall have ceased for any reason to be such officer before such certificate or instrument is issued, it may be issued by the bank or trust company with the same effect as if he were such officer at the date of its issue.

(h) Nothing in this Code section shall be construed to invalidate any share certificate validly issued and outstanding on April 1, 1975.

(h) Nothing in this Code section shall be construed to invalidate any share certificate validly issued and outstanding on April 1, 1975.
O.C.G.A. § 7-1-530 — GA Code / Title 7 / Chapter 1 / Section 7-1-530
Georgia Code Title 7. Banking and Finance § 7-1-530
Status: in_force

(a) Upon compliance with the requirements of this part and other applicable laws and regulations, including any branching and minimum age laws and regulations, banks or trust companies may merge or consolidate, provided that a trust company may merge or consolidate with a bank that is authorized to exercise trust powers so long as the resulting institution is a bank. Upon compliance with the requirements of this part and other applicable laws and regulations, including any branching and minimum age laws and regulations, a corporation other than a bank or trust company may acquire all of the outstanding shares of one or more classes or series of one or more banks or trust companies through a share exchange.

(a) Upon compliance with the requirements of this part and other applicable laws and regulations, including any branching and minimum age laws and regulations, banks or trust companies may merge or consolidate, provided that a trust company may merge or consolidate with a bank that is authorized to exercise trust powers so long as the resulting institution is a bank. Upon compliance with the requirements of this part and other applicable laws and regulations, including any branching and minimum age laws and regulations, a corporation other than a bank or trust company may acquire all of the outstanding shares of one or more classes or series of one or more banks or trust companies through a share exchange.

(b) A corporation or limited liability company other than a bank or trust company may be merged into or consolidated with, or may enter into a share exchange with, a bank or trust company, provided that: (1) The resulting institution of the merger or consolidation is a bank or trust company; (2) The resulting institution of the merger or consolidation, or the acquired bank or trust company in a share exchange, holds only assets and liabilities and is engaged only in activities which may be held or engaged in by a bank or trust company; and (3) The merger, share exchange, or consolidation is not otherwise unlawful.

(b) A corporation or limited liability company other than a bank or trust company may be merged into or consolidated with, or may enter into a share exchange with, a bank or trust company, provided that:

(1) The resulting institution of the merger or consolidation is a bank or trust company;

(1) The resulting institution of the merger or consolidation is a bank or trust company;

(2) The resulting institution of the merger or consolidation, or the acquired bank or trust company in a share exchange, holds only assets and liabilities and is engaged only in activities which may be held or engaged in by a bank or trust company; and

(2) The resulting institution of the merger or consolidation, or the acquired bank or trust company in a share exchange, holds only assets and liabilities and is engaged only in activities which may be held or engaged in by a bank or trust company; and

(3) The merger, share exchange, or consolidation is not otherwise unlawful.

(3) The merger, share exchange, or consolidation is not otherwise unlawful.

(c) A merger, share exchange, or consolidation pursuant to subsection (b) of this Code section shall be made by compliance with the requirements of this part. Title 14 shall not be applicable to such a merger, share exchange, or consolidation.

(c) A merger, share exchange, or consolidation pursuant to subsection (b) of this Code section shall be made by compliance with the requirements of this part. Title 14 shall not be applicable to such a merger, share exchange, or consolidation.

(d) A merger, share exchange, or consolidation across state lines shall also be subject to the provisions of Part 20 of this article.

(d) A merger, share exchange, or consolidation across state lines shall also be subject to the provisions of Part 20 of this article.

(e) In the case of a merger of a Georgia state bank with any other bank or banks, with the Georgia bank as the resulting bank, any assets, lines of business, activities, or powers which may accrue to the resulting bank which would not be allowed for a Georgia state bank shall be provided for in the plan of merger. Such plan shall include the proposal for holding or disposal of such assets or the continuation or termination of such line of business, activity, or power. The department shall review the plan to determine whether, in the interest of safety and soundness and consistent with the other objectives of Code Section 7-1-3 , the activity, power, asset, or line of business should be approved, denied, or phased out within a reasonable period of time, to be determined by the department.

(e) In the case of a merger of a Georgia state bank with any other bank or banks, with the Georgia bank as the resulting bank, any assets, lines of business, activities, or powers which may accrue to the resulting bank which would not be allowed for a Georgia state bank shall be provided for in the plan of merger. Such plan shall include the proposal for holding or disposal of such assets or the continuation or termination of such line of business, activity, or power. The department shall review the plan to determine whether, in the interest of safety and soundness and consistent with the other objectives of Code Section 7-1-3 , the activity, power, asset, or line of business should be approved, denied, or phased out within a reasonable period of time, to be determined by the department.

(f) As used in this part, the term: (1) “ Bank ” includes a national bank or trust company with its main office in this state if such national bank or trust company is merging with a Georgia state bank or trust company. (2) “ Share exchange ” means a plan of exchange of all of the outstanding shares of one or more classes or series of shares in accordance with this part.

(f) As used in this part, the term:

(1) “ Bank ” includes a national bank or trust company with its main office in this state if such national bank or trust company is merging with a Georgia state bank or trust company.

(1) “ Bank ” includes a national bank or trust company with its main office in this state if such national bank or trust company is merging with a Georgia state bank or trust company.

(2) “ Share exchange ” means a plan of exchange of all of the outstanding shares of one or more classes or series of shares in accordance with this part.

(2) “ Share exchange ” means a plan of exchange of all of the outstanding shares of one or more classes or series of shares in accordance with this part.

(g) Subject to the provisions of this part, this Code section does not limit the power of a corporation or limited liability company other than a bank or trust company to acquire all or part of the shares of one or more classes or series of a bank or trust company through a voluntary exchange of shares or otherwise.

(g) Subject to the provisions of this part, this Code section does not limit the power of a corporation or limited liability company other than a bank or trust company to acquire all or part of the shares of one or more classes or series of a bank or trust company through a voluntary exchange of shares or otherwise.
O.C.G.A. § 7-1-643 — GA Code / Title 7 / Chapter 1 / Section 7-1-643
Georgia Code Title 7. Banking and Finance § 7-1-643
Status: in_force

(a) Whenever any court, upon the initiation of the department or other person entitled by law to institute such proceedings, determines that a conservator should be appointed, for any reason whatsoever, it shall appoint the department as conservator. Except as provided in subsection (c) of this Code section, such court shall appoint only the department as conservator of a credit union.

(a) Whenever any court, upon the initiation of the department or other person entitled by law to institute such proceedings, determines that a conservator should be appointed, for any reason whatsoever, it shall appoint the department as conservator. Except as provided in subsection (c) of this Code section, such court shall appoint only the department as conservator of a credit union.

(b) When appointed conservator by a court, the department shall serve in the same manner and with the same limitations and shall have the same rights, powers, and duties as if it were to become conservator without appointment by a court pursuant to Code Section 7-1-640 . No court shall impose upon the department as conservator any duties or restrictions in conflict with this chapter.

(b) When appointed conservator by a court, the department shall serve in the same manner and with the same limitations and shall have the same rights, powers, and duties as if it were to become conservator without appointment by a court pursuant to Code Section 7-1-640 . No court shall impose upon the department as conservator any duties or restrictions in conflict with this chapter.

(c)(1) In any proceeding for the appointment of a conservator of a credit union whose shares are insured by a public body of the United States, the court may, upon the recommendation of the department, whether or not the department is a party, appoint such public body as conservator. (2) If a public body accepts the appointment, it shall have all the rights, powers, and duties of the department as conservator under this chapter and all the rights, powers, and duties as conferred by other applicable law. (3) The posting of a bond shall not be required when a public body acts as conservator.

(c)(1) In any proceeding for the appointment of a conservator of a credit union whose shares are insured by a public body of the United States, the court may, upon the recommendation of the department, whether or not the department is a party, appoint such public body as conservator.

(c)(1) In any proceeding for the appointment of a conservator of a credit union whose shares are insured by a public body of the United States, the court may, upon the recommendation of the department, whether or not the department is a party, appoint such public body as conservator.

(2) If a public body accepts the appointment, it shall have all the rights, powers, and duties of the department as conservator under this chapter and all the rights, powers, and duties as conferred by other applicable law.

(2) If a public body accepts the appointment, it shall have all the rights, powers, and duties of the department as conservator under this chapter and all the rights, powers, and duties as conferred by other applicable law.

(3) The posting of a bond shall not be required when a public body acts as conservator.

(3) The posting of a bond shall not be required when a public body acts as conservator.
O.C.G.A. § 7-9-2 — GA Code / Title 7 / Chapter 9 / Section 7-9-2
Georgia Code Title 7. Banking and Finance § 7-9-2
Status: in_force

As used in this chapter, the term:

(1) “ Commissioner ” means the commissioner of banking and finance.

(1) “ Commissioner ” means the commissioner of banking and finance.

(1.1) “ Control person ” means any individual who directs the affairs or controls or establishes policy for a merchant acquirer limited purpose bank.

(1.1) “ Control person ” means any individual who directs the affairs or controls or establishes policy for a merchant acquirer limited purpose bank.

(2) “ Corporation ” means a corporation organized under the laws of this state, the United States, or any other state, territory, or dependency of the United States or under the laws of a foreign country.

(2) “ Corporation ” means a corporation organized under the laws of this state, the United States, or any other state, territory, or dependency of the United States or under the laws of a foreign country.

(3) “ Department ” means the Department of Banking and Finance.

(3) “ Department ” means the Department of Banking and Finance.

(4) “ Eligible organization ” means a corporation that at all times maintains an office in the State of Georgia at which it or its parent, affiliates, or subsidiaries employ at least 250 persons residing in this state who are directly or indirectly engaged in merchant acquiring activities or settlement activities, including providing the following services related to merchant acquiring activities or settlement activities, either for the eligible organization or on behalf of others: (A) Administrative support; (B) Information technology support; (C) Financial support; and (D) Tax and finance support.

(4) “ Eligible organization ” means a corporation that at all times maintains an office in the State of Georgia at which it or its parent, affiliates, or subsidiaries employ at least 250 persons residing in this state who are directly or indirectly engaged in merchant acquiring activities or settlement activities, including providing the following services related to merchant acquiring activities or settlement activities, either for the eligible organization or on behalf of others:

(A) Administrative support;

(A) Administrative support;

(B) Information technology support;

(B) Information technology support;

(C) Financial support; and

(C) Financial support; and

(D) Tax and finance support.

(D) Tax and finance support.

(5) “ Holding company ” means any company that controls a merchant acquirer limited purpose bank. For purposes of this paragraph, the terms “company” and “control” shall have the meanings set forth in Code Section 7-1-605 .

(5) “ Holding company ” means any company that controls a merchant acquirer limited purpose bank. For purposes of this paragraph, the terms “company” and “control” shall have the meanings set forth in Code Section 7-1-605 .

(6) “ Merchant ” means an individual or entity authorized by a payment card network to accept payments in exchange for goods or services.

(6) “ Merchant ” means an individual or entity authorized by a payment card network to accept payments in exchange for goods or services.

(7) “ Merchant acquirer limited purpose bank ” means a corporation organized under this chapter and the activities of which are limited to those permitted under Code Section 7-9-12 .

(7) “ Merchant acquirer limited purpose bank ” means a corporation organized under this chapter and the activities of which are limited to those permitted under Code Section 7-9-12 .

(8) “ Merchant acquiring activities ” means the various activities associated with effecting transactions within payment card networks, including obtaining and maintaining membership in one or more payment card networks; signing up and underwriting merchants to accept payment card network branded payment cards; providing the means to authorize valid card transactions at client merchant locations; facilitating the clearing and settlement of the transactions through a payment card network; providing access to one or more payment card networks to merchant acquirer limited purpose bank affiliates, customers, or customers of its affiliates; sponsoring the participation of merchant acquirer limited purpose bank affiliates, customers, or customers of its affiliates in one or more payment card networks; and conducting such other activities as may be necessary, convenient, or incidental to effecting transactions within payment card networks.

(8) “ Merchant acquiring activities ” means the various activities associated with effecting transactions within payment card networks, including obtaining and maintaining membership in one or more payment card networks; signing up and underwriting merchants to accept payment card network branded payment cards; providing the means to authorize valid card transactions at client merchant locations; facilitating the clearing and settlement of the transactions through a payment card network; providing access to one or more payment card networks to merchant acquirer limited purpose bank affiliates, customers, or customers of its affiliates; sponsoring the participation of merchant acquirer limited purpose bank affiliates, customers, or customers of its affiliates in one or more payment card networks; and conducting such other activities as may be necessary, convenient, or incidental to effecting transactions within payment card networks.

(8.1) “ Merchant funds ” means funds received by a merchant acquirer limited purpose bank as a result of its performance of clearing, settlement, or any other authorized activities which are ultimately payable to a merchant.

(8.1) “ Merchant funds ” means funds received by a merchant acquirer limited purpose bank as a result of its performance of clearing, settlement, or any other authorized activities which are ultimately payable to a merchant.

(9) “ Payment card network ” means any organization, group, system, or other collection of individuals or entities that is organized to allow participants to accept or make payments for goods or services using a credit card, debit card, or any other payment device.

(9) “ Payment card network ” means any organization, group, system, or other collection of individuals or entities that is organized to allow participants to accept or make payments for goods or services using a credit card, debit card, or any other payment device.

(10) “ Self-acquiring activities ” means the act of a merchant, for itself or through an affiliated entity, engaging in merchant acquiring or settlement activities on its own behalf for payments it, or its affiliated entity, receives for goods and services it, or its affiliated entity, provides to consumers.

(10) “ Self-acquiring activities ” means the act of a merchant, for itself or through an affiliated entity, engaging in merchant acquiring or settlement activities on its own behalf for payments it, or its affiliated entity, receives for goods and services it, or its affiliated entity, provides to consumers.

(11) “ Settlement activities ” means the processing of payment card transactions to send to a payment card network for processing, to make payments to a merchant, and, ultimately, for cardholder billing.

(11) “ Settlement activities ” means the processing of payment card transactions to send to a payment card network for processing, to make payments to a merchant, and, ultimately, for cardholder billing.
O.C.G.A. § 7-1-371 — GA Code / Title 7 / Chapter 1 / Section 7-1-371
Georgia Code Title 7. Banking and Finance § 7-1-371
Status: in_force

(a) For the purposes of the reserve requirement imposed by subsection (c) of this Code section and the composition of the required reserve fund under subsection (d) of this Code section, the term: (1) “ Demand deposits ” means the aggregate of deposits which can be required to be paid on demand or within less than 30 days after demand; (2) “ Reserve agent ” means a depository of a financial institution selected as provided in Code Section 7-1-370 for the deposit of funds included in the required reserve fund.

(a) For the purposes of the reserve requirement imposed by subsection (c) of this Code section and the composition of the required reserve fund under subsection (d) of this Code section, the term:

(1) “ Demand deposits ” means the aggregate of deposits which can be required to be paid on demand or within less than 30 days after demand;

(1) “ Demand deposits ” means the aggregate of deposits which can be required to be paid on demand or within less than 30 days after demand;

(2) “ Reserve agent ” means a depository of a financial institution selected as provided in Code Section 7-1-370 for the deposit of funds included in the required reserve fund.

(2) “ Reserve agent ” means a depository of a financial institution selected as provided in Code Section 7-1-370 for the deposit of funds included in the required reserve fund.

(b) A financial institution which is governed by 12 C.F.R. 204 shall maintain, at all times, a reserve fund in accordance with the applicable federal requirements.

(b) A financial institution which is governed by 12 C.F.R. 204 shall maintain, at all times, a reserve fund in accordance with the applicable federal requirements.

(c) A financial institution which is not governed by 12 C.F.R. 204 shall maintain, at all times, a reserve fund in an amount fixed by regulation of the department, but in no case shall such reserve be required in excess of the aggregate of 15 percent of demand deposits and 5 percent of other deposits. The amount of the required reserve for each day shall be computed on the basis of average daily deposits covering such biweekly or shorter periods as shall be fixed by regulation of the department.

(c) A financial institution which is not governed by 12 C.F.R. 204 shall maintain, at all times, a reserve fund in an amount fixed by regulation of the department, but in no case shall such reserve be required in excess of the aggregate of 15 percent of demand deposits and 5 percent of other deposits.

The amount of the required reserve for each day shall be computed on the basis of average daily deposits covering such biweekly or shorter periods as shall be fixed by regulation of the department.

(d) In the case of a financial institution which is not governed by 12 C.F.R. 204 , such portion of the reserve fund against deposits as shall be fixed by regulation of the department shall consist of United States coin and currency on hand or on deposit, subject to call without notice, in a reserve agent. The balance of such reserve fund shall be kept in obligations of: (1) General obligations of the United States or of a subsidiary corporation of the United States government fully guaranteed by such government, or to obligations issued by the Federal Land Bank, Federal Home Loan Banks, Federal Intermediate Credit Bank, Bank for Cooperatives, Federal Farm Credit Banks regulated by the Farm Credit Administration, Federal Home Loan Mortgage Corporation, or Federal National Mortgage Association; (2) Obligations of the State of Georgia or any instrumentality of this state; or (3) Other issuers whose obligations are marketable and approved by regulation of the department for the purpose of this Code section.

(d) In the case of a financial institution which is not governed by 12 C.F.R. 204 , such portion of the reserve fund against deposits as shall be fixed by regulation of the department shall consist of United States coin and currency on hand or on deposit, subject to call without notice, in a reserve agent. The balance of such reserve fund shall be kept in obligations of:

(1) General obligations of the United States or of a subsidiary corporation of the United States government fully guaranteed by such government, or to obligations issued by the Federal Land Bank, Federal Home Loan Banks, Federal Intermediate Credit Bank, Bank for Cooperatives, Federal Farm Credit Banks regulated by the Farm Credit Administration, Federal Home Loan Mortgage Corporation, or Federal National Mortgage Association;

(1) General obligations of the United States or of a subsidiary corporation of the United States government fully guaranteed by such government, or to obligations issued by the Federal Land Bank, Federal Home Loan Banks, Federal Intermediate Credit Bank, Bank for Cooperatives, Federal Farm Credit Banks regulated by the Farm Credit Administration, Federal Home Loan Mortgage Corporation, or Federal National Mortgage Association;

(2) Obligations of the State of Georgia or any instrumentality of this state; or

(2) Obligations of the State of Georgia or any instrumentality of this state; or

(3) Other issuers whose obligations are marketable and approved by regulation of the department for the purpose of this Code section.

(3) Other issuers whose obligations are marketable and approved by regulation of the department for the purpose of this Code section.

(e) All assets which are part of the reserve fund required by this Code section shall be owned absolutely by the financial institution and shall not be pledged, assigned, or hypothecated in any manner or subject to setoff. The value of all securities which constitute a part of a financial institution's reserve fund shall be computed at the current market value thereof.

(e) All assets which are part of the reserve fund required by this Code section shall be owned absolutely by the financial institution and shall not be pledged, assigned, or hypothecated in any manner or subject to setoff. The value of all securities which constitute a part of a financial institution's reserve fund shall be computed at the current market value thereof.

(f) A financial institution shall give written notice to the department, in the manner prescribed by the department for such notice, of any deficiency in the amount or form of the reserve fund required by this Code section within three business days after the close of any scheduled averaging period during which such deficiency occurs.

(f) A financial institution shall give written notice to the department, in the manner prescribed by the department for such notice, of any deficiency in the amount or form of the reserve fund required by this Code section within three business days after the close of any scheduled averaging period during which such deficiency occurs.

(g) Immediately following the closing of any scheduled averaging period during which a deficiency in the required reserve occurs, the financial institution will take immediate action to restore the deficiency; and, until such deficiency is restored, the financial institution shall not make any new loans or discounts other than by discounting or purchasing bills of exchange at sight; nor shall any dividend be declared out of the profits of such financial institution. Any financial institution failing to restore its reserve to the required amount within 30 days after the closing of the averaging period in which the deficiency occurs may have its business and assets taken over by the department as provided in Part 7 of Article 1 of this chapter.

(g) Immediately following the closing of any scheduled averaging period during which a deficiency in the required reserve occurs, the financial institution will take immediate action to restore the deficiency; and, until such deficiency is restored, the financial institution shall not make any new loans or discounts other than by discounting or purchasing bills of exchange at sight; nor shall any dividend be declared out of the profits of such financial institution. Any financial institution failing to restore its reserve to the required amount within 30 days after the closing of the averaging period in which the deficiency occurs may have its business and assets taken over by the department as provided in Part 7 of Article 1 of this chapter.
O.C.G.A. § 7-9-10 — GA Code / Title 7 / Chapter 9 / Section 7-9-10
Georgia Code Title 7. Banking and Finance § 7-9-10
Status: in_force

The applicant who charters a merchant acquirer limited purpose bank which transacts business before its capital stock have been paid in as required under this chapter shall be jointly and severally liable to creditors for the amounts not paid in by subscribers or any other deficiencies. Such liability shall be deemed an asset of the merchant acquirer limited purpose bank and may be enforced by it, its successors or assignees, by a shareholder suing derivatively, or by a receiver appointed by the department.
O.C.G.A. § 7-1-358 — GA Code / Title 7 / Chapter 1 / Section 7-1-358
Georgia Code Title 7. Banking and Finance § 7-1-358
Status: in_force

In accordance with and subject to the limitation of such regulations as the department may prescribe, a bank may, from time to time, charge a dormant account a reasonable service charge.
O.C.G.A. § 7-1-1120 — GA Code / Title 7 / Chapter 1 / Section 7-1-1120
Georgia Code Title 7. Banking and Finance § 7-1-1120
Status: in_force

Each foreign bank licensed to establish and maintain a Georgia state branch or Georgia state agency in this state shall keep the assets of its business in this state separate and apart from the assets of its business outside this state.
O.C.G.A. § 7-1-154 — GA Code / Title 7 / Chapter 1 / Section 7-1-154
Georgia Code Title 7. Banking and Finance § 7-1-154
Status: in_force

The department shall immediately after taking possession file with the principal court a certificate to be known as the certificate of possession, setting forth the facts on the basis of which it has taken possession. The certificate shall state the name of the deputy receiver, if any, whom the department, pursuant to this chapter, appoints to take charge of the affairs of the financial institution, together with the duties of such deputy receiver. If the department does not appoint a deputy receiver prior to the date of the filing of the certificate of possession or if it appoints a new deputy receiver or an additional one or if it adds to the duties of the deputy receiver, it shall file a supplement to the certificate of possession setting forth such acts. The certificate of possession and any supplement thereto shall be listed in the judgment index in the name of the financial institution as defendant and of the department as plaintiff.
O.C.G.A. § 7-4-3 — GA Code / Title 7 / Chapter 4 / Section 7-4-3
Georgia Code Title 7. Banking and Finance § 7-4-3
Status: in_force

(a) Notwithstanding the provisions of subsections (a) through (c) of Code Section 10-1-33 , any retail installment contract pertaining to: (1) Any manufactured home with a cash sale price of more than $3,000.00; or (2) Any motor vehicle where the amount financed is $5,000.00 or more may provide for such finance charge as the parties may agree in writing.

(a) Notwithstanding the provisions of subsections (a) through (c) of Code Section 10-1-33 , any retail installment contract pertaining to:

(1) Any manufactured home with a cash sale price of more than $3,000.00; or

(1) Any manufactured home with a cash sale price of more than $3,000.00; or

(2) Any motor vehicle where the amount financed is $5,000.00 or more

(2) Any motor vehicle where the amount financed is $5,000.00 or more

may provide for such finance charge as the parties may agree in writing.

(b)(1) Any retail installment contract pertaining to a manufactured home or any consumer loan secured by such a home shall contain the contract provisions required by subsection (c) of Section 501 of the Depository Institutions Deregulation and Monetary Control Act of 1980, Public Law 96-221 ( 12 U.S.C. Section 1735f-7 , notes). (2) Any person violating this subsection shall be subject to the liability specified in Code Section 7-4-5 ; but the contract or loan shall still be entitled to the benefits of the other provisions of Code Section 7-4-2 .

(b)(1) Any retail installment contract pertaining to a manufactured home or any consumer loan secured by such a home shall contain the contract provisions required by subsection (c) of Section 501 of the Depository Institutions Deregulation and Monetary Control Act of 1980, Public Law 96-221 ( 12 U.S.C. Section 1735f-7 , notes).

(b)(1) Any retail installment contract pertaining to a manufactured home or any consumer loan secured by such a home shall contain the contract provisions required by subsection (c) of Section 501 of the Depository Institutions Deregulation and Monetary Control Act of 1980, Public Law 96-221 ( 12 U.S.C. Section 1735f-7 , notes).

(2) Any person violating this subsection shall be subject to the liability specified in Code Section 7-4-5 ; but the contract or loan shall still be entitled to the benefits of the other provisions of Code Section 7-4-2 .

(2) Any person violating this subsection shall be subject to the liability specified in Code Section 7-4-5 ; but the contract or loan shall still be entitled to the benefits of the other provisions of Code Section 7-4-2 .

(c) As used in this Code section, the term: (1) “Finance charge” means the amount agreed upon between the buyer and the seller to be added to the cash sale price and, if a separate charge is made therefor, the amount, if any, included for insurance and other benefits and official fees, in determining the time sale price. (2) “Manufactured home” means a structure, transportable in one or more sections, which, in the traveling mode, is eight body feet or more in width, or 40 body feet or more in length, or, when erected on site, is 320 or more square feet and which is built on a permanent chassis and designed to be used as a dwelling with or without a permanent foundation when connected to the required utilities and includes the plumbing, heating, air-conditioning, and electrical systems contained therein; except that such term shall include any structure which meets all the requirements of this paragraph except the size requirements and with respect to which the manufacturer voluntarily files a certification required by the secretary of Housing and Urban Development and complies with the standards established under The National Mobile Home Construction and Safety Standards Act of 1974, 42 U.S.C. Section 5401, et seq. (3) “Retail installment contract” or “contract” means an instrument or instruments creating a purchase money security interest or any instrument evidencing an obligation secured by a purchase money security interest.

(c) As used in this Code section, the term:

(1) “Finance charge” means the amount agreed upon between the buyer and the seller to be added to the cash sale price and, if a separate charge is made therefor, the amount, if any, included for insurance and other benefits and official fees, in determining the time sale price.

(1) “Finance charge” means the amount agreed upon between the buyer and the seller to be added to the cash sale price and, if a separate charge is made therefor, the amount, if any, included for insurance and other benefits and official fees, in determining the time sale price.

(2) “Manufactured home” means a structure, transportable in one or more sections, which, in the traveling mode, is eight body feet or more in width, or 40 body feet or more in length, or, when erected on site, is 320 or more square feet and which is built on a permanent chassis and designed to be used as a dwelling with or without a permanent foundation when connected to the required utilities and includes the plumbing, heating, air-conditioning, and electrical systems contained therein; except that such term shall include any structure which meets all the requirements of this paragraph except the size requirements and with respect to which the manufacturer voluntarily files a certification required by the secretary of Housing and Urban Development and complies with the standards established under The National Mobile Home Construction and Safety Standards Act of 1974, 42 U.S.C. Section 5401, et seq.

(2) “Manufactured home” means a structure, transportable in one or more sections, which, in the traveling mode, is eight body feet or more in width, or 40 body feet or more in length, or, when erected on site, is 320 or more square feet and which is built on a permanent chassis and designed to be used as a dwelling with or without a permanent foundation when connected to the required utilities and includes the plumbing, heating, air-conditioning, and electrical systems contained therein; except that such term shall include any structure which meets all the requirements of this paragraph except the size requirements and with respect to which the manufacturer voluntarily files a certification required by the secretary of Housing and Urban Development and complies with the standards established under The National Mobile Home Construction and Safety Standards Act of 1974, 42 U.S.C. Section 5401, et seq.

(3) “Retail installment contract” or “contract” means an instrument or instruments creating a purchase money security interest or any instrument evidencing an obligation secured by a purchase money security interest.

(3) “Retail installment contract” or “contract” means an instrument or instruments creating a purchase money security interest or any instrument evidencing an obligation secured by a purchase money security interest.
O.C.G.A. § 7-1-817 — GA Code / Title 7 / Chapter 1 / Section 7-1-817
Georgia Code Title 7. Banking and Finance § 7-1-817
Status: in_force

Any sums in a joint account may be paid, on request, to any party without regard to whether any other party is incapacitated or deceased at the time the payment is demanded; but payment may not be made to the personal representative or heirs of a deceased party unless proof of death is presented to the financial institution showing that the decedent was the last surviving party or unless there is no right of survivorship under Code Section 7-1-813 .
O.C.G.A. § 7-1-669 — GA Code / Title 7 / Chapter 1 / Section 7-1-669
Georgia Code Title 7. Banking and Finance § 7-1-669
Status: in_force

(a) As used in this Code section, the term “corporate credit union” means a credit union which is organized to serve a field of membership which consists primarily of other credit unions operating pursuant to this chapter, any other state credit union law, or the Federal Credit Union Act. A corporate credit union may be organized and operated under this chapter and subject to all provisions of this chapter which are not inconsistent with this Code section.

(a) As used in this Code section, the term “corporate credit union” means a credit union which is organized to serve a field of membership which consists primarily of other credit unions operating pursuant to this chapter, any other state credit union law, or the Federal Credit Union Act. A corporate credit union may be organized and operated under this chapter and subject to all provisions of this chapter which are not inconsistent with this Code section.

(b) The field of membership of a corporate credit union shall include credit unions organized and operating under this chapter, any other state credit union law, or under the Federal Credit Union Act. In addition, the field of membership may include: (1) Members of credit unions which are members of the corporate credit union; (2) Officials and employees of any organization or association of credit unions and of the corporate credit union; (3) Except as limited in Article 1 of this chapter, employees of the department or of the National Credit Union Administration; (4) Organizations and associations of persons or credit unions included in the foregoing; (5) Persons who are: (A) Members of a credit union that has entered into voluntary or involuntary dissolution; or (B) Indebted to a credit union which has entered into voluntary or involuntary dissolution; or (C) Nonmember depositors of a credit union which has entered into voluntary or involuntary dissolution; and (6) Groups within a common bond which are determined by the commissioner to lack the potential membership required for approval of their own credit union.

(b) The field of membership of a corporate credit union shall include credit unions organized and operating under this chapter, any other state credit union law, or under the Federal Credit Union Act. In addition, the field of membership may include:

(1) Members of credit unions which are members of the corporate credit union;

(1) Members of credit unions which are members of the corporate credit union;

(2) Officials and employees of any organization or association of credit unions and of the corporate credit union;

(2) Officials and employees of any organization or association of credit unions and of the corporate credit union;

(3) Except as limited in Article 1 of this chapter, employees of the department or of the National Credit Union Administration;

(3) Except as limited in Article 1 of this chapter, employees of the department or of the National Credit Union Administration;

(4) Organizations and associations of persons or credit unions included in the foregoing;

(4) Organizations and associations of persons or credit unions included in the foregoing;

(5) Persons who are: (A) Members of a credit union that has entered into voluntary or involuntary dissolution; or (B) Indebted to a credit union which has entered into voluntary or involuntary dissolution; or (C) Nonmember depositors of a credit union which has entered into voluntary or involuntary dissolution; and

(5) Persons who are:

(A) Members of a credit union that has entered into voluntary or involuntary dissolution; or

(A) Members of a credit union that has entered into voluntary or involuntary dissolution; or

(B) Indebted to a credit union which has entered into voluntary or involuntary dissolution; or

(B) Indebted to a credit union which has entered into voluntary or involuntary dissolution; or

(C) Nonmember depositors of a credit union which has entered into voluntary or involuntary dissolution; and

(C) Nonmember depositors of a credit union which has entered into voluntary or involuntary dissolution; and

(6) Groups within a common bond which are determined by the commissioner to lack the potential membership required for approval of their own credit union.

(6) Groups within a common bond which are determined by the commissioner to lack the potential membership required for approval of their own credit union.

(c) The corporate credit union may make loans to individuals who are members pursuant to paragraph (1) of subsection (b) of this Code section only upon approval of the credit committee of the member credit union of which the individual is a member and to individuals who are members pursuant to paragraph (3) of subsection (b) of this Code section only upon reporting such loan to the appropriate supervisory authority.

(c) The corporate credit union may make loans to individuals who are members pursuant to paragraph (1) of subsection (b) of this Code section only upon approval of the credit committee of the member credit union of which the individual is a member and to individuals who are members pursuant to paragraph (3) of subsection (b) of this Code section only upon reporting such loan to the appropriate supervisory authority.

(d) The commissioner may, in his or her discretion, approve greater borrowings than provided in this chapter when required to enable the credit union to meet its obligations to its members and otherwise assist its members during any emergency or hardship.

(d) The commissioner may, in his or her discretion, approve greater borrowings than provided in this chapter when required to enable the credit union to meet its obligations to its members and otherwise assist its members during any emergency or hardship.

(e) A corporate credit union may: (1) Make loans to other credit unions, but loans to any one credit union shall not exceed: (A) For unsecured loans and lines of credit, excluding pass-through and guaranteed loans from the Central Liquidity Facility and the National Credit Union Share Insurance Fund, more than 50 percent of its net worth; or (B) For secured loans and lines of credit, excluding those secured by shares or marketable securities and member reverse repurchase transactions, more than 100 percent of its net worth. The department may utilize definitions found in the National Credit Union Administration rules and regulations in interpreting this subsection; (2) Make loans to other members as specified in Code Section 7-1-658 ; (3) Purchase shares of and make deposits in other credit unions; (4) Obtain or acquire the assets and liabilities of any credit union which enters into liquidation; (5) Invest in and grant loans to associations of credit unions and to organizations chartered to provide service to credit unions; and (6) Borrow money and accept deposits from any source.

(e) A corporate credit union may:

(1) Make loans to other credit unions, but loans to any one credit union shall not exceed: (A) For unsecured loans and lines of credit, excluding pass-through and guaranteed loans from the Central Liquidity Facility and the National Credit Union Share Insurance Fund, more than 50 percent of its net worth; or (B) For secured loans and lines of credit, excluding those secured by shares or marketable securities and member reverse repurchase transactions, more than 100 percent of its net worth.

(1) Make loans to other credit unions, but loans to any one credit union shall not exceed:

(A) For unsecured loans and lines of credit, excluding pass-through and guaranteed loans from the Central Liquidity Facility and the National Credit Union Share Insurance Fund, more than 50 percent of its net worth; or

(A) For unsecured loans and lines of credit, excluding pass-through and guaranteed loans from the Central Liquidity Facility and the National Credit Union Share Insurance Fund, more than 50 percent of its net worth; or

(B) For secured loans and lines of credit, excluding those secured by shares or marketable securities and member reverse repurchase transactions, more than 100 percent of its net worth.

(B) For secured loans and lines of credit, excluding those secured by shares or marketable securities and member reverse repurchase transactions, more than 100 percent of its net worth.

The department may utilize definitions found in the National Credit Union Administration rules and regulations in interpreting this subsection;

(2) Make loans to other members as specified in Code Section 7-1-658 ;

(2) Make loans to other members as specified in Code Section 7-1-658 ;

(3) Purchase shares of and make deposits in other credit unions;

(3) Purchase shares of and make deposits in other credit unions;

(4) Obtain or acquire the assets and liabilities of any credit union which enters into liquidation;

(4) Obtain or acquire the assets and liabilities of any credit union which enters into liquidation;

(5) Invest in and grant loans to associations of credit unions and to organizations chartered to provide service to credit unions; and

(5) Invest in and grant loans to associations of credit unions and to organizations chartered to provide service to credit unions; and

(6) Borrow money and accept deposits from any source.

(6) Borrow money and accept deposits from any source.

(f) The commissioner may issue such special regulations as he or she may deem prudent or necessary to allow a corporate credit union to promote effectively the liquidity and sound financial management of its member credit unions without unduly endangering its own liquidity and sound financial condition. Such special regulations need not be applicable to all credit unions but may be applicable only to the corporate credit union. The corporate credit union shall maintain adequate allowances for credit losses in accordance with generally accepted accounting principles and such other reserves as may be required by the rules and regulations of the department.

(f) The commissioner may issue such special regulations as he or she may deem prudent or necessary to allow a corporate credit union to promote effectively the liquidity and sound financial management of its member credit unions without unduly endangering its own liquidity and sound financial condition. Such special regulations need not be applicable to all credit unions but may be applicable only to the corporate credit union. The corporate credit union shall maintain adequate allowances for credit losses in accordance with generally accepted accounting principles and such other reserves as may be required by the rules and regulations of the department.

(g) A corporate credit union shall have all the rights and powers of any other credit union organized under this chapter and the additional rights and powers specified in this Code section.

(g) A corporate credit union shall have all the rights and powers of any other credit union organized under this chapter and the additional rights and powers specified in this Code section.
O.C.G.A. § 7-4-8 — GA Code / Title 7 / Chapter 4 / Section 7-4-8
Georgia Code Title 7. Banking and Finance § 7-4-8
Status: in_force

Except as the application of this Code section is modified by Code Section 7-3-5 , where the lender neither takes nor contracts to take more than lawful interest, the loan is not rendered usurious by money paid or agreed to be paid others by the borrower in order to obtain the loan.
O.C.G.A. § 7-1-158 — GA Code / Title 7 / Chapter 1 / Section 7-1-158
Georgia Code Title 7. Banking and Finance § 7-1-158
Status: in_force

The department may appoint one or more official agents, to be known as deputy receivers, to assist it in the management, reorganization, consolidation, liquidation, or distribution of the assets and affairs of any financial institution of which it has taken possession as receiver. The department may delegate to each deputy receiver any duty imposed upon or any right or power granted to it as receiver. The department may also employ such other assistants as it deems necessary, including such assistant attorneys general or other attorneys as may be appointed by the Attorney General or independently retained by the department in connection with the receivership. The department may also retain, to assist it in the management, reorganization, consolidation, liquidation, or distribution, any officer or other employee of the financial institution of which it has taken possession.
O.C.G.A. § 7-1-191 — GA Code / Title 7 / Chapter 1 / Section 7-1-191
Georgia Code Title 7. Banking and Finance § 7-1-191
Status: in_force

All claims against the financial institution, action upon which has not been commenced prior to the time the department took possession, shall be presented in the regular manner provided by this chapter for the presentation of claims. Neither a depositor or other creditor of the financial institution nor any other claimant may maintain any action at law or in equity upon such claim, except by regular method provided by this chapter for exceptions to the accounting of the department as receiver. However, an action for the return of specific property or property with respect to which the plaintiff holds a perfected security interest or security title which could have been recovered by the plaintiff from the financial institution in receivership may be maintained in the principal court against the department in its name as receiver of the financial institution. All actions pending against the financial institution when the department takes possession shall be automatically stayed during the receivership, provided that all such actions, except those specified in subsection (b) of Code Section 7-1-190 , may proceed with prior approval of the principal court.
O.C.G.A. § 7-1-812 — GA Code / Title 7 / Chapter 1 / Section 7-1-812
Georgia Code Title 7. Banking and Finance § 7-1-812
Status: in_force

(a) A joint account belongs, during the lifetime of all parties, to the parties in proportion to the net contributions by each to the sums on deposit, unless there is clear and convincing evidence of a different intent.

(a) A joint account belongs, during the lifetime of all parties, to the parties in proportion to the net contributions by each to the sums on deposit, unless there is clear and convincing evidence of a different intent.

(b) A P.O.D. account belongs to the original payee during his lifetime and not to the P.O.D. payee or payees; if two or more parties are named as original payees, during their lifetimes the account belongs to them in proportion to the net contributions by each to the sums on deposit, unless there is clear and convincing evidence of a different intent.

(b) A P.O.D. account belongs to the original payee during his lifetime and not to the P.O.D. payee or payees; if two or more parties are named as original payees, during their lifetimes the account belongs to them in proportion to the net contributions by each to the sums on deposit, unless there is clear and convincing evidence of a different intent.

(c) Unless a contrary intent is manifested by the terms of the account or the deposit agreement or there is other clear and convincing evidence of an irrevocable trust, a trust account belongs beneficially to the trustee during his lifetime; and, if two or more parties are named as trustee on the account, during their lifetimes the account belongs to them in proportion to the net contributions by each to the sums on deposit, unless there is clear and convincing evidence of a different intent. If there is an irrevocable trust, the account belongs beneficially to the beneficiary.

(c) Unless a contrary intent is manifested by the terms of the account or the deposit agreement or there is other clear and convincing evidence of an irrevocable trust, a trust account belongs beneficially to the trustee during his lifetime; and, if two or more parties are named as trustee on the account, during their lifetimes the account belongs to them in proportion to the net contributions by each to the sums on deposit, unless there is clear and convincing evidence of a different intent. If there is an irrevocable trust, the account belongs beneficially to the beneficiary.
O.C.G.A. § 7-1-556 — GA Code / Title 7 / Chapter 1 / Section 7-1-556
Georgia Code Title 7. Banking and Finance § 7-1-556
Status: in_force

(a) A bank or trust company may convert to a national bank or a federal savings institution upon: (1) Authorization by and compliance with the laws of the United States; and (2) Adoption of a plan of conversion by the affirmative vote of at least: (A) A majority of its directors; and (B) The holders of two-thirds of each class of its shares at a meeting held upon not less than ten days' notice to all shareholders.

(a) A bank or trust company may convert to a national bank or a federal savings institution upon:

(1) Authorization by and compliance with the laws of the United States; and

(1) Authorization by and compliance with the laws of the United States; and

(2) Adoption of a plan of conversion by the affirmative vote of at least: (A) A majority of its directors; and (B) The holders of two-thirds of each class of its shares at a meeting held upon not less than ten days' notice to all shareholders.

(2) Adoption of a plan of conversion by the affirmative vote of at least:

(A) A majority of its directors; and

(A) A majority of its directors; and

(B) The holders of two-thirds of each class of its shares at a meeting held upon not less than ten days' notice to all shareholders.

(B) The holders of two-thirds of each class of its shares at a meeting held upon not less than ten days' notice to all shareholders.

(b) A state bank or trust company which converts to a national bank or a federal savings institution shall: (1) Notify the department of the proposed conversion; (2) Provide such evidence of the adoption of the plan of conversion as the department may request; (3) Notify the department of any abandonment or disapproval of the plan; and (4) File with the department and with the Secretary of State a certificate of the approval of the conversion by the appropriate federal regulator.

(b) A state bank or trust company which converts to a national bank or a federal savings institution shall:

(1) Notify the department of the proposed conversion;

(1) Notify the department of the proposed conversion;

(2) Provide such evidence of the adoption of the plan of conversion as the department may request;

(2) Provide such evidence of the adoption of the plan of conversion as the department may request;

(3) Notify the department of any abandonment or disapproval of the plan; and

(3) Notify the department of any abandonment or disapproval of the plan; and

(4) File with the department and with the Secretary of State a certificate of the approval of the conversion by the appropriate federal regulator.

(4) File with the department and with the Secretary of State a certificate of the approval of the conversion by the appropriate federal regulator.

(c) Conversion of a state institution to a national banking association or a federal savings institution shall be effective upon completion of the requirements in subsection (b) of this Code section. Upon receipt of written confirmation from the department that the requirements of subsection (b) of this Code section have been satisfied, the institution's articles as an institution existing under the laws of this state shall be automatically terminated.

(c) Conversion of a state institution to a national banking association or a federal savings institution shall be effective upon completion of the requirements in subsection (b) of this Code section. Upon receipt of written confirmation from the department that the requirements of subsection (b) of this Code section have been satisfied, the institution's articles as an institution existing under the laws of this state shall be automatically terminated.
O.C.G.A. § 7-1-90 — GA Code / Title 7 / Chapter 1 / Section 7-1-90
Georgia Code Title 7. Banking and Finance § 7-1-90
Status: in_force

(a) Any final action of the department or refusal of the department to act may be subject to judicial review by any person or corporation affected by such action. Such action shall be brought within 60 days of the final action or refusal of action by the department as a special statutory proceeding in the county in which the affected person or corporation resides or is domiciled if within this state (which in the case of a corporation shall be the county of its registered office if it has such an office) or in Fulton County if the affected person or corporation resides or is domiciled outside of this state. The review shall be conducted by the court without a jury. The court shall not substitute its judgment for that of the department but may: (1) Compel department action unlawfully withheld; or (2) Hold unlawful and set aside department action found to be: (A) In violation of constitutional or statutory provision; (B) In excess of statutory authority; (C) Made upon unlawful procedure; or (D) Arbitrary, capricious, or otherwise in abuse of discretion, provided that any action reviewable under Chapter 13 of Title 50, the “Georgia Administrative Procedure Act,” or through the injunction procedure of Code Section 7-1-155 shall be reviewed under that chapter or Code section and not under this Code section.

(a) Any final action of the department or refusal of the department to act may be subject to judicial review by any person or corporation affected by such action. Such action shall be brought within 60 days of the final action or refusal of action by the department as a special statutory proceeding in the county in which the affected person or corporation resides or is domiciled if within this state (which in the case of a corporation shall be the county of its registered office if it has such an office) or in Fulton County if the affected person or corporation resides or is domiciled outside of this state. The review shall be conducted by the court without a jury. The court shall not substitute its judgment for that of the department but may:

(1) Compel department action unlawfully withheld; or

(1) Compel department action unlawfully withheld; or

(2) Hold unlawful and set aside department action found to be: (A) In violation of constitutional or statutory provision; (B) In excess of statutory authority; (C) Made upon unlawful procedure; or (D) Arbitrary, capricious, or otherwise in abuse of discretion,

(2) Hold unlawful and set aside department action found to be:

(A) In violation of constitutional or statutory provision;

(A) In violation of constitutional or statutory provision;

(B) In excess of statutory authority;

(B) In excess of statutory authority;

(C) Made upon unlawful procedure; or

(C) Made upon unlawful procedure; or

(D) Arbitrary, capricious, or otherwise in abuse of discretion,

(D) Arbitrary, capricious, or otherwise in abuse of discretion,

provided that any action reviewable under Chapter 13 of Title 50, the “Georgia Administrative Procedure Act,” or through the injunction procedure of Code Section 7-1-155 shall be reviewed under that chapter or Code section and not under this Code section.

(b) Appeals from all final orders and judgments entered by the superior court under this Code section may be taken to the Court of Appeals or the Supreme Court in the same manner as in other cases.

(b) Appeals from all final orders and judgments entered by the superior court under this Code section may be taken to the Court of Appeals or the Supreme Court in the same manner as in other cases.
O.C.G.A. § 7-1-706 — GA Code / Title 7 / Chapter 1 / Section 7-1-706
Georgia Code Title 7. Banking and Finance § 7-1-706
Status: in_force

(a) Each licensee shall make, keep, and use in its business such books, accounts, and records as the department may require to enforce the provisions of this article and the rules and regulations promulgated under it. Each licensee shall preserve such books, accounts, and records for five years or such greater period of time as prescribed in the department's rules and regulations.

(a) Each licensee shall make, keep, and use in its business such books, accounts, and records as the department may require to enforce the provisions of this article and the rules and regulations promulgated under it. Each licensee shall preserve such books, accounts, and records for five years or such greater period of time as prescribed in the department's rules and regulations.

(b) Records required to be made, kept, and preserved pursuant to subsection (a) of this Code section may be maintained in a photographic, electronic, or other similar form.

(b) Records required to be made, kept, and preserved pursuant to subsection (a) of this Code section may be maintained in a photographic, electronic, or other similar form.

(c) Records required to be made, kept, and preserved pursuant to subsection (a) of this Code section may be maintained at a location outside of this state so long as such records are produced to the commissioner at the department's main office within ten days of the date of a written request by the department to the licensee.

(c) Records required to be made, kept, and preserved pursuant to subsection (a) of this Code section may be maintained at a location outside of this state so long as such records are produced to the commissioner at the department's main office within ten days of the date of a written request by the department to the licensee.

(d) The department shall investigate and examine the affairs, business, premises, and records of any licensee pertaining to cashing payment instruments. The department may conduct such investigations or examinations at least once every 60 months. The department may accept examination reports performed and produced by other state or federal agencies in satisfaction of this requirement unless the department determines that the examinations are not available or do not provide information necessary to fulfill the responsibilities of the department under this article.

(d) The department shall investigate and examine the affairs, business, premises, and records of any licensee pertaining to cashing payment instruments. The department may conduct such investigations or examinations at least once every 60 months. The department may accept examination reports performed and produced by other state or federal agencies in satisfaction of this requirement unless the department determines that the examinations are not available or do not provide information necessary to fulfill the responsibilities of the department under this article.

(e) Notwithstanding subsection (d) of this Code section, the department may alter the frequency or scope of investigations or examinations through rules or regulations prescribed by the department. In addition, if the department determines that based on the records submitted to the department and past history of operations of the licensee in the state such investigations or examinations are unnecessary, then the department may waive such investigations and examinations.

(e) Notwithstanding subsection (d) of this Code section, the department may alter the frequency or scope of investigations or examinations through rules or regulations prescribed by the department. In addition, if the department determines that based on the records submitted to the department and past history of operations of the licensee in the state such investigations or examinations are unnecessary, then the department may waive such investigations and examinations.

(f) In addition to any other authority set forth under this article, the department shall be authorized to conduct investigations and examinations of applicants and licensees as follows: (1) The department shall have the authority to access, receive, and use any books, accounts, records, files, documents, information, or evidence, including, but not limited to: (A) Criminal, civil, and administrative history information, including nonconviction data; (B) Personal history and experience information, including, but not limited to, independent credit reports obtained from a consumer reporting agency described in the federal Fair Credit Reporting Act, 15 U.S.C. Section 1681a ; and (C) Any other documents, information, or evidence the department deems relevant to the inquiry, examination, or investigation regardless of the location, possession, control, or custody of such documents, information, or evidence; (2) The department may review, investigate, or examine any licensee or person subject to this article as often as necessary in order to carry out the purposes of this article; (3) Each licensee or person subject to this article shall make available to the department, upon request, any books and records relating to the activities of cashing payment instruments; (4) No licensee or person subject to investigation or examination under this article shall knowingly withhold, abstract, remove, mutilate, destroy, or secrete any books, records, documents, files, computer records, evidence, or other information; and (5) In order to carry out the purposes of this Code section, the department may: (A) Enter into agreements or relationships with other government officials or regulatory associations in order to improve efficiencies and reduce regulatory burden by sharing resources, documents, records, information, or evidence or by utilizing standardized or uniform methods or procedures; (B) Accept and rely on examination or investigation reports made by other government officials within or outside this state; and (C) Accept audit reports or portions of audit reports made by an independent certified public accountant on behalf of the licensee or person subject to this article covering the same general subject matter as the audit and may incorporate the audit report in the report of examination, report of investigation, or other writing of the department.

(f) In addition to any other authority set forth under this article, the department shall be authorized to conduct investigations and examinations of applicants and licensees as follows:

(1) The department shall have the authority to access, receive, and use any books, accounts, records, files, documents, information, or evidence, including, but not limited to: (A) Criminal, civil, and administrative history information, including nonconviction data; (B) Personal history and experience information, including, but not limited to, independent credit reports obtained from a consumer reporting agency described in the federal Fair Credit Reporting Act, 15 U.S.C. Section 1681a ; and (C) Any other documents, information, or evidence the department deems relevant to the inquiry, examination, or investigation regardless of the location, possession, control, or custody of such documents, information, or evidence;

(1) The department shall have the authority to access, receive, and use any books, accounts, records, files, documents, information, or evidence, including, but not limited to:

(A) Criminal, civil, and administrative history information, including nonconviction data;

(A) Criminal, civil, and administrative history information, including nonconviction data;

(B) Personal history and experience information, including, but not limited to, independent credit reports obtained from a consumer reporting agency described in the federal Fair Credit Reporting Act, 15 U.S.C. Section 1681a ; and

(B) Personal history and experience information, including, but not limited to, independent credit reports obtained from a consumer reporting agency described in the federal Fair Credit Reporting Act, 15 U.S.C. Section 1681a ; and

(C) Any other documents, information, or evidence the department deems relevant to the inquiry, examination, or investigation regardless of the location, possession, control, or custody of such documents, information, or evidence;

(C) Any other documents, information, or evidence the department deems relevant to the inquiry, examination, or investigation regardless of the location, possession, control, or custody of such documents, information, or evidence;

(2) The department may review, investigate, or examine any licensee or person subject to this article as often as necessary in order to carry out the purposes of this article;

(2) The department may review, investigate, or examine any licensee or person subject to this article as often as necessary in order to carry out the purposes of this article;

(3) Each licensee or person subject to this article shall make available to the department, upon request, any books and records relating to the activities of cashing payment instruments;

(3) Each licensee or person subject to this article shall make available to the department, upon request, any books and records relating to the activities of cashing payment instruments;

(4) No licensee or person subject to investigation or examination under this article shall knowingly withhold, abstract, remove, mutilate, destroy, or secrete any books, records, documents, files, computer records, evidence, or other information; and

(4) No licensee or person subject to investigation or examination under this article shall knowingly withhold, abstract, remove, mutilate, destroy, or secrete any books, records, documents, files, computer records, evidence, or other information; and

(5) In order to carry out the purposes of this Code section, the department may: (A) Enter into agreements or relationships with other government officials or regulatory associations in order to improve efficiencies and reduce regulatory burden by sharing resources, documents, records, information, or evidence or by utilizing standardized or uniform methods or procedures; (B) Accept and rely on examination or investigation reports made by other government officials within or outside this state; and (C) Accept audit reports or portions of audit reports made by an independent certified public accountant on behalf of the licensee or person subject to this article covering the same general subject matter as the audit and may incorporate the audit report in the report of examination, report of investigation, or other writing of the department.

(5) In order to carry out the purposes of this Code section, the department may:

(A) Enter into agreements or relationships with other government officials or regulatory associations in order to improve efficiencies and reduce regulatory burden by sharing resources, documents, records, information, or evidence or by utilizing standardized or uniform methods or procedures;

(A) Enter into agreements or relationships with other government officials or regulatory associations in order to improve efficiencies and reduce regulatory burden by sharing resources, documents, records, information, or evidence or by utilizing standardized or uniform methods or procedures;

(B) Accept and rely on examination or investigation reports made by other government officials within or outside this state; and

(B) Accept and rely on examination or investigation reports made by other government officials within or outside this state; and

(C) Accept audit reports or portions of audit reports made by an independent certified public accountant on behalf of the licensee or person subject to this article covering the same general subject matter as the audit and may incorporate the audit report in the report of examination, report of investigation, or other writing of the department.

(C) Accept audit reports or portions of audit reports made by an independent certified public accountant on behalf of the licensee or person subject to this article covering the same general subject matter as the audit and may incorporate the audit report in the report of examination, report of investigation, or other writing of the department.

(g) Each licensee shall pay an examination fee as established by the rules and regulations of the department to cover the cost of an examination or investigation.

(g) Each licensee shall pay an examination fee as established by the rules and regulations of the department to cover the cost of an examination or investigation.

(h) The department, in its discretion, may: (1) Make such public or private examination or investigation within or outside of this state as it deems necessary to determine whether any person has violated this article, any rule or regulation, or order issued under this article, to aid in the enforcement of this article, or to assist in the prescribing of rules and regulations pursuant to this article; (2) Require or permit any person to file a statement in writing, under oath or otherwise, as to all the facts and circumstances concerning the matter to be investigated; (3) Request any financial data from an applicant or licensee; and (4) Conduct an on-site examination of a licensee at any location of the licensee without prior notice to the licensee.

(h) The department, in its discretion, may:

(1) Make such public or private examination or investigation within or outside of this state as it deems necessary to determine whether any person has violated this article, any rule or regulation, or order issued under this article, to aid in the enforcement of this article, or to assist in the prescribing of rules and regulations pursuant to this article;

(1) Make such public or private examination or investigation within or outside of this state as it deems necessary to determine whether any person has violated this article, any rule or regulation, or order issued under this article, to aid in the enforcement of this article, or to assist in the prescribing of rules and regulations pursuant to this article;

(2) Require or permit any person to file a statement in writing, under oath or otherwise, as to all the facts and circumstances concerning the matter to be investigated;

(2) Require or permit any person to file a statement in writing, under oath or otherwise, as to all the facts and circumstances concerning the matter to be investigated;

(3) Request any financial data from an applicant or licensee; and

(3) Request any financial data from an applicant or licensee; and

(4) Conduct an on-site examination of a licensee at any location of the licensee without prior notice to the licensee.

(4) Conduct an on-site examination of a licensee at any location of the licensee without prior notice to the licensee.

(i) For the purpose of conducting any examination or investigation as provided in this Code section, the department shall have the power to administer oaths, to call any party to testify under oath in the course of such examinations or investigations, to require the attendance of witnesses, to require the production of books, accounts, records, documents, and papers, and to take the depositions of witnesses; and for such purposes the department is authorized to issue a subpoena for any witness or for the production of documentary evidence. Such subpoenas may be served by certified mail or statutory overnight delivery, return receipt requested, to the addressee's business mailing address or by examiners appointed by the department or shall be directed for service to the sheriff of the county where such witness resides or is found or where the person in custody of any books, accounts, records, documents, or papers resides or is found.

(i) For the purpose of conducting any examination or investigation as provided in this Code section, the department shall have the power to administer oaths, to call any party to testify under oath in the course of such examinations or investigations, to require the attendance of witnesses, to require the production of books, accounts, records, documents, and papers, and to take the depositions of witnesses; and for such purposes the department is authorized to issue a subpoena for any witness or for the production of documentary evidence. Such subpoenas may be served by certified mail or statutory overnight delivery, return receipt requested, to the addressee's business mailing address or by examiners appointed by the department or shall be directed for service to the sheriff of the county where such witness resides or is found or where the person in custody of any books, accounts, records, documents, or papers resides or is found.

(j) The department may issue and apply to enforce subpoenas in this state at the request of any government agency, department, organization, or entity regulating cashing payment instruments in another state if the activities constituting the alleged violation for which the information is sought would be a violation of this article if the alleged activities had occurred in this state.

(j) The department may issue and apply to enforce subpoenas in this state at the request of any government agency, department, organization, or entity regulating cashing payment instruments in another state if the activities constituting the alleged violation for which the information is sought would be a violation of this article if the alleged activities had occurred in this state.

(k) In case of refusal to obey a subpoena issued under this article to any person, a superior court of appropriate jurisdiction, upon application by the department, may issue to the person an order requiring him or her to appear before the court to show cause why he or she should not be held in contempt for refusal to obey the subpoena. Failure to obey a subpoena may be punished as contempt by the court.

(k) In case of refusal to obey a subpoena issued under this article to any person, a superior court of appropriate jurisdiction, upon application by the department, may issue to the person an order requiring him or her to appear before the court to show cause why he or she should not be held in contempt for refusal to obey the subpoena. Failure to obey a subpoena may be punished as contempt by the court.

(l) Examinations and investigations conducted under this article and information obtained by the department in the course of its duties under this article are confidential, except as provided in this subsection, pursuant to the provisions of Code Section 7-1-70 . In addition to the exceptions set forth in subsection (b) of Code Section 7-1-70 , the department is authorized to share information obtained under this article with other state and federal regulatory agencies or law enforcement authorities. In the case of such sharing, the safeguards to confidentiality already in place within such agencies or authorities shall be deemed adequate. The commissioner or an examiner specifically designated may disclose such information as is necessary to conduct a civil or administrative investigation or proceeding. Information contained in the records of the department that is not confidential and may be made available to the public either on the department's website, upon receipt by the department of a written request, or in the Nationwide Multistate Licensing System and Registry shall include: (1) The name, business address, and telephone, facsimile, and unique identifier of a licensee; (2) The names and titles of the principal officers; (3) The name of the owner or owners thereof; (4) The business address of a licensee's registered agent for service; (5) The name, business address, telephone number, and facsimile number of all locations of a licensee; (6) The terms of or a copy of any bond filed by a licensee; (7) Information concerning any violation of this article, any rule or regulation, or order issued under this article, provided that the information is derived from a final order of the department; and (8) Imposition of an administrative fine or penalty under this article.

(l) Examinations and investigations conducted under this article and information obtained by the department in the course of its duties under this article are confidential, except as provided in this subsection, pursuant to the provisions of Code Section 7-1-70 . In addition to the exceptions set forth in subsection (b) of Code Section 7-1-70 , the department is authorized to share information obtained under this article with other state and federal regulatory agencies or law enforcement authorities. In the case of such sharing, the safeguards to confidentiality already in place within such agencies or authorities shall be deemed adequate. The commissioner or an examiner specifically designated may disclose such information as is necessary to conduct a civil or administrative investigation or proceeding. Information contained in the records of the department that is not confidential and may be made available to the public either on the department's website, upon receipt by the department of a written request, or in the Nationwide Multistate Licensing System and Registry shall include:

(1) The name, business address, and telephone, facsimile, and unique identifier of a licensee;

(1) The name, business address, and telephone, facsimile, and unique identifier of a licensee;

(2) The names and titles of the principal officers;

(2) The names and titles of the principal officers;

(3) The name of the owner or owners thereof;

(3) The name of the owner or owners thereof;

(4) The business address of a licensee's registered agent for service;

(4) The business address of a licensee's registered agent for service;

(5) The name, business address, telephone number, and facsimile number of all locations of a licensee;

(5) The name, business address, telephone number, and facsimile number of all locations of a licensee;

(6) The terms of or a copy of any bond filed by a licensee;

(6) The terms of or a copy of any bond filed by a licensee;

(7) Information concerning any violation of this article, any rule or regulation, or order issued under this article, provided that the information is derived from a final order of the department; and

(7) Information concerning any violation of this article, any rule or regulation, or order issued under this article, provided that the information is derived from a final order of the department; and

(8) Imposition of an administrative fine or penalty under this article.

(8) Imposition of an administrative fine or penalty under this article.

(m) The authority to conduct an examination or investigation as provided for in this Code section shall remain in effect whether such licensee or person acts or claims to act under any licensing or registration law of this state or claims to act without such authority.

(m) The authority to conduct an examination or investigation as provided for in this Code section shall remain in effect whether such licensee or person acts or claims to act under any licensing or registration law of this state or claims to act without such authority.

(n) In the absence of malice, fraud, or bad faith, a person is not subject to civil liability arising out of furnishing the department with information required by this article or required by the department under the authority granted in this article. No civil cause of action of any nature shall arise against such person: (1) For any information relating to suspected prohibited conduct furnished to or received from law enforcement officials, their agents, or employees or to or from other regulatory or licensing authorities; (2) For any such information furnished to or received from other persons subject to the provisions of this article; or (3) For any information furnished in complaints filed with the department.

(n) In the absence of malice, fraud, or bad faith, a person is not subject to civil liability arising out of furnishing the department with information required by this article or required by the department under the authority granted in this article. No civil cause of action of any nature shall arise against such person:

(1) For any information relating to suspected prohibited conduct furnished to or received from law enforcement officials, their agents, or employees or to or from other regulatory or licensing authorities;

(1) For any information relating to suspected prohibited conduct furnished to or received from law enforcement officials, their agents, or employees or to or from other regulatory or licensing authorities;

(2) For any such information furnished to or received from other persons subject to the provisions of this article; or

(2) For any such information furnished to or received from other persons subject to the provisions of this article; or

(3) For any information furnished in complaints filed with the department.

(3) For any information furnished in complaints filed with the department.

(o) The commissioner or any employee or agent of the department shall not be subject to civil liability, and no civil cause of action of any nature shall exist against such persons arising out of the performance of activities or duties under this article or by publication of any report of activities under this Code section.

(o) The commissioner or any employee or agent of the department shall not be subject to civil liability, and no civil cause of action of any nature shall exist against such persons arising out of the performance of activities or duties under this article or by publication of any report of activities under this Code section.
O.C.G.A. § 7-1-110-1 — GA Code / Title 7 / Chapter 1 / Section 7-1-110-1
Georgia Code Title 7. Banking and Finance § 7-1-110.1
Status: in_force

Except in the case of an emergency closing, before a financial institution may close a banking location, it must post at such location in a conspicuous place at least 30 days in advance of such closing a notice of intent to close. Such notice must remain posted for at least 30 consecutive days. Customers of a banking location shall be considered to have received notice if the requirements of this Code section have been met.