An Act To Make Technical and Supervisory Amendments to the Banking Laws No. 904 March 1, 2007
Maine Legislature, Session 123, LD 0904
Committee: Insurance and Financial Services
Sponsors: SULLIVAN, BRAUTIGAM, SNOWE-MELLO, CANAVAN, CONOVER, CROCKETT, PRIEST, RICHARDSON
Amends: 9-B MRSA §235, 8 MRSA §241, 9-B MRSA §342, 9-B MRSA §3, 9-B MRSA §846, 9-B MRSA §874, 9-B MRSA §1011, 9-B MRSA §1013, 9-B MRSA §1015

Legislative Document 
S.P.292 
An Act To Make Technical and Supervisory Amendments to the 
Banking Laws 
No. 904 
March 1, 2007 
Submitted by the Department of Professional and Financial Regulation pursuant to Joint 
Rule 204. 
Reference to the Committee on Insurance and Financial Services suggested and ordered 
printed . 
Presented by Senator SULLIVAN of York. 
Cosponsored by Representative BRAUTIGAM of Falmouth and 
JOY J. O'BRIEN 
Secretary of the Senate 
Senator: SNOWE-MELLO of Androscoggin, Representatives: CANAVAN of Waterville, 
CONOVER of Oakland, CROCKETT of Augusta, McKANE of Newcastle, PRIEST of 
Brunswick, RICHARDSON of Warren, SA V AGE of Falmouth. 
Printed on recycled paper 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 9-B MRS A §212, sub-§l, ~A, as amended by PL 1995, c. 502, Pt. H, §4, 
is further amended to read: 
A. 
The superintendent may employ a deputy superintendent superintendents, 
subject to the commissioner's approval and in accordance with the Civil Service Law. 
Sec. 2. 9-B MRS A §212, sub-§l, ~, as amended by PL 1995, c. 502, Pt. H, §4, 
is further amended to read: 
B. 
The superintendent shall designate the ~ deputy superintendent to perform the 
duties of the superintendent whenever the superintendent is absent from the State; the 
~ deputy superintendent is directed to do so by the superintendent; there is a vacancy 
in the office of superintendent; or the superintendent is incapacitated by illness. In 
the event of a vacancy in the office of the superintendent, the superintendent's 
incapacitating illness or absence from the State at a time when there is no deputy 
superintendent, the commissioner may designate a special deputy superintendent to 
perform the duties of the superintendent for a period not to exceed 6 months. 
Sec. 3. 9-B MRS A §212, sub-§3, as amended by PL 1995, c. 502, Pt. H, §4, is 
further amended to read: 
3. Training of bureau personnel. At the expense of the bureau, the superintendent 
may train the deputy superintendent superintendents and bureau's employees, or have 
them trained, in a manner the superintendent determines desirable; however training 
programs may not place such undue emphasis upon safety and soundness of financial 
institutions that institutions would be inhibited by the bureau from engaging in unusual 
activities or loans that are in the public interest. 
Sec. 4. 9-B MRS A §234, sub-§l, as enacted by PL 1975, c. 500, §1, is amended 
to read: 
1. Requirement. In connection with any proceeding under this chapter section 231 
or 232 involving a financial institution under the concurrent supervision of a federal 
agency and the bureau, the superintendent shall provide the appropriate federal agency 
with notice of any such proceeding and the grounds therefor. Such proceeding may then 
be continued jointly or by either the federal agency or the superintendent. 
Sec. 5. 9-B MRSA §235 is enacted to read: 
§235. Change of director or senior executive officer 
1. Definitions. As used in this section, unless the context otherwise indicates, the 
following terms have the following meanings. 
A. "Financial institution in troubled condition" includes any financial institution: 
(1) That is subject to a cease and desist order issued under section 231 or issued 
by a federal regulator under applicable federal law; 
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(2) That is subject to a written agreement as contemplated under section 231; 
(3) That has a composite rating of 4 or 5 under the federal Uniform Financial 
Institutions Rating System or comparable composite ratings under a rating system 
employed by the superintendent; 
(4) That is not in compliance with section 412-A or is not in compliance with 
applicable federal capital standards; or 
(5) That has been notified in writing by the superintendent that it is in troubled 
condition for the purposes of this section. 
B. "Senior executive officer" means any person who holds the title of president, chief 
executive officer, chief operating officer, chief financial officer, chief lending officer 
or chief investment officer or, without regard to title, salary or compensation, 
performs the function of one or more of these positions. "Senior executive officer" 
also includes any other person identified by the superintendent, whether or not hired 
as an employee, with significant influence over, or who participates in, major policy-
making decisions of a financial institution. 
2. Filing notice. A financial institution in troubled condition shall file notice with 
the superintendent at least 30 days prior to adding or replacing a member of its board of 
directors or governing body, employing a senior executive officer or changing the duties 
of a senior executive officer so that the senior executive officer would assume a different 
senior executive officer position. The notice must be in a form and contain content as 
prescribed by the superintendent. For good cause shown, the superintendent may accept 
notice of less than 30 days. 
3. Approval. The superintendent shall approve or disapprove the notice under 
subsection 2 within 10 days after the receipt of the notice. 
Sec. 6. 9-8 MRSA §241, sub-§10, as enacted by PL 1995, c. 628, §18, is 
amended to read: 
10. Deposit concentration. A financial institution authorized to do business in this 
State, a financial institution not authorized to do business in this State, a financial 
institution holding company, a foreign bank or a foreign bank holding company may not 
consolidate or merge or acquire control, directly or indirectly, of all or part of a Maffie 
financial institution or Maille fillaneial illstitutioll holdillg eompally authorized to do 
business in this State if, as the result of the consolidation, acquisition or merger, the 
fillalleial acquiring institution would hold or control more than 30% of the total amount of 
deposits of financial institutions authorized to do business in this State that are 
attributable to branches located in this State; except, upon consideration of the decision-
making criteria found in section 253, the superintendent may waive the 30% deposit 
concentration limit on a case-by-case basis. In calculating the amount of deposits that a 
fillalleial illstitutioll authoriz;ed to do business ill this State an acquiring institution may 
hold or control under this section, credit union shares are added to the amount of deposits 
of financial institutions authorized to do business in this State that are attributable to 
branches located in this State. The 30% deposit concentration limit does not apply to 
credit unions authorized to do business in this State. 
Sec. 7. 9-B MRSA §342, suh-§6, ~ 
is enacted to read: 
D. The financial institution must notify and Qrovide the sUQerintendent with a cop...y 
of the aQQlication filed with the aQQroQriate federal regulator within 3 days of filing 
with the federal regulator. 
Sec. 8. 9-B MRSA §3Sl, suh-§3, as enacted by PL 1997, c. 398, Pt. G, §1, is 
amended to read: 
3. 
Superintendent's approval required. Following approval by the governing 
body of each participating institution, the plan of merger, consolidation, purchase or 
assumption, together with certified copies of the authorizing resolutions adopted by the 
governing body of each participating institution, must be forwarded to the superintendent 
for approval or disapproval pursuant to section 252. If the superintendent disapproves the 
plan, the superintendent shall state the reason or reasons for the disapproval in writing 
and furnish them to the participating institutions. The institutions must be given an 
opportunity to amend the plan to obviate the reasons for disapproval. 
Sec. 9. 9-B MRS A §35l, suh-§3-A is enacted to read: 
3-A. Superintendent's approval not required. Notwithstanding subsection 3, if 
the surviving institution of a merger, consolidation, purchase or assumption is a federally 
chartered institution and the transaction is subject to approval by its federal regulator, 
approval by the superintendent is not required. The financial institution shall notify and 
provide the superintendent a copy of the application filed with the appropriate federal 
regulator within 3 days of filing with the federal regulator. 
Sec. 10. 9-B MRSA §846, suh-§2, as amended by PL 1995, c. 512, §2, is further 
amended to read: 
2. Voting. A member may not be entitled to vote by proxy, except in a vote for 
dissolution or merger, or have more than one vote; and a member under the age of 18 
may be entitled to vote, subject to conditions prescribed in the bylaws. A fraternal 
organization, voluntary association, partnership or corporation having membership in a 
credit union may cast one vote at any of the meetings of the credit union by a duly 
delegated agent. 
Sec. 11. 9-B MRSA §874, as amended by PL 2003, c. 322, §43, IS further 
amended to read: 
§874. Conversion: State to federal charter 
A credit union organized under the general or special laws of this State may convert 
to a federally chartered credit union. The credit union must notify and provide the 
superintendent with a copy of the application filed with the National Credit Union 
Administration within 3 days of filing with the National Credit Union Administration. 
Approval of the members of the credit union for the conversion must be obtained in the 
manner set forth in section 342, subsection 6. Upon obtaining the approval, the credit 
union shall provide to the superintendent all necessary approvals and charters required by 
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the National Credit Union Administration and all federal laws and regulations applicable 
to the conversion. The superintendent shall notify the Secretary of State that the 
conversion has been effected. A copy of the approval or charter must accompany the 
notification. 
Sec. 12. 9-B MRSA §1011, sub-§2, as amended by PL 1995, c. 628, §26, is 
further amended to read: 
2. 
Maine financial institution holding company. "Maine financial institution 
holding company" means any company whose home state is this State and that has 
control over any Maine financial institution authori1ied to do business in this State or has 
control over a company that controls a Maine financial institution authori1ied to do 
business in this State. 
Sec. 13. 9-B MRSA §1011, sub-§6, as amended by PL 1975, c. 666, §31-A, is 
further amended to read: 
6. 
Maine financial institution. "Maine financial institution" means a financial 
institution authori1ied to do business in this State defined in section 131, subsection 17. 
Sec. 14. 9-B MRS A §1013, sub-§I, ~C, as amended by PL 1997, c. 182, Pt. A, 
§8, is further amended to read: 
C. 
Acquisition of more than 5% of the voting shares of a financial institution, 
\yhose home state is not this State, or a foreign bank by a Maine financial institution 
or a Maine financial institution holding company. 
Sec. 15. 9-B MRSA §1013, sub-§I-A, as enacted by PL 1985, c. 642, §6, is 
amended to read: 
I-A. Notification. Notwithstanding subsection 1, any person or company whieh that 
acquires directly or indirectly more than 5% of the voting shares of a Maine financial 
institution or Maine financial institution holding company shall within 5 days of the 
acquisition file with the superintendent a statement containing the following information 
and any additional information as the superintendent shall preseribe prescribes as 
necessary or appropriate in the public interest: 
A. 
The background and identity of the person or company acquiring the voting 
shares; 
B. 
The source and amount of the funds or other consideration used in making the 
purchase; and 
C. 
Any plans or proposals whieh that any acquiring person or company making the 
acquisition may have to liquidate the Maine financial institution or Maine financial 
institution holding company, to sell its assets or merge it with any company or to 
make any other major change in its business, corporate structure or management. 
The superintendent shall promptly notify the Maine financial institution or Maine 
financial institution holding company when a notice has been filed pursuant to this 
section. The notice shall must identify the fact of the acquisition and the identity of the 
person or company acquiring the voting shares. 
Any person or company must also file notice under this section when there is material 
change in ownership. The acquisition of an aggregate of more than another 5% of the 
voting shares is a material change. 
Sec. 16. 9-B MRSA §1013, sub-§3, ~A, as amended by PL 1995, c. 628, §32, is 
further amended to read: 
A. 
The Maine financial institution or Maine financial institution holding company 
to be established or acquired shall enter into an agreement with the superintendent to 
provide reports and permit examination of its records to the extent considered 
necessary by the superintendent to ensure compliance with this section and other 
relevant provisions of this Title and any rules adopted under this Title. 
If.--.the 
financial institution to be established or acquired is federally chartered, the agreement 
may provide that compliance examination infurmation must be proyided by the 
federal agency responsible for supefYision of that financial institution. 
The 
superintendent may specify the information that requires 't'erification, and must be 
provided a report of that status of compliance by the federal agency. 
Sec. 17. 9-B MRSA §1013, sub-§3, ~C, as amended by PL 1997, c. 182, Pt. A, 
§9, is repealed. 
Sec. 18. 9-B MRSA §1013, sub-§5, as enacted by PL 1983, c. 302, §3, IS 
amended to read: 
5. 
Regulations. The superintendent may promulgate regulations adopt rules to 
supplement the requirements of this section. 
Sec. 19. 9-B MRSA §1013, last~, as enacted by PL 1977, c. 223, is amended to 
read: 
Notwithstanding the foregoing, Be a Maine financial institution holding company 
shall be is not required to obtain the approval of the superintendent for the acquisition of 
additional shares in a financial institution whieh that the Maine financial institution 
holding company owned or controlled by a majority of the voting shares, prior to the 
acquisition of additional shares. 
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Sec. 20. 9-B MRSA §1015, sub-§l, ~A, as repeal~d and replaced by PL 1989, c. 
16, §2, is amended to read: 
A. 
Acquisition by a person or company of control of a Maine financial institution or 
any financial institution or financial institution holding company controlling, directly 
or indirectly, a Maine financial institution, or establishment by a person or company 
of a Maine financial institution or Maine financial institution holding company; 
Sec. 21. 9-B MRSA §1015, sub-§l, ~C, as amended by PL 1997, c. 182, Pt. A, 
§ 11, is further amended to read: 
C. 
Acquisition or establishment by a Maine financial institution or a Maine 
financial institution holding company of a financial institution outside of the State of 
Maine, including a foreign bank, in excess of 5% of the voting shares of such 
institution; 
Sec. 22. 9-B MRSA §1015, suh-§2, as amended by PL 1997, c. 182, Pt. A, §12, 
is further amended to read: 
2. Criteria for approval. Applications for approvals required in subsection 1 must 
be filed pursuant to procedures established by the superintendent. 
Action on those 
applications must be taken in accordance with the requirements of section 252 and is 
subject to the standards set forth in section 253, except that applications for approval 
under subsection 1, paragraph A are not subject to the standards set forth in section 253, 
subsection 2, paragraphs C and D. In addition, applications for approvals required in 
subsection 1 by foreign banks are subject to the following additional criteria: 
A. 
The foreign bank or foreign bank holding company engages in the banking 
business outside of the United States and is subject to comprehensive supervision or 
regulation on a consolidated basis by the appropriate authorities in its home country, 
or the superintendent finds that the appropriate authorities in the home country of the 
foreign bank are actively working to establish arrangements for the consolidated 
supervision of such bank; and 
B. 
Whether the foreign bank or foreign bank holding company has provided the 
superintendent with adequate assurances that it will make available to the 
superintendent such information on the operations or activities of the foreign bank, 
foreign bank holding company and any affiliate of the foreign bank or foreign bank 
holding company that the superintendent considers necessary to determine and 
enforce compliance with this Title and other applicable state law. 
Sec. 23. 9-B MRSA §1015, suh-§5, ~, as enacted by PL 1997, c. 398, Pt. K, 
§ 12, is amended to read: 
B. 
If the assets of the company being acquired are between 15% and 50% of the 
financial institution holding company's total consolidated assets, the financial 
institution holding company must notify the superintendent at least 10 days prior to 
consummating the transaction. The superintendent may require that an application be 
filed pursuant to section 252 if the following conditions are not satisfied and, based 
on a preliminary analysis, the superintendent concludes that the transaction may have 
a material adverse effect on the financial condition of the financial institution holding 
company and its ability to act as a source of strength to the Maine financial 
institution: 
(1) Before and immediately after the proposed transaction, the acquiring Maine 
financial institution and financial institution holding company are well 
capitalized, as determined by the superintendent; and 
(2) At the time of the transaction, the acquiring Maine financial institution and 
financial institution holding company are well managed, as defined in section 
446-A. 
Sec. 24. 9-B MRS A §1053, sub-§2, as enacted by PL 1985, c. 558, is amended to 
read: 
2. 
Plan. A plan of reorganization authorized under this chapter sball must be 
approved by a majority of the board of directors, 6orporators and members, or and 
members, of ~ 
the mutual financial institution. 
Sec. 25. 30-A MRS A §5951, sub-§2, ~, as enacted by PL 1987, c. 737, Pt. A, 
§2 and Pt. C, §106 and as amended by PL 1989, c. 6; c. 9, §2; and c. 104, Pt. C, §§8 and 
and as amended by PL 2001, c. 44, § 11 and as affected by § 14, is further amended to 
read: 
B. 
The Superintendent of Financial Institutions, who also serves as a commissioner 
ex officio; and 
(1) The Superintendent of Financial Institutions may designate a deputy 
superintendent to serve in place of the Superintendent of Financial Institutions; 
and 
Sec. 26. Maine Revised Statutes headnote amended; revision clause. In 
the Maine Revised Statutes, Title 9-B, chapter 23, in the chapter headnote, the words 
"cease and desist orders; removal of officer or director" are amended to read "cease and 
desist orders; removal or change of officer or director" and the Revisor of Statutes shall 
implement this revision when updating, publishing or republishing the statutes. 
SUMMARY 
This bill makes a number of technical and supervisory changes to the banking laws. 
It also makes a technical change to the laws governing municipalities and counties 
contained in the Maine Revised Statutes, Title 30-A. 
1. It permits the Superintendent of Financial Institutions to designate more than one 
deputy superintendent. 
This authority would not add to the Bureau of Financial 
Institutions' headcount or change existing job classifications. It allows the superintendent 
to designate deputy superintendents with specific areas of expertise to assist in carrying 
out the mission of the bureau. 
2. 
It requires that troubled financial institutions obtain approval from the 
superintendent before adding or replacing a member of the board of directors or 
governing body or employing or changing the duties of a senior executive officer. 
3. It moves the requirement in the section of law regarding holding companies to the 
section of law regarding anticompetitive and unfair practices for the Superintendent of 
Financial Institution's approval for any financial institution, financial institution holding 
company, foreign bank or foreign bank holding company to acquire control of all or part 
of a financial institution if the acquiring institution would hold more than 30% of total 
deposits in the State. 
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4. It requires notice to the Superintendent of Financial Institutions when a state-
chartered financial institution seeks to convert to a federally chartered financial 
institution. 
5. 
It requires notice to the Superintendent of Financial Institutions when a state-
chartered financial institution seeks to merge, consolidate with or acquire a federally 
chartered financial institution. 
It removes the requirement that the superintendent 
approve the transaction if the transaction is approved by a federal regulator and the 
resulting institution is federally chartered. 
6. It clarifies that proxy voting on credit union mergers is permissible. 
7. 
It requires notice to the Superintendent of Financial Institutions when a state-
chartered credit union seeks to convert to a federally chartered credit union. 
8. 
It provides that the Superintendent of Financial Institutions need only approve 
acquisitions of interests in Maine financial institutions and acquisitions by Maine 
financial institutions and Maine holding companies of other financial institutions. The 
changes eliminate requirements to approve acquisitions made by federally chartered 
institutions, and by holding companies that control only federally chartered institutions, 
of federal and out-of-state financial institutions. Approval is still required if these federal 
institutions acquire a Maine financial institution. It also reduces the number of criteria 
required for approval of changes in control of Maine financial institutions so as to make 
the law consistent with federal law. 
9. It clarifies that approval of a plan of reorganization of a mutual holding company 
must come from a majority of the board of directors and account holders. 
10. 
It allows the Superintendent of Financial Institutions to designate a deputy 
superintendent to serve on the board of commissioners of the Maine Municipal Bond 
Bank in place of the superintendent. 
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