piers109uk/MN-Statutes huggingface dataset:
50.1465 AUTHORIZED INVESTMENTS; SERVICE CORPORATIONS.
In addition to other investments authorized by law, a savings bank may invest in the capital stock, obligations, or other securities of any corporation organized under the laws of this state if all or a majority of the capital stock of the corporation is owned by the savings bank, and if substantially all of the activity of the corporation consists of:
(1) activities in which the savings bank could engage directly;
(2) activities in which a state bank or national bank, or a subsidiary of a state bank or national bank, is authorized to engage as of August 1, 1995; and
(3) activities in which any state bank or national bank becomes authorized to engage after August 1, 1995, which are authorized by the commissioner.
No savings bank may make any investment under subdivision 1 in a subsidiary that engages primarily in activities in which the savings bank could not engage directly if its aggregate outstanding investment under this section in all subsidiaries that engage in activities in which the savings bank could not engage directly exceeds 25 percent of the capital stock and surplus of the savings bank.
48.88 VIOLATIONS; PENALTIES.
Any officer or employee of a bank or trust company who violates the provisions of sections 48.15 and 48.16 to 48.20, or who consents thereto or connives thereat, shall be guilty of a gross misdemeanor.
[Repealed, 1994 c 382 s 15]
50.148 AUTHORIZED INVESTMENTS; MANUFACTURED HOME LOANS.
In addition to other investments authorized by law, a savings bank organized and operated pursuant to this chapter, may make loans upon the security of manufactured homes, and any equipment installed or to be installed therein, in an amount not exceeding $30,000 repayable in installments, and the installment payments shall not exceed 15 years and 32 days from the date of the loan, notwithstanding that such loan is required to be repaid in installments or that the loan is secured by mortgage, pledge, or other collateral. Section 50.1485, subdivision 2, applies to all manufactured home loans made pursuant to the authority granted by this section. The authority granted by this section shall not extend to loans which finance the acquisition of inventory by a manufactured home dealer. A savings bank may purchase or invest in notes, bonds and retail installment sales contracts secured by or constituting first liens upon manufactured homes.
50.147 AUTHORIZED INVESTMENTS; STUDENT LOANS.
In addition to other investments authorized by law, a savings bank organized under the laws of this state may make student loans. Such loans may be secured or unsecured, and the lender may require a comaker or guaranty under a governmental student loan guarantee plan, or both. The borrower shall certify to the lender that the proceeds of the loan are to be used by a student solely for the payment of expenses of college, university or vocational education.
48.90 LEGISLATIVE INTENT.
It is the express intention of the Minnesota legislature to act pursuant to the United States Code, title 12, section 1842(d), as amended by title I of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 to provide for interstate banking on a nationwide basis and to preserve certain state law, policy, and practices.
Laws 1986, chapter 339 should not be construed to limit the power granted to a bank in this state to conduct its business or to limit the conduct of business by any bank holding company in which the operation of its banking subsidiaries are principally conducted in this state.
Laws 1986, chapter 339 does not authorize:
(1) the establishment in this state of branch offices of a banking subsidiary of any out-of-state bank holding company making an acquisition pursuant to Laws 1986, chapter 339 if the banking subsidiary does not have its principal place of business in this state; or
(2) the establishment in this state of branch offices of a bank having its principal place of business in this state unless authorized by sections 47.51 to 47.57.
48.892 CLERICAL SERVICES OFFICES.
A bank may perform clerical services, as defined in section 48.89, subdivision 1, for itself at an off-premises data processing and storage center located within the state if the bank furnishes assurances satisfactory to the commissioner that the performances of those services will be subject to regulation and examination by the commissioner to the same extent as if the services were being performed at the bank's main office or detached facility. A data processing and storage center is not considered a branch or detached facility, as defined in section 47.51. The establishment of a data processing and storage center may include acquiring real and personal property, which shall be subject to section 47.10.
48.91 TITLE.
Sections 48.90 to 48.99 may be cited as the "Interstate Banking Act."
49.30 COMMITTEE TO COMPLETE LIQUIDATION.
At any time after a period of three years shall have elapsed, after the commissioner shall have taken possession of the business and property of a financial institution, a majority of the creditors in number and amount may petition the court for the appointment of a committee of three competent persons, residents of the county, named by them, the court may make such appointment, and any officer or member of the board of directors of the financial institution may be appointed as members of said committee, if residents of the county. All rights and duties of the commissioner shall then devolve upon the committee.
49.31 COMMITTEE TO FURNISH BONDS.
The committee provided for by section 49.30 shall furnish adequate bond, to be approved by the district court, for the faithful performance of its duties.
48.92 DEFINITIONS.
When used in sections 48.90 to 48.99, the terms defined in this section have the meanings given them, unless their context requires a different meaning.
"Control," with respect to a bank holding company, bank, or bank to be organized pursuant to chapters 46, 47, 48, and 300, means that term as defined in section 46.048, subdivision 1.
"Bank" means any bank, or bank and trust company which is now or may hereafter be organized under the laws of this state that is an insured institution as the term is defined in section 3(h) of the Federal Deposit Insurance Act, United States Code, title 12, section 1813(h), that:
(1) accepts deposits that the depositor has a legal right to withdraw on demand; and
(2) engages in the business of making commercial loans.
"Commissioner" means the commissioner of commerce of the state of Minnesota.
"Department" means the Department of Commerce of the state of Minnesota.
"Home state" means: (1) with respect to a national bank, the state in which the main office of the bank is located; (2) with respect to a state bank, the state by which the bank is chartered; and (3) with respect to a bank holding company, the state in which the total deposits of all banking subsidiaries of the company are the largest on the later of (i) July 1, 1966, or (ii) the date on which the company becomes a bank holding company under the Bank Holding Company Act of 1956, as amended, United States Code, title 12, section 1842.
"Host state" is a state other than the home state of the bank holding company, in which the company controls, or seeks to control, a bank subsidiary.
"Out-of-state bank holding company" means a bank holding company as defined in the Bank Holding Company Act of 1956, as amended, whose home state is a state other than Minnesota.
"Interstate bank holding company" means (a) a bank holding company whose home state is Minnesota and that is engaging in interstate banking, and (b) an out-of-state bank holding company engaged in banking in this state.
"Equity capital" means the sum of common stock, preferred stock, paid in surplus, reserves for loss loans and undivided profits.
"Out-of-state bank" means a bank whose home state is other than Minnesota.
50.155 PURCHASE OF CERTAIN MORTGAGE LOANS.
Savings banks that are subject to the supervision of the commissioner of commerce are authorized to make or purchase loans secured by real estate mortgage the payment of which is guaranteed in whole or in part by the United States or any instrumentality thereof under the Servicemen's Readjustment Act of 1944 and amendments thereof provided that the unguaranteed portion of such loan does not exceed 70 percent of the appraised value of the security.
49.32 DISCHARGE OF COMMISSIONER AS STATUTORY LIQUIDATOR.
Upon this order of the court, the commissioner shall be discharged as statutory liquidator of the financial institution and released from any further liability thereunder.
49.33 CONSOLIDATION AND MERGER, WHEN AUTHORIZED.
Subject to the provisions of sections 49.33 to 49.41, with the written consent of the commissioner of commerce, any bank, savings bank, or trust company may effect a transfer of its assets and liabilities to another bank, savings bank, or trust company for the purpose of consolidating or merging, but the same shall be without prejudice to the creditors of either.
49.34 CONSOLIDATION OR MERGER OF STATE BANKS OR TRUST COMPANIES, PROCEDURE.
Any two or more state banks, operating in the same city, may be consolidated or merged into a consolidated or merged state bank, and any two or more trust companies, operating in the same city, may be consolidated or merged into a consolidated or merged trust company, and any state bank or state banks and any trust company or trust companies, operating in the same city, may be consolidated or merged into a consolidated or merged state bank or consolidated or merged trust company, as the respective boards of directors thereof may determine. The consolidation or merger shall be effected in the manner provided in sections 49.35 to 49.41 and when so organized, the consolidated or merged corporation shall be governed and conducted in all other respects as provided by the statutes relating to the respective classes of financial corporations.
(a) Notwithstanding the geographic limitations of subdivision 1 and the limitations on number of facilities, distance limitations, and consent requirements contained in section 47.52, a state bank may apply to the commissioner, pursuant to the procedures contained in sections 47.51 to 47.56 and 49.35 to 49.41, to acquire another state bank or national banking association and its detached facilities through merger, consolidation, or purchase of assets and assumption of liabilities and operate them as detached facilities of the successor bank.
(b) Where the commissioner has determined that a merger, consolidation or purchase of assets and assumption of liabilities is necessary and in the public interest to prevent the probable failure of a state bank, national banking association, or state or federal savings association or savings bank, the limitations on location and number of detached facilities in section 47.52 shall not apply to the establishment of a detached facility directly resulting from such acquisition. The establishment of a detached facility in order to prevent a probable failure as provided in this paragraph shall not require the written consent of banks having a principal office in the municipality in which the resulting detached facility will be located, notwithstanding the provisions of section 47.52.
The consolidation or merger under this paragraph of a capital stock savings association or savings bank and a bank shall be effected in the manner provided in sections 49.33 to 49.41. A savings association or savings bank that is a mutual association may be acquired directly under this paragraph through the purchase of assets and assumption of liabilities. A state bank acquiring a savings association or savings bank under this paragraph must, with the approval of the commissioner of commerce, establish a reasonable date by which the bank will cease all activities conducted by the savings association or savings bank that are not authorized activities for the bank.
48.96 SUPERVISION.
The department may enter into cooperative and reciprocal agreements with federal or state regulatory authorities responsible for supervision of out-of-state bank holding companies for exchange or acceptance of reports of examination and other records from the authorities in lieu of conducting its own examinations. The department may enter into joint actions with federal or state regulatory authorities responsible for supervision of out-of-state bank holding companies to carry out its responsibilities and assure compliance with the laws of this state.
49.35 CONSOLIDATION OR MERGER AGREEMENT.
The respective boards of directors of the consolidating or merging corporations may, by the majority vote of all of the members of each board, make or authorize to be made between the corporations a written agreement, in duplicate, for the consolidation or merger of the corporations. The agreement shall specify each corporation to be a party to the transaction, and shall prescribe the terms and conditions thereof; the mode of carrying it into effect; the authorized capital stock of the consolidated or surviving corporation; the name of the consolidated or surviving corporation, which may be the name, in whole or in part, of any corporation which is a party to the agreement, and shall specify the city in which it shall have its principal place of business. It shall name the persons who shall constitute the board of directors of the consolidated or surviving corporation, but the number and qualifications of these persons shall be in accordance with the statutes relating to the number and qualifications of directors of that class of corporation.
49.36 APPROVAL BY COMMISSIONER.
This consolidation or merger agreement and certified copy of the proceedings of the meetings of the respective boards of directors, at which the making of the agreement was authorized, must be submitted to the commissioner of commerce for approval with a fee of $2,000 payable to the commissioner of commerce. The agreement shall not be effective until so approved by the commissioner. The commissioner shall take action after the documents are submitted, and is entitled to further information from any party to the transaction as may be requested by the commissioner, or as may be obtained upon a hearing directed by the commissioner.
The procedures contained in section 47.54 must also be adhered to when a merger, consolidation, or purchase of assets and assumption of liabilities is effected pursuant to section 49.34, subdivision 2. In the event the commissioner has determined that it is necessary and in the public interest to act immediately on a merger, consolidation or purchase of assets and assumption of liabilities to prevent the probable failure of a bank, the commissioner may waive the requirements of section 47.54.
In all applications filed under this section the commissioner in determining whether to approve or disapprove the application shall consider (a) the effects of the proposed merger transaction on competition, (b) the convenience and needs of the community to be served, and (c) the financial and managerial resources and future prospects of the existing and successor banks.
The successor bank shall give reasonable notice of the acquisition to each of the depositors and creditors of an acquired bank or savings association at a time and in a form determined in the discretion of the commissioner. This notice may be coordinated to include federal regulator concerns for impact on deposit insurance of accounts and information designed to alert depositors and creditors of any changes in procedures or practices. If detached facilities are to be closed as a result of transactions authorized by this section, adequate notice shall be provided by the bank prior to closing, unless the commissioner has acted to prevent the probable failure of the bank or savings association, and then as soon as practicable after the acquisition date.
49.37 STOCKHOLDERS TO APPROVE; CERTIFICATE OF CONSOLIDATION OR MERGER.
Either before or after the consolidation or merger agreement has been approved by the commissioner of commerce, it must be submitted to the stockholders of each corporation at a meeting thereof called, and it does not become binding upon the corporation until it has been approved at each of the meetings required by this section by the vote or ballot of the stockholders, holding at least a majority of the amount of stock of the respective corporations, or a higher percentage as may be required by the certificate of incorporation of the corporations. Proof of the holding of these meetings and the results thereof must be submitted to the commissioner of commerce. After the agreement called for by sections 49.33 to 49.41 has been approved by the stockholders of the respective corporations and by the commissioner of commerce, the latter shall issue a certificate reciting that the corporations have complied with the provisions of sections 49.34 to 49.41 and declaring the consolidation or merger of these corporations and the name of the consolidated or surviving corporation, the amount of capital stock thereof, the names of the first board of directors, and the place of business of the consolidated or surviving corporation, which must be within the city where any of the constituent corporations have been previously authorized to have their places of business. Upon the issuing of this certificate and the filing of it for record in the Office of the Secretary of State, the incorporation is deemed to be complete in the case of the consolidation, and the assets of the constituent corporations merged into the survivor in the case of a merger, and the consolidated or surviving corporation shall, from the date of this certificate, have the term of corporate existence as may be specified in it, not exceeding the longest unexpired term of any constituent corporation. The certificate of the commissioner of commerce is prima facie evidence that all of the provisions of sections 49.34 to 49.41 have been complied with, and is conclusive evidence of the existence of the consolidated or surviving corporation.
48.99 SPECIAL ACQUISITIONS AUTHORIZED.
Pursuant to the present requirement of the United States Code, title 12, section 1842(d) and notwithstanding any other provision of state law, an out-of-state bank holding company, or any subsidiary of a bank holding company, may acquire a bank located in this state where the commissioner has determined that a merger, consolidation, or purchase of assets and assumption of liabilities is necessary and in the public interest to prevent the probable failure of a bank or is made for the incorporation of a new bank in the same locality coincidental with the closing of an existing bank by the commissioner or federal authorities and does not increase the number of banks in the community affected. The acquisition is subject to the prior written approval of the commissioner of an application submitted under this section and after the following considerations:
(1) the financial and managerial resources of the applicant;
(2) the future prospects of the applicant and the state bank or its subsidiary whose assets, interest in, or shares it will acquire;
(3) the financial history of the applicant;
(4) whether the acquisition or holding may result in undue concentration of resources or substantial lessening of competition in this state, but any deposit concentration limitations imposed on the acquisition by Public Law 103-328, title 1, section 101, (a)(2), may be waived by order of the commissioner;
(5) the convenience and needs of the public of this state; and
(6) whether the acquisition or holding will strengthen the financial condition of the state bank.
In determining the priority of applications submitted to seek approval to acquire a bank located in this state which meets the criteria in subdivision 1, the commissioner shall give first consideration to the approval of applications from applicants located in this state, then to reciprocating state bank holding companies.
The department may enter into cooperative and reciprocal agreements with federal or bank regulatory authorities of other states for exchange or acceptance of reports of examination and other records from the authorities in lieu of conducting its own examinations of acquiring reciprocating state bank holding companies. The department may enter into joint actions with federal or bank regulatory authorities of other states to carry out its responsibilities under Laws 1986, chapter 339 and assure compliance with the laws of this state.
A reciprocating state bank holding company that directly or indirectly, through any subsidiary, acquires a bank pursuant to Laws 1986, chapter 339 shall file with the commissioner copies of all regular and periodic reports which the bank holding company is required to file under section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, but excluding any portions not available to the public, and such other reports as the commissioner may require by rule.
49.39 CONSOLIDATION OR MERGER OF BANKS AND TRUST COMPANIES.
Upon the consolidation or merger of a trust company with a national banking corporation into a consolidated or merged banking corporation, as provided by any existing act of Congress of the United States, the corporate existence of that trust company shall be consolidated or merged into that of the consolidated or merged banking corporation to the same extent and with the same effect provided in section 49.38, relating to the consolidation or merger of two or more state banks or trust companies.
49.40 PENDING ACTIONS OR PROCEEDINGS NOT AFFECTED.
Any pending action or other judicial proceeding in which any consolidating or merging corporation is a party shall not be deemed to have abated or to have discontinued by reason of the consolidation or merger but may be prosecuted to final judgment, order, or decree in the same manner as if the consolidation or merger had not been made, or the consolidated or merged corporation may be substituted as a party to the action or proceeding, and any judgment, order, or decree may be rendered for or against it that might have been rendered for or against that corporation if the consolidation or merger had not occurred.
48.992 EXEMPTION.
The board of directors of a bank or a bank holding company located in this state may adopt a resolution before July 1, 1987, to exempt the bank or bank holding company from section 48.93. If the board of directors adopts the resolution and files a certified copy of it as required by subdivision 2, the bank or bank holding company may not be acquired under section 48.93.
If a resolution is adopted under this section, the board of directors shall file a certified copy of the resolution with the department in person or by certified mail. The board of directors may revoke the resolution by notifying the department in writing of its decision to revoke the resolution.
49.41 RIGHTS OF DISSENTING SHAREHOLDERS.
Any shareholder not voting in favor of the agreement of consolidation or merger at the meeting prescribed in section 49.37 may, at that meeting, or within 20 days thereafter, object to the consolidation or merger and demand payment for that person's shares. If the consolidation or merger takes effect at any time after this demand, the shareholder may, at any time within 60 days thereafter, apply to the district court in the county wherein is situated the principal place of business of the corporation with which the other or others are consolidated or merged, for the appointment of three persons to appraise the value of that person's shares. The court shall thereupon appoint these appraisers and designate the time and place of their first meeting, with such directions in regard to their proceedings as shall be deemed proper, and also direct the time and manner in which payment shall be made of the value of that person's shares to the shareholder. The appraisers shall meet at the time and place designated, after being duly sworn to discharge their duties honestly and faithfully, make and certify a written estimate of the value of the shares at the time of the appraisal, and deliver one copy to the corporation and another to the shareholder, if demanded. The charges and expenses of the appraisers shall be paid one-half by the shareholder and one-half by the corporation. When the corporation shall have paid the appraised value of the shares, the shares shall be canceled and this shareholder shall cease to be a member of the corporation or to have any interest in the shares or in the corporation or in the corporate property, and the shares may be held and disposed of by the corporation for its own benefit.
50.175 NEGOTIABLE ORDER OF WITHDRAWAL ACCOUNT.
Any savings bank organized and operating pursuant to this chapter, may establish negotiable order of withdrawal accounts on which it may or may not pay interest or dividends. Withdrawals from the accounts are subject to the right of the savings bank to require the depositor or account holder to give notice of an intended withdrawal not less than 14 days before the withdrawal is made, even though in practice the notice is not regularly required and the depositor or account holder is allowed to make withdrawals by negotiable or transferable instruments for the purpose of making payments to third persons or otherwise.
A savings bank shall maintain reserves in the form of liquid assets at a level reasonably necessary to meet anticipated withdrawals, commitments, and loan demand. Reserves shall be in cash, cash items in process of collection, short term obligations of or demand balances with other insured financial institutions in the United States and its territories, or short term, direct obligations of or guaranteed by the United States government. Obligations must mature within one year to be considered short term. The commissioner may prescribe the required amount of reserves in relation to liabilities for any individual savings bank from time to time based upon examination findings or other reports relating to the savings bank that are available to the commissioner. Reserves for an individual savings bank as prescribed by the commissioner pursuant to this section shall be enforced in accordance with sections 46.24 and 46.30 to 46.33.
50.18 METHOD OF DETERMINING SURPLUS.
In determining the percent of surplus held by any such bank, its interest paying stock, notes, and bonds shall be estimated at their market value; notes and bonds having not more than six months' unpaid interest at their face, and real estate not above cost. As to stocks, bonds, and notes having more than six months accrued and unpaid interest, and all other investments not herein enumerated, their value shall be determined by the commissioner of commerce, who may change their valuation from time to time.
50.171 TREASURY TAX AND LOAN ACCOUNTS OF THE UNITED STATES.
A savings bank shall have the power and authority to accept and maintain treasury tax and loan accounts of the United States and to pledge collateral to secure the treasury tax or loan accounts, in accordance with the regulations of the Department of the Treasury of the United States.
50.19 REPORTS TO THE COMMISSIONER.
Each savings bank shall submit the reports required of state banks pursuant to section 48.48 and such other information as the commissioner of commerce may require.
49.42 STATE BANK.
As used in sections 49.42 to 49.46:
"State bank" means any bank, savings bank, trust company, or bank and trust company which is now or may hereafter be organized under the laws of this state.
"National banking association" means a bank, savings bank, bank and trust company, or bank exclusively exercising trust powers organized under the laws of the United States.
49.43 STATE BANK; CONVERSION, MERGER, CONSOLIDATION; NATIONAL BANKING ASSOCIATION.
A state bank may convert into a national banking association or merge or consolidate with one or more national banking associations under the charter of one of such national banking associations as permitted by any law of the United States without approval of any authority of this state, upon the affirmative vote, at a meeting of stockholders called for that purpose, of the holders of not less than two-thirds of the voting power of all stockholders of such state bank entitled under the articles of incorporation to vote. Any stockholder not voting in favor of such conversion or merger or consolidation at such meeting may, at that meeting or within 20 days thereafter, object to the conversion, merger, or consolidation and demand payment for that person's stock at the par value or the book value thereof, whichever shall be the greater. If the conversion, merger or consolidation takes effect at any time after this demand and the resulting national bank has not made payment in the amount demanded, the stockholder may, at any time within 60 days thereafter, apply to the district court in the county wherein is situated the principal place of business of the national banking association into which the state bank has been converted or with which it has merged or consolidated for the appointment of three persons to appraise the value of that person's stock. The court shall thereupon appoint these appraisers and designate the time and place of their first meeting, with such directions in regard to their proceedings as shall be deemed proper and also direct the time and manner in which payment shall be made of the value of that person's stock to the stockholder. The appraisers shall meet at the time and place designated and, after being duly sworn to discharge their duties honestly and faithfully, make and certify a written estimate of the value of the stock at the time of the appraisal and deliver one copy to the national banking association and another to the stockholder. The charges and expenses of the appraisers shall be paid one-half by the stockholder and one-half by the national banking association. When the national banking association shall have paid the appraised value of the stock, the stock shall be canceled and the stockholder shall cease to be a member of the national banking association or to have any interest in the stock or in the corporation or in the corporate property and the stock may be held and disposed of by the national banking association for its own benefit. In lieu of the rights given a dissenting stockholder by this section, the stockholder may exercise any rights given by applicable law of the United States.
50.20 REPORT TO SHOW LIABILITIES.
This report shall also state all its liabilities on the morning of January first, and show:
(1) the amount due the depositors, including any dividend to be credited to them for the half year ending on that day; and
(2) all other debts or claims against it which are or may be a charge upon its assets.
It shall also state the amount deposited during the previous year and the amounts withdrawn during the same period; the whole amount of interest or profits received or earned and the amount of dividends or interest credited to depositors; the number of accounts opened or reopened; the number of accounts closed during the year; and the number of open accounts at the end of the year; and such other information as may be required by the commissioner of commerce.
49.45 MERGER OR CONSOLIDATION.
One or more national banking associations which are located in this state and which have taken the corporate action required therefor by the laws of the United States may merge or consolidate with a state bank or banks. The merger or consolidation shall be effected in the manner provided in sections 49.34 to 49.41, and governed by the provisions thereof except that the name of the consolidated corporation shall not contain the word "national" and except that the rights of dissenting stockholders of the national banking associations shall be those prescribed in cases by the laws of the United States.
50.212 SAVINGS BANK REGULATION.
The commissioner of commerce shall have charge of the execution of all laws relating to the savings banks chartered under the laws of Minnesota and relating to the business of those savings banks.
The commissioner shall supervise the books, records, and affairs of all savings banks doing business in the state as provided in section 46.04.
Each official communication from the commissioner to a savings bank relating to any examination conducted by the commissioner or containing suggestions and recommendations as to the conduct of business of the savings bank, shall be submitted by the officer receiving it to the board of directors at the next meeting of the board and noted in the meeting minutes.
49.46 STATE BANK, RETENTION OF ASSETS.
The commissioner of commerce, subject to such conditions as the commissioner may prescribe, may permit a state bank resulting from a conversion, merger or consolidation of a national banking association to retain and carry at a valuation determined by the commissioner, such of the assets of such national banking association as do not conform to the legal requirements relative to assets acquired and held by state banks.
50.25 BANKS ORGANIZED UNDER THE LAWS OF MINNESOTA; CAPITAL STOCK; AMENDMENT OF ARTICLES.
A corporation which was incorporated and organized under the laws of Minnesota for the purpose of doing a savings bank business, may have capital stock of $100 per share, par value; provided, the minimum required capital shall not be less than $500,000. The capital funds of a proposed savings bank shall be in such greater amount which the commissioner considers necessary, having in mind the deposit potential for such a proposed bank and current industry standards of capital adequacy.
50.24 EXISTING BANKS CONFORMED; EXCEPTIONS.
The powers, privileges, and duties conferred and imposed on any savings corporation heretofore organized by its charter or act of incorporation, are hereby abridged, enlarged, or modified, as each case may require, so that each such charter or act shall be conformed to the provisions hereof; and every such savings corporation shall possess the powers and privileges, and be subject to the duties, liabilities, and restrictions herein prescribed; but investments heretofore lawfully made shall be unaffected by this section, if the same be conformed to the provisions of this chapter as rapidly as may be, in the ordinary course of business, without loss or embarrassment to the bank and its patrons; provided, that savings banks organized and existing prior to the passage of Laws 1879, chapter 109, may continue under the laws then in force applicable thereto and amendatory thereof until they reorganize hereunder, unaffected by any provision in Revised Laws 1905, repealing the same, expressly or by implication.
50.245 BRANCHES; ACQUISITIONS.
A savings bank may establish any number of detached facilities as may be approved by the commissioner of commerce pursuant to sections 47.51 to 47.57. The savings bank shall not change the location of a detached facility without prior written approval of the commissioner of commerce. A savings bank may establish a loan production office, without restriction as to geographical location, upon written notice to the commissioner of commerce.
The authorization contained in subdivision 1 is in addition to the authority granted savings banks in section 47.52. A savings bank chartered in this state, whether or not the subsidiary of a savings bank holding company, has the same authority as a bank to conduct interstate mergers affecting interstate branching under section 49.411. The merger may be between banks and with other banks or savings banks.
A savings bank chartered in this state and a savings bank holding company with its principal offices in this state may acquire control of a financial institution chartered in any other state or a financial institution holding company with principal offices in any other state. A savings bank chartered in any other state and a savings bank holding company with principal offices in any other state may acquire control of a savings bank chartered in this state or a savings bank holding company with principal offices in this state.
Procedural requirements contained in sections 48.90 to 48.99 apply to interstate acquisitions by savings banks and savings bank holding companies.
For the purpose of this section, the terms defined in this subdivision have the meanings given them.
(a) "Financial institution" means a bank, savings bank, savings association, or trust company, whether chartered under the laws of this state, another state or territory, or under the laws of the United States.
(b) "Loan production office" means a place of business at which a savings bank provides lending if the loans are approved at the main office or detached facility of the savings bank, but at which a savings bank may not accept deposits except through a remote service unit.
(c) "Remote service unit" means an electronic financial terminal as defined in section 47.61.
[Repealed by amendment, 1997 c 157 s 34]
50.28 DECLARATORY JUDGMENTS.
At any time after a controversy has arisen between the commissioner of commerce and a savings bank with respect to a question of law or rule or with respect to a question involving immeasurable or irreparable damage to the savings bank, and before an administrative or judicial hearing, the savings bank or the commissioner may apply to a court of competent jurisdiction in the county in which the home office of the savings bank is located for a declaratory judgment as to the question.
51A.01 CITATION.
Sections 51A.01 to 51A.58 may be cited as the "Savings Association Act."
51A.05 NAME; OFFICE.
The name of every association shall include the word "saving" or "savings." The use of the words "national," "federal," or "United States," or any form of these words, separately or in any combination with other words or syllables, is prohibited as part of the corporate name of an association. Any association in existence at the time of the adoption of sections 51A.01 to 51A.57 may continue to operate under its existing name.
No person, firm, company, association, fiduciary, partnership, or corporation, either domestic or foreign, unless lawfully authorized to do business in this state under the provisions of sections 51A.01 to 51A.57 and actually engaged in carrying on a savings association business shall do business under any name or title which contains the terms "savings association," "savings and loan association," "building and loan association," "building association," or any combination employing either or both of the words "building" or "loan" with one or more of the words "saving," "savings," or words of similar import, or any combination employing one or more of the words "saving," "savings," or words of similar import with one or more of the words "association," "institution," "society," "company," "fund," "corporation," or words of similar import, or use any name or sign or circulate or use any letterhead, billhead, circular or paper whatever, or advertise or represent in any manner which indicates or reasonably implies that the business is the character or kind of business carried on or transacted by an association of which is likely to lead any person to believe that the business is that of an association. Upon application by the commissioner or any association, a court of competent jurisdiction may issue an injunction to restrain any such entity from violating or continuing to violate any of the foregoing provisions of this subdivision. Any person who violates any provision of this subdivision shall be guilty of a gross misdemeanor. The prohibitions of this subdivision shall not apply to any corporation or association formed for the purpose of promoting the interests of thrift institutions, the membership of which is comprised of thrift institutions, their officers, or other representatives.
[Repealed, 1988 c 666 s 75]
The association shall obtain approval from the commissioner pursuant to rules prior to opening a branch office. The association shall not change the location of any branch office without prior written approval of the commissioner. The association may, however, operate other business facilities not constituting branch offices as defined in section 51A.02, subdivision 8, including automated teller machines and loan production offices upon providing notice under this subdivision.
[Repealed, 1988 c 666 s 75]
[Repealed, 1988 c 666 s 75]
51A.06 CONVERSION.
[Repealed, 1981 c 276 s 32]
[Repealed, 1981 c 276 s 32]
No conversion of an association, direct or indirect, shall be permitted except as specifically authorized by sections 51A.01 to 51A.57 or other provision of the Minnesota Statutes.
51A.07 POWER TO REORGANIZE, MERGE, OR CONSOLIDATE.
Pursuant to a plan adopted by the board of directors and approved by the commissioner as equitable to the members or stockholders of the association and as not impairing the usefulness and success of other properly conducted associations in the community, an association shall have power to reorganize or to merge or consolidate with another association or federal association within its primary lending area; provided, that the plan of the reorganization, merger, or consolidation shall be approved at an annual meeting or at any special meeting of the members or stockholders called to consider the action by a vote of more than 50 percent of the total number of votes of the members cast in person or by proxy. In all cases the corporate continuity of the resulting corporation shall possess the same incidents as that of an association which has converted in accordance with sections 51A.01 to 51A.57. No association, directly or indirectly, shall convert or reorganize, or merge, consolidate, assume liability to pay savings accounts or other liabilities of, transfer assets in consideration of the assumption of liabilities for any portion of the savings accounts, deposits made in, or other liabilities of the association to, or acquire the assets of or assume liability to pay any liabilities of, any financial institution or any other organization, person, or entity, except as specifically authorized by the commissioner. Any association aggrieved by any action or nonaction of the commissioner under this section may appeal therefrom and the proceedings shall be conducted pursuant to the provisions of the Administrative Procedure Act relating to judicial review of agency decisions, sections 14.63 to 14.69, and the scope of judicial review in the proceedings shall be as provided therein.
51A.09 MEETINGS OF MEMBERS OF MUTUAL ASSOCIATIONS.
An annual meeting of the members of each mutual association shall be held in the month of January, as fixed in the bylaws of the association. Special meetings may be called as provided in the bylaws.
The members who shall be entitled to vote at any meeting of the members shall be those who are members of record at the end of the calendar month next preceding the date of the meeting of members, except those who have ceased to be members. The number of votes which members shall be entitled to cast shall be in accordance with the books on the date determinative of entitlement to vote.
In the determination of all questions requiring action by the members, each member shall be entitled to cast one vote, plus an additional vote for each $100 or fraction thereof of the withdrawal value of savings accounts, if any, held by the member. No member, however, shall cast more than 150 votes.
At any meeting of the members, voting may be in person or by proxy, provided that no proxy shall be eligible to be voted at any meeting unless the proxy shall have been filed with the secretary of the association, for verification, at least five days prior to the date of the meeting. Every proxy shall be in writing and signed by the member or a duly authorized attorney-in-fact and, when filed with the secretary, shall, unless otherwise specified in the proxy, continue in force from year to year until revoked by a writing duly delivered to the secretary or until superseded by subsequent proxies.
At an annual meeting or at any special meeting of the members, any number of members present in person or by proxy eligible to be voted constitutes a quorum. A majority of all votes cast at any meeting of members shall determine any question unless sections 51A.01 to 51A.57 specifically provide otherwise.
51A.10 MEMBERSHIP CHARGES PROHIBITED.
The mutual association shall not directly or indirectly charge any membership, admission, withdrawal, or any fee or sum of money for the privilege of becoming, remaining, or ceasing to be a member of the mutual association, except charges authorized by this chapter. Except as authorized by this chapter, the mutual association shall not charge any member any sum of money by way of fine or penalty for any cause.
51A.11 ACCESS TO BOOKS AND RECORDS; COMMUNICATION WITH MEMBERS OR STOCKHOLDERS.
The right of inspection and examination of the books and records of an association including those pertaining to loans and accounts shall be limited (1) to the commissioner or duly authorized representatives as provided in sections 51A.01 to 51A.57, (2) to persons duly authorized by the association to act for the association, (3) to affiliates, and (4) to any federal or state instrumentality or agency authorized by the association to inspect or examine the books and records of an insured association. The books and records pertaining to the accounts, loans, and voting rights of depositors, borrowers, or stockholders shall otherwise be kept confidential by such association, its directors, officers, and employees, and by the commissioner, the commissioner's examiners and representatives, except where the disclosure thereof shall be compelled by a court of competent jurisdiction or public authority in accordance with law, and no depositor, borrower, or stockholder or any other person shall have access to the books and records or shall be furnished or shall possess a partial or complete list of the depositors, borrowers, or stockholders except upon authority of the board of directors.
In the event, however, that any member, members, stockholder, or stockholders desires to communicate with the other members or stockholders of the association with reference to any question pending or to be presented for consideration at a meeting of the members or stockholders, the association shall furnish upon request a statement of the approximate number of members or stockholders of the association at the time of the request, and an estimate of the cost of forwarding the communication. The requesting member, members, stockholder, or stockholders shall then submit the communication, together with a sworn statement that the proposed communication is not for any reason other than the business welfare of the association, to the commissioner who, if the commissioner finds it to be appropriate, truthful, and in the best interests of the association and its members or stockholders, shall execute a certificate setting out the findings, forward the certificate together with the communication to the association, and direct that the communication be prepared and mailed by the association to the members or stockholders upon the requesting member's, members', stockholder's, or stockholders' payment to it of the expenses of the preparation and mailing. If the commissioner finds the proposed communication to be inappropriate, untruthful, or contrary to the best interests of the association and its members or stockholders, the commissioner shall have the discretion to make any disposition of the request to communicate which the commissioner deems proper and shall execute a certificate setting out the finding and deliver it to the requesting member or stockholder together with an order making disposition of the request.
[Repealed, 1988 c 666 s 75]
51A.12 FINANCIAL STATEMENT; MUTUAL ASSOCIATIONS.
Every mutual association shall prepare and publish annually within 30 days of the close of the association's fiscal year in a newspaper of general circulation in the county in which the principal office of the association is located, and shall deliver to each member upon application therefor, a statement of its financial condition in the form prescribed or approved by the commissioner.
51A.131 DIRECTORS OF CAPITAL STOCK ASSOCIATIONS.
The duties and qualifications required of directors of capital stock associations are governed by chapter 302A.