reglab/housing_qa huggingface dataset:
CO Code § 11-103-702 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 7 - Merger, Consolidation, Conversion, and Sale of Assets|§ 11-103-702. Approval of Merger by Directors

  Where there is to be a resulting state bank, the board of directors of each constituent state bank shall, by a majority of the entire board, approve a merger agreement, which agreement shall contain:   The name of each constituent bank and the location of each office;    With respect to the resulting bank, the name and the location of each proposed office; the name and residence of each director to serve until the next annual meeting of the stockholders; the name and residence of each officer; the amount of capital, the number of shares, and the par value of each share; whether preferred stock is to be issued and the amount, terms, and preferences; the amendments to the charter and bylaws;    The terms for the exchange of shares of the constituent banks for those of the resulting bank;    A statement that the agreement is subject to approval by the banking board and by the stockholders of each constituent bank;    Provisions governing the manner of disposing of the shares of the resulting state bank not taken by dissenting shareholders of constituent banks;    Such other provisions as the banking board requires to enable it to discharge its duties with respect to the merger.        History. Source: L. 2003: Entire article added with relocations, p. 1096, § 3, effective July 1.    Editor's note:   This section is similar to former § 11-4-103 as it existed prior to 2003.
CO Code § 11-103-703 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 7 - Merger, Consolidation, Conversion, and Sale of Assets|§ 11-103-703. Approval by Banking Board

  After approval by the board of directors of each constituent bank, the merger agreement shall be submitted to the banking board for approval, together with certified copies of the authorizing resolutions of the several boards of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any constituent national bank or bank chartered by another state.    Without approval by the banking board, no asset shall be carried on the books of the resulting bank at a valuation higher than that on the books of the constituent bank at the time of the last examination by a state or national bank examiner before the effective date of the merger.    Within thirty days after receipt by the banking board of the papers specified in subsection (1) of this section, the banking board shall approve or disapprove the merger agreement. The banking board shall approve the agreement if it appears that:   The resulting state bank meets all the requirements of state law as to the formation of a new state bank or conversion of an existing bank;    The agreement provides for adequate capital as established by the banking board in its rules;    The agreement is fair;    The merger is not contrary to the public interest.       If the banking board disapproves an agreement, it shall state its objections and give an opportunity to the constituent banks to amend the merger agreement to obviate such objection.    Where the resulting state bank is not to exercise trust powers, the banking board shall not approve a merger until satisfied that adequate provision has been made for successors to fiduciary positions held by constituent banks.     History. Source: L. 2003: Entire article added with relocations, p. 1096, § 3, effective July 1. L. 2013: (1) and (3)(a) amended,(SB 13-154), ch. 282, p. 1464, § 8, effective July 1.    Editor's note:   This section is similar to former § 11-4-104 as it existed prior to 2003.
CO Code § 11-103-704 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 7 - Merger, Consolidation, Conversion, and Sale of Assets|§ 11-103-704. Approval by Stockholders - Rights of Dissenters

  To be effective, a merger must be approved by the stockholders of each constituent state bank by a vote of two-thirds of the outstanding voting stock, at a meeting called to consider such action, which vote shall constitute the adoption of the charter and bylaws of the resulting state bank, including the amendments set forth in the merger agreement.    The notice of the meeting of stockholders shall state that dissenting stockholders will be entitled to payment of the value of only those shares that are voted against the approval of the plan.    The owners of shares that were voted against the approval of the merger shall be entitled to receive their value in cash, if and when the merger becomes effective, upon written demand made to the resulting state bank at any time within thirty days after the effective date of the merger, accompanied by the surrender of the stock certificates. The value of such shares shall be determined as of the date of the shareholders' meeting approving the merger by three appraisers, one to be selected by the owners of two-thirds of the dissenting shares involved, one by the board of directors of the resulting state bank, and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern. If the appraisal is not completed within ninety days after the merger becomes effective, the commissioner shall cause an appraisal to be made.    The expenses of appraisal shall be paid by the resulting state bank.    The resulting state bank may fix an amount that it considers to be not more than the fair market value of the shares of a constituent bank at the time of the stockholders' meeting approving the merger, which it will pay dissenting shareholders of that constituent bank entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting state bank.     History. Source: L. 2003: Entire article added with relocations, p. 1097, § 3, effective July 1.    Editor's note:   This section is similar to former § 11-4-105 as it existed prior to 2003.
CO Code § 11-103-705 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 7 - Merger, Consolidation, Conversion, and Sale of Assets|§ 11-103-705. Effective Date of Merger - Certificate

  Unless a later date is specified in the agreement, a merger becomes effective upon the approval by the banking board of the executed agreement, together with copies of the resolutions of the stockholders of each constituent bank approving it, certified by the bank's president or a vice-president and a secretary. The charters of the constituent banks, other than the resulting bank, shall thereupon be deemed surrendered.    After approval of the agreement, the banking board shall issue to the resulting bank a certificate of merger, setting forth the name of each constituent bank and the name of the resulting state bank. The certificate is conclusive evidence of the merger and of the correctness of all proceedings for the merger in all courts and places and may be recorded in any office for the recording of deeds to evidence the new name in which the property of the constituent banks is held.     History. Source: L. 2003: Entire article added with relocations, p. 1097, § 3, effective July 1. L. 2013: Entire section amended,(SB 13-154), ch. 282, p. 1481, § 45, effective July 1.    Editor's note:   This section is similar to former § 11-4-106 as it existed prior to 2003.
CO Code § 11-103-706 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 7 - Merger, Consolidation, Conversion, and Sale of Assets|§ 11-103-706. Continuation of Corporate Entity

  The resulting state bank shall be considered the same business and corporate entity as each constituent bank with all of the rights, powers, and duties of each constituent bank, except as limited by the charter and bylaws of the resulting state bank.    The resulting state bank has the right to use the name of any constituent bank whenever it can do any act under such name more conveniently.    Any reference to any constituent bank in any writing, whether executed or taking effect before or after the merger, shall be deemed a reference to the resulting state bank if not inconsistent with the other provisions of such writing.     History. Source: L. 2003: Entire article added with relocations, p. 1098, § 3, effective July 1.    Editor's note:   This section is similar to former § 11-4-107 as it existed prior to 2003.
CO Code § 11-103-707 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 7 - Merger, Consolidation, Conversion, and Sale of Assets|§ 11-103-707. Conversion From State Bank to National and Vice Versa

  Nothing in the law of this state shall restrict the right of a state bank to convert into a national bank upon compliance with the laws of the United States, and, upon completion of such conversion, it shall surrender its charter as a state bank.    The board shall grant a state charter to a national bank located in this state that follows the procedure prescribed by federal law to convert into a state bank if it meets the requirements established by the banking board in its rules. Any requirement that shares must be paid in cash may be satisfied by the exchange of shares of the converted state bank for those of the converting national bank, which may be valued at no more than their fair cash market value. The procedure for incorporation of a state bank may be modified to the extent made necessary by the difference between an ordinary incorporation and a conversion as established by the banking board in its rules. The converting bank shall cause to be published a notice of the conversion once a week for three successive weeks in a newspaper of general circulation in the county in which the converting bank has its principal office. The converting bank shall file proof of the publication with the division.    The converted bank shall be considered the same business and corporate entity as the converting bank with all of the rights, powers, and duties of the converting bank except as limited by the charter and bylaws of the resulting bank. It may use the name of the converting bank whenever it can do any act under such name more conveniently.    Any reference to the converting bank in any writing, whether executed or taking effect before or after the conversion, shall be deemed a reference to the converted bank if not inconsistent with the other provisions of such writing.     History. Source: L. 2003: Entire article added with relocations, p. 1098, § 3, effective July 1. L. 2013: (2) amended,(SB 13-154), ch. 282, p. 1481, § 46, effective July 1.    Editor's note:   This section is similar to former § 11-4-108 as it existed prior to 2003.
CO Code § 11-103-708 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 7 - Merger, Consolidation, Conversion, and Sale of Assets|§ 11-103-708. Nonconforming Assets

 If a constituent bank has assets that do not conform to the requirements of state law for the resulting bank, or if a converting national bank has assets that do not conform to the requirements of a state law for the converted state bank, or if, in either case, there are business activities that are not permitted for the resulting or converted state bank, the banking board may permit a reasonable time to conform with state law.   History. Source: L. 2003: Entire article added with relocations, p. 1098, § 3, effective July 1.    Editor's note:   This section is similar to former § 11-4-109 as it existed prior to 2003.
CO Code § 11-103-709 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 7 - Merger, Consolidation, Conversion, and Sale of Assets|§ 11-103-709. Sale of All Assets of Bank, Branch, or Department

  Any state bank may sell to any other bank all, or substantially all, of the selling bank's assets and business, or all, or substantially all, of the assets and business of any department or branch of the selling bank.    Any state bank may, upon assuming the liabilities relating thereto, purchase all, or substantially all, of the assets and business of another bank, or all, or substantially all, of the assets and business of any department or branch of another bank.    The agreement of purchase and sale shall be authorized and approved by the banking board and by the vote of a majority of the stockholders of the purchasing and selling banks at meetings called for the purpose in like manner as meetings to approve mergers are called, and filed with the commissioner, accompanied by evidence of such stockholders' approval in like manner as agreements of merger are filed. After such approval is given by the stockholders, a notice of such sale shall be published once a week for three successive weeks in a newspaper of general circulation in the county in which the selling bank has its principal office. Proof of such publication shall be filed with the division.    Notwithstanding any term of the agreement, or of his or her contract of deposit, any depositor whose business is thus sold has the right, upon payment of any indebtedness owing by the depositor to the bank, to withdraw his or her deposit in full on demand after such sale unless, by dealing with the purchasing bank with knowledge of the purchase, the depositor ratifies the transfer.    The agreement of sale may provide for the transfer to the purchasing bank of all fiduciary positions held by the selling bank pursuant to section 11-106-105.    No right against, or obligation of, the selling bank, in respect of the assets or business sold, shall be released or impaired by the sale until one year from the last date of publication of the notice, pursuant to subsection (3) of this section, but, after the expiration of such year, no action shall be brought against the selling bank on account of any deposit, obligation, trust, or asset transferred to or liability assumed by the purchasing bank.     History. Source: L. 2003: Entire article added with relocations, p. 1099, § 3, effective July 1. L. 2013: (1) and (2) amended,(SB 13-154), ch. 282, p. 1465, § 9, effective July 1.    Editor's note:   This section is similar to former § 11-4-110 as it existed prior to 2003.
CO Code § 11-103-803 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 8 - Liquidation, Dissolution, and Reorganization|§ 11-103-803. Reorganization Plan

  A plan of reorganization shall not be prescribed under this code unless:   The plan is feasible and fair to all classes of depositors, creditors, and stockholders;    The aggregate face amount of the interest accorded to any class of depositors, creditors, or stockholders under the plan does not exceed the value of the assets upon liquidation, less the full amount of the claims of all prior classes, subject to any fair adjustment for new capital that any class will pay in under the plan;    The plan provides for the issuance of capital stock and, if necessary, debentures and other securities and instruments in an amount that will comply with the rules promulgated by the banking board;    Any exchange of new common stock for obligations or stock of the bank will be effected in inverse order to the priorities in liquidation of the classes that will retain an interest in the bank and upon terms that fairly adjust any change in the relative interests of the respective classes that will be produced by the exchange;    The plan assures the removal of any director, officer, or employee responsible for any unsound or unlawful action or the existence of an unsound condition;    Any merger or consolidation provided by the plan conforms to the requirements of this code.       If, in the course of reorganization, supervening conditions render the plan unfair or its execution impractical, the commissioner, upon approval of the banking board, may modify the plan or liquidate the institution. Any such action shall be taken by order of the banking board upon appropriate notice.     History. Source: L. 2003: Entire article added with relocations, p. 1103, § 3, effective July 1.    Editor's note:   This section is similar to former § 11-5-103 as it existed prior to 2003.
CO Code § 11-103-806 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 8 - Liquidation, Dissolution, and Reorganization|§ 11-103-806. Assets Sold or Pledged as Security

  With respect to any banking institution closed on account of inability to meet the demands of its depositors or by action of the banking board or by action of its directors or in the event of its capital inadequacy or suspension, the liquidator of such institution may borrow from the federal deposit insurance corporation and furnish any part or all of the assets of said institution to said corporation as security for a loan from same, but, if said corporation is acting as such liquidator, the order of a court of record of competent jurisdiction shall be first obtained approving such loan. Upon the order of a court of record of competent jurisdiction, all or any part of the assets of such institution may be sold.    The provisions of this section shall not be construed to limit the power of any banking institution, the commissioner, or the liquidators to pledge or sell assets in accordance with any existing law.     History. Source: L. 2003: Entire article added with relocations, p. 1107, § 3, effective July 1.    Editor's note:   This section is similar to former § 11-5-106 as it existed prior to 2003.
CO Code § 11-103-807 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 8 - Liquidation, Dissolution, and Reorganization|§ 11-103-807. Enforcement of Directors' Liability

 Among its other powers, the federal deposit insurance corporation, in the performance of its powers and duties as such liquidator, has the right and power, upon the order of a court of record of competent jurisdiction, to enforce the individual liability of the directors of any such banking institution.   History. Source: L. 2003: Entire article added with relocations, p. 1108, § 3, effective July 1.    Editor's note:   This section is similar to former § 11-5-107 as it existed prior to 2003.   ANNOTATION   Annotator's note. Since § 11-103-807 is similar to § 11-5-107 as it existed prior to the 2003 recodification of the “Colorado Banking Code”, articles 101 to 109 of title 11, relevant cases construing that provision have been included in the annotations to this section.   This section applies only when the FDIC is acting as a liquidator or receiver. It did not apply after the court substituted FDIC-corporate as plaintiff in place of FDIC-receiver. FDIC v. Isham, 777 F. Supp. 828 (D. Colo. 1991 ).   General statutory mandate to collect and distribute assets of failed banks is insufficient to establish a public policy regulating the nature and extent of insurance coverage on claims of the bank such as to render an exclusion of claims asserted by the federal deposit insurance corporation void as against public policy. FDIC v. Bowen, 824 P.2d 41 (Colo. App. 1991).   Regulatory exclusion contained in directors' and officers' liability insurance policy is contrary to the public policy expressed in state banking law and undermines the authority and responsibility that such law vests in the FDIC as liquidator of a state-chartered insolvent bank for protecting the interests of the bank's depositors, creditors, and stockholders by making equitable payment to them out of the bank's assets as compensation for losses caused by the negligence and breach of fiduciary duty of the bank's former directors. FDIC v. Am. Cas. Co., 841 P.2d 1285 (Colo. 1992).
CO Code § 11-103-808 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 8 - Liquidation, Dissolution, and Reorganization|§ 11-103-808. Emergency Grant of New Charter

 In addition to powers regarding liquidation or reorganization, the banking board may, in the interest of protecting the public and the depositors of a closed state bank or national banking association with its principal office in this state, issue a new bank charter to qualified individuals for the same location as the closed bank, contingent upon the new bank assuming full liability for such deposits of the closed bank as may be transferred to it. Under such conditions, a new charter may be issued summarily without the publication of notice, without the holding of a public hearing, and without complying with any of the other provisions and procedures specified in this code.   History. Source: L. 2003: Entire article added with relocations, p. 1108, § 3, effective July 1.    Editor's note:   This section is similar to former § 11-5-108 as it existed prior to 2003.
CO Code § 11-103-809 (2021)
2021 Colorado Code|Title 11 - Financial Institutions|Article 103 - Organization and Corporate Functions|Part 8 - Liquidation, Dissolution, and Reorganization|§ 11-103-809. Emergency Grant of Branch Facility - Legislative Declaration

  The general assembly hereby finds, determines, and declares that the economy of this state and its communities and the public interest will be better served by permitting financial institutions, as defined in section 11-101-401 (35), to operate at the same location as a closed bank.      In addition to powers regarding liquidation or reorganization, the banking board, in the interest of protecting the public and the depositors of a closed bank or national banking association with its principal place of business in this state, may issue an emergency grant of authority to another financial institution, which financial institution has acquired assets and liabilities of the closed bank, to operate a branch facility at the same location as the closed bank, or within a one-half mile radius of the location of the nearest point on the boundary of the premises of the closed bank's place of business, contingent upon the bank assuming full liability for the deposits of the closed bank as may be transferred to it. Such branch facility shall not be located at any other location if the other location is within three hundred feet of the boundary of the premises of another bank unless the other bank consents to a closer location.    Under such conditions, the authority to operate the branch facility may be issued summarily without the publication of notice, without the holding of a public hearing, and without complying with any of the other provisions and procedures specified in this code.       No financial institution may hold, acquire, control, or operate more than two branch facilities pursuant to this section; however, if the banking board determines that, because of this limitation, no qualified financial institution can bid on the assets and liabilities of the closed bank, the banking board may authorize and issue such an emergency grant to another financial institution, in excess of such limit, but in no event more than two additional branch facilities.    Notwithstanding any other provision of this section, a branch facility operated pursuant to this section on or before August 1, 1991, may continue to operate in perpetuity as a branch without being subject to any percentage limitation on branches as set forth in section 11-105-602.      History. Source: L. 2003: Entire article added with relocations, p. 1108, § 3, effective July 1. L. 2013: (2)(a) amended,(SB 13-154), ch. 282, p. 1466, § 14, effective July 1.    Editor's note:   This section is similar to former § 11-5-109 as it existed prior to 2003.