reglab/housing_qa huggingface dataset:
TX Fin Code § 32.405 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 32 - Powers, Organization, and Financial Requirements|Subchapter E. Purchase or Sale of Assets|Section 32.405. Sale of Assets

Sec. 32.405.  SALE OF ASSETS.  (a)  A state bank may sell a portion of its assets to another financial institution or other buyer, except that the prior written approval of the banking commissioner is required if the sales price exceeds an amount equal to three times the bank's unimpaired capital and surplus.  The finance commission by rule may require a state bank to obtain the prior written approval of the banking commissioner for a transaction not otherwise subject to approval that involves potentially substantial risks to the safety and soundness of the selling bank.(b)  If the prior approval of the banking commissioner for a sale of assets is not required under Subsection (a) and the sale involves the disposition of a branch office or another established location of the state bank, the state bank must provide written notice of the transaction to the banking commissioner at least 30 days before the expected closing date of the transaction.(c)  The board of a state bank, with the prior written approval of the banking commissioner, may cause the bank to sell all or substantially all of its assets without shareholder approval if:(1)  the banking commissioner finds the interests of depositors and creditors are jeopardized because of insolvency or imminent insolvency and that the sale is in their best interest; and(2)  the Federal Deposit Insurance Corporation or its successor approves the transaction and agrees to provide assistance to the prospective buyer under 12 U.S.C. Section 1823(c) or a comparable law unless the deposits of the bank are not insured.(d)  A sale under Subsection (c) must include an assumption and promise by the buyer to pay or otherwise discharge:(1)  all of the bank's liabilities to depositors;(2)  all of the bank's liabilities for salaries of the bank's employees incurred before the date of the sale;(3)  obligations incurred by the banking commissioner arising out of the supervision or sale of the bank; and(4)  fees and assessments due the department.(e)  This section does not affect the banking commissioner's right to take action under another law.  The sale by a state bank of all or substantially all of its assets with shareholder approval is considered a voluntary dissolution and liquidation and is governed by Subchapter B, Chapter 36.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 21, eff. September 1, 2007.Acts 2007, 80th Leg., R.S., Ch. 735 (H.B. 2754), Sec. 6, eff. September 1, 2007.|
TX Fin Code § 32.406 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 32 - Powers, Organization, and Financial Requirements|Subchapter E. Purchase or Sale of Assets|Section 32.406. Limitation on Control of Deposits

Sec. 32.406.  LIMITATION ON CONTROL OF DEPOSITS.  (a)  A purchase of assets is not permitted under Section 32.401 if, on consummation of the transaction, the acquiring state bank, including all insured depository institution affiliates of the resulting state bank, would control 20 percent or more of the total amount of deposits in this state held by all insured depository institutions in this state.(b)  On request of the banking commissioner the applicant shall provide supplemental information to the banking commissioner to aid in a determination under this section, including information that is more current than or in addition to information in the most recently available summary of deposits, reports of condition, or similar reports filed with or produced by state or federal authorities.(c)  In this section, "deposit" and "insured depository institution" have the meanings assigned by Section 3, Federal Deposit Insurance Act (12 U.S.C. Section 1813), as amended.|Added by Acts 1999, 76th Leg., ch. 344, Sec. 2.009, eff. Sept. 1, 1999.|
TX Fin Code § 32.501 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 32 - Powers, Organization, and Financial Requirements|Subchapter F. Exit of State Bank or Entry of Another Financial Institution|Section 32.501. Merger or Conversion of State Bank Into Another Financial Institution

Sec. 32.501.  MERGER OR CONVERSION OF STATE BANK INTO ANOTHER FINANCIAL INSTITUTION.  (a)  Subject to Subtitle G, a state bank may act as necessary under and to the extent permitted by the laws of the United States, this state, another state, or another country to merge or convert into another financial institution, as that term is defined by Section 201.101.(b)  The merger or conversion by the state bank must be made and approval of its board and shareholders must be obtained in accordance with the Business Organizations Code as if the state bank were a filing entity and all other parties to the transaction, if any, were foreign entities, except as provided by rule.  For purposes of this subsection, a conversion is considered a merger into the successor form of financial institution.(c)  The state bank does not cease to be a state bank subject to the supervision of the banking commissioner unless:(1)  the banking commissioner has been given written notice of the intention to merge or convert before the 31st day before the date of the proposed transaction;(2)   the bank has filed with the banking commissioner:(A)  a copy of the application filed with the successor regulatory authority, including a copy of each contract evidencing or implementing the merger or conversion, or other documents sufficient to show compliance with applicable law; and(B)  a certified copy of all minutes of board meetings and shareholder meetings at which action was taken regarding the merger or conversion; (3)  the banking commissioner determines that:(A)  all deposit and other liabilities of the state bank are fully discharged, assumed, or otherwise retained by the successor form of financial institution;(B)  any conditions imposed by the banking commissioner for the protection of depositors and creditors have been met or otherwise resolved; and(C)  any required filing fees have been paid; and(4)  the bank has received a certificate of authority to do business as the successor financial institution.(d)  Section 32.304 applies to a proposed merger under this section.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.  Amended by Acts 1999, 76th Leg., ch. 344, Sec. 2.010, eff. Sept. 1, 1999.Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 22, eff. September 1, 2007.Acts 2007, 80th Leg., R.S., Ch. 735 (H.B. 2754), Sec. 7, eff. September 1, 2007.Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 10, eff. June 14, 2013.|
TX Fin Code § 33.001 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter A. Transfer of Ownership Interest|Section 33.001. Acquisition of Control

Sec. 33.001.  ACQUISITION OF CONTROL.  (a)  Except as otherwise expressly permitted by this subtitle, without the prior written approval of the banking commissioner a person may not directly or indirectly acquire a legal or beneficial interest in voting securities of a state bank or a corporation or other entity owning voting securities of a state bank if, after the acquisition, the person would control the bank.(b)  For purposes of this subchapter and except as otherwise provided by rules adopted under this subtitle, the principal shareholder of a state bank that directly or indirectly owns or has the power to vote a greater percentage of voting securities of the bank than any other shareholder is considered to control the bank.(c)  This subchapter does not prohibit a person from negotiating to acquire, but not acquiring, control of a state bank or a person that controls a state bank.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 24, eff. September 1, 2007.|
TX Fin Code § 33.003 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter A. Transfer of Ownership Interest|Section 33.003. Hearing and Decision on Acquisition of Control

Sec. 33.003.  HEARING AND DECISION ON ACQUISITION OF CONTROL.  (a)  Not later than the 60th day after the date the notice is published, the banking commissioner shall approve the application or set the application for hearing.  If the banking commissioner sets a hearing, the department shall participate as the opposing party and the banking commissioner shall conduct the hearing and one or more prehearing conferences and opportunities for discovery as the banking commissioner considers advisable and consistent with governing law.  A hearing held under this section is confidential and closed to the public.(b)  Based on the record, the banking commissioner may issue an order denying an application if:(1)  the acquisition would substantially lessen competition, restrain trade, result in a monopoly, or further a combination or conspiracy to monopolize or attempt to monopolize the banking industry in any part of this state, unless:(A)  the anticompetitive effects of the proposed acquisition are clearly outweighed in the public interest by the probable effect of the acquisition in meeting the convenience and needs of the community to be served;  and(B)  the proposed acquisition does not violate the law of this state or the United States;(2)  the financial condition of the proposed transferee, or any member of a group comprising the proposed transferee, might jeopardize the financial stability of the bank being acquired;(3)  plans or proposals to operate, liquidate, or sell the bank or its assets are not in the best interests of the bank;(4)  the experience, ability, standing, competence, trustworthiness, and integrity of the proposed transferee, or any member of a group comprising the proposed transferee, are insufficient to justify a belief that the bank will be free from improper or unlawful influence or interference with respect to the bank's operation in compliance with law;(5)  the bank will not be solvent, have adequate capitalization, or comply with the law of this state after the acquisition;(6)  the proposed transferee has not furnished all information pertinent to the application reasonably required by the banking commissioner;  or(7)  the proposed transferee is not acting in good faith.(c)  If the banking commissioner approves the application, the transaction may be consummated.  If the approval is conditioned on a written commitment from the proposed transferee offered to and accepted by the banking commissioner, the commitment is enforceable against the bank and the transferee and is considered for all purposes an agreement under this subtitle.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.|
TX Fin Code § 33.004 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter A. Transfer of Ownership Interest|Section 33.004. Appeal From Adverse Decision

Sec. 33.004.  APPEAL FROM ADVERSE DECISION.  (a)  If a hearing has been held, the banking commissioner has entered an order denying the application, and the order has become final, the proposed transferee may appeal the order by filing a petition for judicial review.(b)  The filing of an appeal under this section does not stay the order of the banking commissioner.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.|
TX Fin Code § 33.005 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter A. Transfer of Ownership Interest|Section 33.005. Exemptions

Sec. 33.005.  EXEMPTIONS.  The following acquisitions are exempt from Section 33.001:(1)  an acquisition of securities in connection with the exercise of a security interest or otherwise in full or partial satisfaction of a debt previously contracted for in good faith and the acquiring person files written notice of acquisition with the banking commissioner before the person votes the securities acquired;(2)  an acquisition of voting securities in any class or series by a controlling person who has previously complied with and received approval under this subchapter or who was identified as a controlling person in a prior application filed with and approved by the banking commissioner;(3)  an acquisition or transfer by operation of law, will, or intestate succession and the acquiring person files written notice of acquisition with the banking commissioner before the person votes the securities acquired;(4)  a transaction subject to Chapter 202 if:(A)  the acquiring bank holding company currently owns and controls a state bank; or(B)  the post-transaction controlling person:(i)  has previously complied with and received approval as a controlling person under this subchapter; or(ii)  is identified as the controlling person in a merger or other acquisition-related application filed with the banking commissioner concurrently with the submission required by Section 202.001; and(5)  a transaction exempted by the banking commissioner or by rules adopted under this subtitle because the transaction is not within the purposes of this subchapter or the regulation of the transaction is not necessary or appropriate to achieve the objectives of this subchapter.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.  Amended by Acts 1999, 76th Leg., ch. 344, Sec. 2.011, eff. Sept. 1, 1999.Amended by: Acts 2019, 86th Leg., R.S., Ch. 652 (S.B. 1823), Sec. 4, eff. September 1, 2019.|
TX Fin Code § 33.006 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter A. Transfer of Ownership Interest|Section 33.006. Objection to Other Transfer

Sec. 33.006.  OBJECTION TO OTHER TRANSFER.  This subchapter does not prevent the banking commissioner from investigating, commenting on, or seeking to enjoin or set aside a transfer of voting securities that evidence a direct or indirect interest in a state bank, regardless of whether the transfer is governed by this subchapter, if the banking commissioner considers the transfer to be against the public interest.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.|
TX Fin Code § 33.007 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter A. Transfer of Ownership Interest|Section 33.007. Civil Enforcement; Criminal Penalty

Sec. 33.007.  CIVIL ENFORCEMENT;  CRIMINAL PENALTY.  (a)  If the banking commissioner believes that a person has violated or is about to violate this subchapter or a rule of the finance commission or order of the banking commissioner pertaining to this subchapter, the attorney general on behalf of the banking commissioner may apply to a district court of Travis County for an order enjoining the violation and for other equitable relief the nature of the case requires.(b)  A person who knowingly fails or refuses to file the application required by Section 33.002 commits an offense.  An offense under this subsection is a Class A misdemeanor.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.  Amended by Acts 2001, 77th Leg., ch. 867, Sec. 21, eff. Sept. 1, 2001.|
TX Fin Code § 33.101 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter B. Board and Officers|Section 33.101. Voting Securities Held by Bank

Sec. 33.101.  VOTING SECURITIES HELD BY BANK.  (a)  Voting securities of a state bank held by the bank in a fiduciary capacity under a will or trust, whether registered in the bank's name or in the name of its nominee, may not be voted in the election of directors or on a matter affecting the compensation of directors, officers, or employees of the bank in that capacity unless:(1)  under the terms of the will or trust, the manner in which the voting securities are to be voted may be determined by a donor or beneficiary of the will or trust and the donor or beneficiary makes the determination in the matter at issue;(2)  the terms of the will or trust expressly direct the manner in which the securities must be voted so that discretion is not vested in the bank as fiduciary; or(3)  the securities are voted solely by a cofiduciary that is not an affiliate of the bank, as if the cofiduciary were the sole fiduciary.(b)  Voting securities of a state bank that cannot be voted under this section are considered to be authorized but unissued for purposes of determining the procedures for and results of the affected vote.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 25, eff. September 1, 2007.|
TX Fin Code § 33.102 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter B. Board and Officers|Section 33.102. Bylaws

Sec. 33.102.  BYLAWS.  Each state bank shall adopt bylaws and may amend its bylaws for the purposes and according to the procedures provided by the Business Organizations Code.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 26, eff. September 1, 2007.|
TX Fin Code § 33.103 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter B. Board and Officers|Section 33.103. Board of Directors

Sec. 33.103.  BOARD OF DIRECTORS.  (a)  The board of a state bank must consist of not fewer than five but not more than 25 directors, a majority of whom are residents of this state.  The principal executive officer of the bank is a member of the board.  The principal executive officer acting in the capacity of a board member is the board's presiding officer unless the board elects a different presiding officer to perform the duties as designated by the board.(b)  Unless the banking commissioner consents otherwise in writing, a person may not serve as director of a state bank if:(1)  the bank incurs an unreimbursed loss attributable to a charged-off obligation of or holds a judgment against:(A)  the person; or(B)  an entity that was controlled by the person at the time of funding and at the time of default on the loan that gave rise to the judgment or charged-off obligation;(2)  the person is the subject of an order described by Section 35.007(a); or(3)  the person has been convicted of a felony.(c)  If a state bank does not elect directors before the 61st day after the date of its regular annual meeting, the banking commissioner may appoint a conservator under Chapter 35 to operate the bank and elect directors, as appropriate.  If the conservator is unable to locate or elect persons willing and able to serve as directors, the banking commissioner may close the bank for liquidation.(d)  A vacancy on the board that reduces the number of directors to fewer than five must be filled not later than the 30th day after the date the vacancy occurs.   If the vacancy is not timely filled, the banking commissioner may appoint a conservator under Chapter 35 to operate the bank and elect a board of not fewer than five persons to resolve the vacancy.  If the conservator is unable to locate or elect five persons willing and able to serve as directors, the banking commissioner may close the bank for liquidation.(e)  Before each term to which a person is elected to serve as a director of a state bank, the person shall submit an affidavit for filing in the minutes of the bank stating that the person, to the extent applicable:(1)  accepts the position and is not disqualified from serving in the position;(2)  will not violate or knowingly permit an officer, director, or employee of the bank to violate any law applicable to the conduct of business of the bank; and(3)  will diligently perform the duties of the position.(f)  The banking commissioner in the exercise of discretion may waive or reduce the residency requirements for directors set forth in Subsection (a).|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.  Amended by Acts 1999, 76th Leg., ch. 344, Sec. 2.0115, eff. Sept. 1, 1999;  Acts 2001, 77th Leg., ch. 412, Sec. 2.10, eff. Sept. 1, 2001.Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 27, eff. September 1, 2007.|
TX Fin Code § 33.104 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter B. Board and Officers|Section 33.104. Advisory Director

Sec. 33.104.  ADVISORY DIRECTOR.  (a)  An advisory director is not considered a director if the advisory director:(1)  is not elected by the shareholders of the bank;(2)  does not vote on matters before the board or a committee of the board;(3)  is not counted for purposes of determining a quorum of the board or committee; and(4)  provides solely general policy advice to the board.(b)  A state bank may not disclose to an advisory director confidential information pertaining to the bank or the bank's customers unless:(1)  the board adopts a resolution that designates the advisory director as a person who is officially connected to the bank and that describes the purpose for disclosure of the information, which must be a reasonable business purpose;  and(2)  the disclosure is made under a written confidentiality agreement between the bank and the advisory director.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 28, eff. September 1, 2007.Acts 2013, 83rd Leg., R.S., Ch. 940 (H.B. 1664), Sec. 5, eff. June 14, 2013.|
TX Fin Code § 33.105 (2021)
2021 Texas Statutes|Finance Code|Title 3 - Financial Institutions and Businesses|Subtitle A - Banks|Chapter 33 - Ownership and Management of State Bank|Subchapter B. Board and Officers|Section 33.105. Required Monthly Board Meeting

Sec. 33.105.  REQUIRED MONTHLY BOARD MEETING.  (a)  Except as provided by Subsection (b), the board of a state bank shall hold at least one regular meeting each month.(b)  On application by the board, the banking commissioner may grant the board approval to hold regular meetings on a less frequent basis than the period prescribed by Subsection (a).  The commissioner may revoke or modify a prior approval granted under this subsection if the commissioner determines that more frequent regular meetings of the board are necessary to promote the safety and soundness of the bank.(c)  At each regular meeting the board shall review and approve the minutes of the prior meeting and review the operations, activities, and financial condition of the bank.  The board may designate a committee from among its members to perform those duties and approve or disapprove the committee's report at each regular meeting.  Each action of the board must be recorded in its minutes.|Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.Amended by: Acts 2007, 80th Leg., R.S., Ch. 110 (H.B. 2007), Sec. 14, eff. September 1, 2007.Acts 2013, 83rd Leg., R.S., Ch. 940 (H.B. 1664), Sec. 6, eff. June 14, 2013.|