reglab/statecodes huggingface dataset:
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 7 - Power to Reorganize, Merge, Consolidate, or Transfer Assets › Section 5753.

5753. The provisions of Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code shall apply only to stockholders and shares of stock owned by them in the association being merged, or where assets are being transferred into a surviving association, or where a merger or transfer is approved under the provisions of this article by written consent of the stockholders.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 7 - Power to Reorganize, Merge, Consolidate, or Transfer Assets › Section 5754.

5754. In a merger the agreement shall state any matters with respect to which the articles of the surviving association are deemed amended and the articles shall be amended accordingly, without any further proceedings, upon the effective date of the merger, but with respect to any amendments, the agreement shall meet the requirements of Section 907 of the Corporations Code in identifying any provisions to be amended, stricken, or added and shall set forth in full the wording of the provision as amended or added or the wording of the amended articles if they be amended in full.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 7 - Power to Reorganize, Merge, Consolidate, or Transfer Assets › Section 5755.

5755. When a merger or consolidation agreement has been approved by the directors and the stockholders or members of an association, the association shall mail notice of the approval to each of its stockholders or members at least 10 days before filing the certificate as provided in this section unless the consents of all stockholders or members entitled to vote have been solicited and received in writing.
After approval by the directors and stockholders or members has been given, the association shall prepare and submit to the commissioner for written approval a certificate in the form of an officers’ certificate (Section 173 of the Corporations Code) which shall set forth the following:
(a) An identification of the agreement of merger or consolidation by reference to names of parties and date.
(b) That the agreement was approved by the board of directors of the association.
(c) The total number of outstanding shares of each class of stock entitled to vote, or in the case of a mutual association the total value of accounts outstanding.
(d) That the principal terms of the agreement were approved by the vote or written consent of a number of shares of each class of stock which equaled or exceeded the vote required, or in the case of a mutual association that approval by the members was not required by the commissioner or that the principal terms of the agreement were approved by the vote or written consent of members holding a total value of accounts which equaled or exceeded the vote required.
(e) The percentage vote required of each class.
(f) That the agreement for merger or consolidation submitted to the commissioner for written approval and for filing with the Secretary of State concurrently with this certificate is the agreement hereinabove referred.
(g) Any additional matters that the commissioner may require.
(Amended by Stats. 1986, Ch. 361, Sec. 5.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 7 - Power to Reorganize, Merge, Consolidate, or Transfer Assets › Section 5756.

5756. Any amendment to a merger or consolidation agreement may be adopted, and the agreement so amended may be approved at the meeting of the stockholders or members of any of the associations or by written consent of the stockholders or members, in the same manner and by the same vote as the original agreement. If the agreement so amended is approved at a meeting or by written consent by the stockholders or members and by the board of directors of each of the associations by the vote or written consent required for approval of the original agreement, the agreement so amended shall be signed and acknowledged and shall have certified therewith the approval of the directors and of the stockholders or members in the same manner as provided for in the original agreement, and shall then constitute the merging or consolidating agreement.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 7 - Power to Reorganize, Merge, Consolidate, or Transfer Assets › Section 5757.

5757. Notwithstanding any other provision of law, the approval of transactions under this article shall not be required by any borrowers or by holders of savings accounts in associations that issue stock.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 7 - Power to Reorganize, Merge, Consolidate, or Transfer Assets › Section 5758.

5758. The executed agreement, or an executed counterpart of it and the respective certificate of each constituent association or any other corporation and of the surviving association shall be filed with the Secretary of State. Neither the agreement nor any certificate shall be filed, however, unless the commissioner’s written approval is attached. The effective date of the merger or consolidation under this article shall be the date of the filing with the Secretary of State of the copy of the approved agreement of merger or consolidation. A copy of the approved agreement certified by the Secretary of State shall be filed with the commissioner.
If the resulting association is a federal association, the effective date of merger shall be the date the merger is effective under regulations of the Office of Thrift Supervision.
(Amended by Stats. 2006, Ch. 773, Sec. 47. Effective September 29, 2006.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 7 - Power to Reorganize, Merge, Consolidate, or Transfer Assets › Section 5759.

5759. An association may acquire all or at least 90 percent of the issued and outstanding stock of another association, or any other corporation, with the prior written approval of the commissioner upon conditions that the commissioner may impose as a step in a plan of merger to be approved by the commissioner. The acquisition of stock shall be upon terms as may be approved by the board of directors of the acquiring association and ratified by the vote or written consent of holders of a majority of the outstanding stock of each class of stockholders of the acquiring association.
(Amended by Stats. 1984, Ch. 868, Sec. 7.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 7 - Power to Reorganize, Merge, Consolidate, or Transfer Assets › Section 5761.

5761. The directors of an association may, in their discretion, abandon a transaction under this article, subject to the rights of third parties under any contracts relating thereto, without further action or approval by the stockholders or members of the association, at any time before the transaction has been completed.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 7 - Power to Reorganize, Merge, Consolidate, or Transfer Assets › Section 5762.

5762. The commissioner may adopt rules and regulations relating to any transaction regulated by this article.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5800.

5800. For the purposes of this article the following words and phrases shall have the following meanings:
(a) “Savings and loan holding company” means any person that either, directly or indirectly, or acting in concert with one or more other persons:
(1) Owns, controls, or holds with power to vote, or holds proxies to vote:
(A) Where the association or savings and loan holding company has fewer than 500 stockholders or members, 25 percent or more of the outstanding voting capital stock of any capital stock association or savings and loan holding company or 25 percent or more of the total number of votes or proxies of votes eligible to be cast by the members of any mutual association located in this state.
(B) Where the association or savings and loan holding company has at least 500 stockholders or members, 10 percent or more of the outstanding voting capital stock of any capital stock association or savings and loan holding company or 10 percent or more of the total number of votes or proxies of votes eligible to be cast by the members of any mutual association located in this state.
(2) Controls in any manner, whether by the holding of proxies or otherwise, the election of a majority of the directors of any association or savings and loan holding company located in this state.
(b) Notwithstanding subdivision (a), an individual or group of individuals shall not be deemed to be a “savings and loan holding company” solely because an individual or group of individuals solicits, holds, or votes proxies in an association if, at the time of receiving the proxies, the individual or group of individuals serve as directors of the association and solicited or received the proxies pursuant to authorization by the board of directors of the association.
(c) “Subsidiary” of a person means any person, except an individual that is directly or indirectly owned, controlled, or otherwise held by that person to the extent or in the manner described in the preceding subdivision.
(d) “Completed application” means an application for acquisition of control of an association, as filed with the commissioner, together with any amendments by the applicant, additional information requested in writing by the commissioner, and accompanied by the applicable filing fee pursuant to Section 9001. If the additional required information is not received within 30 days of the date of the request, the commissioner may consider the application complete upon written notice to the applicant.
(Amended by Stats. 1987, Ch. 730, Sec. 6.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5801.

5801. (a) Except as provided in subdivision (b), no person may become a savings and loan holding company, or thereafter register under Section 5804, unless the commissioner approves a completed application. The application shall be in a form prescribed by the commissioner, contain the following information and any additional information that the commissioner may determine by regulation or by written instructions to be necessary or appropriate to preserve the public interest, the integrity of the state’s savings association system, and to protect the interests of savings account holders, borrowers, and stockholders resident in this state:
(1) The identity, experience, and financial and managerial resources of each acquiring person by whom or on whose behalf the application is made.
(2) The terms, conditions, and method of any proposed acquisition, including copies of all tender offers used or to be used in connection with any proposed acquisition of capital stock.
(3) The source, kind, and amount of the consideration used or to be used in making the acquisition, and, if any part of the consideration has been or is to be borrowed or otherwise obtained for the purpose of making the acquisition, a description of the transaction and the names of all participating persons.
(4) Any plans or proposals that any acquiring person may have to liquidate or convert the association or savings and loan holding company, to sell its assets or merge it with any company, to change the number of its employees in this state or the terms and conditions of their employment, or to make any other substantial change in its business, corporate structure, management or employees upon becoming a holding company.
(5) The names of those officers and directors that the acquiring person proposes to install in any change of managements, and for each of those officers and directors a financial statement, a description of experience in savings association related matters, and a statement as to whether the officer or director ever has been found guilty of misrepresentation, fraud, or financial misdealings.
(6) If any tender offer, request or invitation for tenders or other agreement to acquire control is proposed to be made by means of a registration statement under the federal Securities Act of 1933, as amended, or in circumstances requiring the disclosure of similar information under the federal Securities Exchange Act of 1934, as amended, or in an application filed with the Office of Thrift Supervision or Federal Deposit Insurance Corporation requiring similar disclosure, that registration statement or application may be filed with the commissioner in lieu of the requirements of this section.
(b) The commissioner may exempt any transaction from the operation of this section if the commissioner determines that regulation of the transaction is not necessary or appropriate.
(Amended by Stats. 1990, Ch. 1118, Sec. 27.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5802.

5802. The commissioner shall within 60 days after the date of filing of a completed application, unless good cause is shown why a decision to approve or deny could not be made within 60 days, approve the application with any conditions reasonably necessary or advisable in the public interest, or deny the application. The commissioner shall determine whether the following criteria are met, and if the criteria are not met, the application shall be denied:
(a) The acquisition, under any federal or state law, will not substantially lessen competition and will not in any manner be in restraint of trade or result in a monopoly, or be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the savings association business in any part of the state unless the commissioner finds that the anticompetitive effects of the proposed acquisition are clearly outweighed in the public interest in meeting the convenience and needs of the community that the association serves.
(b) The financial condition of any acquiring person will not jeopardize the financial stability of the association or the savings and loan holding company sought to be acquired and will not prejudice the interest of the savings account holders, borrowers, or stockholders of the association and is in the public interest.
(c) The plan or proposal under which the acquiring person intends to liquidate the savings association or the savings and loan holding company, to sell its assets or to merge it with any person or association, or to make any other major change in its business or corporate structure or management, is fair and reasonable to the association, its savings account holders, borrowers, and resident stockholders, and will not tend to impair the integrity of the state’s savings association system, and is in the public interest.
(d) The competence, experience, integrity, and resources of any acquiring person indicate that approval would be in the interest of the association, its savings account holders, borrowers, and resident stockholders and of the community that the association serves.
(e) The requirements of this article have been met.
(f) The acquisition would not violate state or federal law and the commissioner determines that approval is in the public interest.
(g) The applicant has provided all information requested by the commissioner.
(Amended by Stats. 1987, Ch. 730, Sec. 8.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5803.

5803. (a) After the decision under this article by the commissioner either approving or denying the application, upon the filing with the commissioner within 30 days after the date of the decision of a written request for a hearing by any person aggrieved by the decision, the commissioner shall hold a public hearing on the merits of the request, after which the decision shall be affirmed, modified, or reversed.
(b) The commissioner shall have authority to amend, suspend, or revoke an approval of the application for acquisition of control upon failure of the applicant to meet the conditions of the approval, or upon a finding that the approval was based on false statements, misrepresentations, or omission of material facts.
(Amended by Stats. 1987, Ch. 730, Sec. 9.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5804.

5804. (a) Within 60 days following approval, or a later date if extended by the commissioner, each savings and loan holding company shall register with the commissioner in a prescribed form which shall require information with respect to the financial condition, ownership, operations, management, and intercompany relationships of the savings and loan holding company and its subsidiaries, and related matters as the commissioner may deem necessary or appropriate.
(b) The registration shall automatically expire if the approval of the application for acquisition of control is revoked or suspended or the person ceases to be a savings and loan holding company.
(c) The commissioner shall be notified in writing by a registered savings and loan holding company upon any change in its beneficial or legal ownership of stock of an association.
(Amended by Stats. 1987, Ch. 730, Sec. 10.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5806.

5806. Each savings and loan holding company, which is not an individual, shall pay an initial and an annual registration fee of five hundred dollars ($500) if the registrant’s association subsidiaries have total assets of up to one hundred million dollars ($100,000,000) or one thousand dollars ($1,000) if the subsidiaries have total assets of one hundred million dollars ($100,000,000) or more. These fees shall be paid within 30 days following notice from the commissioner that payment is due.
(Amended by Stats. 1989, Ch. 868, Sec. 3. Effective September 26, 1989.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5807.

5807. When a savings and loan holding company has satisfied the requirements of this article, the commissioner shall issue the holding company a certificate of registration, and shall send a copy to each association subsidiary in this state with respect to which the holding company has registered.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5808.

5808. No association that is a subsidiary in this state of any savings and loan holding company that does not have in effect a certificate of registration for that association as required by this article or whose holding company has failed to comply with (1) an order of a court made in respect to the provisions of this division or (2) an order of the commissioner under Section 8200, shall knowingly, without consent of the commissioner, do any of the following:
(a) Transfer or register stock or other securities on its books for or issue certificates to its holding company.
(b) Pay dividends on stock of which its holding company is the record or beneficial owner.
(c) Permit the voting of stock owned or controlled by its holding company.
(d) Make any other payments of any nature to its holding company.
(e) Enter into any agreement, contract, or transaction with its holding company.
(Amended by Stats. 1987, Ch. 730, Sec. 11.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5809.

5809. (a) The commissioner from time to time may require reports from any savings and loan holding company and its subsidiaries in a format deemed necessary or appropriate and relevant to the jurisdiction and responsibilities of the commissioner under this division. Any savings and loan holding company and its subsidiaries shall file reports and be subject to examination as required by the commissioner in the manner provided for associations in Article 3 (commencing with Section 8150) of Chapter 7.
(b) The cost of any examination may be assessed against each savings and loan holding company examined and the assessment shall be paid to the department.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5810.

5810. The commissioner shall have the enforcement powers with respect to savings and loan holding companies and their subsidiaries that are provided with respect to associations in Section 8200.
(Amended by Stats. 1987, Ch. 1162, Sec. 9. Effective September 26, 1987.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 8 - Holding Companies and Stock Acquisitions › Section 5811.

5811. This article shall not apply to an acquisition of stock made pursuant to a plan or agreement of reorganization, merger, consolidation, or transfer of assets under Section 5750.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 9 - Dissolution › Section 5850.

5850. (a) An association may dissolve pursuant to the General Corporation Law (Division 1 (commencing with Section 100) of Title 1 of the Corporations Code).
(b) In the case of a mutual association, the required vote of members to elect voluntarily to wind up and dissolve shall be by members representing 50 percent or more of the voting power required to elect directors of the association.
(c) No certificate of election to dissolve or certificate of dissolution of an association shall be filed with the Secretary of State unless there is attached thereto the certificate of the commissioner approving the same.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 10 - Mutual Holding Companies › Section 5860.

5860. Notwithstanding any other provision of law, but subject to prior approval of the commissioner, any mutual association may reorganize so as to become a mutual holding company by causing a reorganized savings and loan association to be incorporated and organized as a stock association under this chapter, transferring to the reorganized stock association a substantial part of the assets of that mutual association and causing the reorganized stock association to assume all or a substantial part of the liabilities of the mutual association, including all of its savings account liabilities.
(Added by Stats. 1988, Ch. 718, Sec. 10.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 10 - Mutual Holding Companies › Section 5861.

5861. Upon transfer of assets and assumption of liabilities pursuant to Section 5860, persons who prior thereto held savings accounts with, or other rights as creditors of, the mutual association with respect to accounts and liabilities transferred shall have such accounts and rights solely with respect to the reorganized stock association, and the corresponding liability or obligation of the mutual association to those persons shall be assumed by the reorganized stock association without a change in terms. Persons who had ownership, liquidation, or voting rights with respect to the mutual association shall continue to have those rights solely with respect to the mutual association in its reorganized form as a mutual holding company.
(Added by Stats. 1988, Ch. 718, Sec. 10.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 10 - Mutual Holding Companies › Section 5862.

5862. A reorganization of a mutual association pursuant to this article shall be approved by the board of directors and by the members of the mutual association.
(Added by Stats. 1988, Ch. 718, Sec. 10.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 10 - Mutual Holding Companies › Section 5863.

5863. An application to the commissioner for approval of a reorganization under this article shall contain such relevant information as the commissioner may require. The commissioner may disapprove any proposed mutual holding company formation and refuse to issue a certificate of authority for the reorganized stock association only if within 60 days after the date of filing of a completed application he or she finds the following:
(a) The disapproval is necessary to prevent unsafe and unsound practices.
(b) The financial or managerial resources of the mutual association warrant disapproval.
(c) The mutual association fails to furnish the information required by the commissioner pursuant to this section.
(d) The mutual association fails to comply with the requirements of Section 5862.
(Added by Stats. 1988, Ch. 718, Sec. 10.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 10 - Mutual Holding Companies › Section 5864.

5864. In connection with reorganization pursuant to the provisions of this article, a mutual association may, subject to the approval of the commissioner, retain capital assets at the holding company level to the extent that the capital exceeds adequate reserves as prescribed by state or federal law.
(Added by Stats. 1988, Ch. 718, Sec. 10.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 10 - Mutual Holding Companies › Section 5865.

5865. A mutual holding company shall be deemed to be a savings association continuing its organization under this division and may engage only in activities authorized for an association, but may not issue or accept savings accounts or other deposits and the provisions of subdivision (a) of Section 5606 requiring insurance of savings accounts by the Federal Deposit Insurance Corporation shall not be applicable. The articles of incorporation of the mutual holding company shall be amended to delete any inappropriate statements otherwise required by Section 5501.5 and shall include the following statement:
“This corporation is a mutual holding company organized under the California Savings Association Law (Article 10 (commencing with Section 5860) of Chapter 2 of Division 2 of the Financial Code).”
(Amended by Stats. 1990, Ch. 1118, Sec. 28.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 10 - Mutual Holding Companies › Section 5866.

5866. Sections 5801, 5802, and 5803 shall not apply to a reorganization pursuant to this article.
(Added by Stats. 1988, Ch. 718, Sec. 10.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 10 - Mutual Holding Companies › Section 5867.

5867. Notwithstanding any other provision of law, a reorganized stock association may exercise any and all powers, rights, and privileges of and be subject to all limitations not inconsistent with this article which are applicable to stock associations as provided in this division.
(Added by Stats. 1988, Ch. 718, Sec. 10.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 10 - Mutual Holding Companies › Section 5868.

5868. A reorganized stock association shall have the power to issue additional amounts of capital stock to the mutual holding company of which it is a subsidiary and, in addition, to other persons an amount of capital stock and securities convertible into capital stock which in the aggregate does not exceed 49 percent of the issued and outstanding capital stock of that organized association. For the purposes of the 49 percent limitation, any issued and outstanding securities that are convertible into capital stock shall be considered issued and outstanding capital stock.
(Added by Stats. 1988, Ch. 718, Sec. 10.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 1 - Meetings of Members of Mutual Associations › Section 6000.

6000. An annual meeting of the members of each mutual association shall be held at a time and place fixed in the bylaws of the association.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 1 - Meetings of Members of Mutual Associations › Section 6001.

6001. Special meetings of the members of a mutual association may be called at any time by the president or the board of directors, and shall be called by the president, a vice president, or the secretary upon the written request of members holding of record in the aggregate at least 10 percent of the outstanding savings deposits of the association. Such written request shall state the purposes of the meeting and shall be delivered at the principal office of the association addressed to the president.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 1 - Meetings of Members of Mutual Associations › Section 6002.

6002. Notice of each annual and special meeting shall be either published once a week for the two successive calendar weeks (in each instance on any day of the week) immediately prior to the week in which such meeting shall convene, in a newspaper printed in the English language and of general circulation in the city or county in which the principal office of the association is located, or mailed postage prepaid at least 15 days and not more than 45 days prior to the date on which such meeting shall convene to each of its members of record at the last address of the member appearing on the books of the association. Such notice shall state the name of the association, the place of the meeting, the time when it shall convene and, in the case of a special meeting, the purpose or purposes for which the meeting is called. A similar notice shall be posted in a conspicuous place in each of the offices of the association during the 14 days immediately preceding the date on which such meeting shall convene. Notice need not be given to any member who in person or by proxy, in writing, waives notice of such meeting.
(Amended by Stats. 1985, Ch. 983, Sec. 2.5. Effective September 26, 1985.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 1 - Meetings of Members of Mutual Associations › Section 6003.

6003. In the consideration of all questions requiring action by the members of a mutual association, each member shall be entitled to cast one vote for each one hundred dollars ($100), or fraction thereof, of the withdrawal value of his or her savings account or accounts. No member, however, shall be entitled to cast more than 1,000 votes nor shall votes be cumulated for the election of directors.
(Amended by Stats. 1984, Ch. 287, Sec. 14.7. Effective July 6, 1984.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 1 - Meetings of Members of Mutual Associations › Section 6004.

6004. (a) In order that the association may determine the members entitled to notice of any meeting or to vote or entitled to receive any distribution or entitled to exercise any rights in respect of any other lawful action, the board of directors of the association may fix, in advance, a record date, which shall not be more than 60 or less than 10 days prior to the date of such meeting or more than 60 days prior to any other action, provided, however, that if the provisions hereof conflict with the provisions of any federal statute or regulation relating to fixing of record dates for associations, the provisions of the federal statute or regulation shall prevail.
(b) If no record date is fixed pursuant to subdivision (a) above:
(1) The record date for determining members entitled to notice of or to vote at a meeting of members shall be at the close of business on the business day next preceding the day on which notice is given or first published, or if notice is waived, at the close of business on the business day next preceding the date on which the meeting is held.
(2) The record date for determining members entitled to give consent to action in writing without a meeting, when no prior action by the board of directors has been taken, shall be the date on which the first written consent is given.
(3) The record for determining members for any other purpose shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.
(c) A determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 1 - Meetings of Members of Mutual Associations › Section 6005.

6005. At any meeting of the members, voting may be in person or by proxy, provided that no proxy is eligible to be voted at any meeting unless it has been filed with the secretary of the association, for verification, prior to the meeting. Each proxy shall be in writing 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 delivered to the secretary or by a subsequent proxy executed by the member executing the prior proxy or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the association. Section 604 of the Corporations Code does not apply to any mutual association.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 1 - Meetings of Members of Mutual Associations › Section 6006.

6006. Any number of members present at a regular or special meeting of the members shall constitute a quorum. A majority of all votes cast at any meeting of members shall determine any question unless this division specifically provides otherwise.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 2 - Access to Books and Records; Communication with Stockholders or Members; Derivative Actions › Section 6050.

6050. (a) The register of stockholders or members, the books of account, and the minutes of an association shall be subject to inspection upon the written demand of any stockholder or member or group of stockholders or members at any reasonable time during usual business hours, for a proper purpose reasonably related to the stockholder’s or member’s interest. The right of inspection is limited to a stockholder, or member, or group of stockholders or members, who hold of record voting shares having a cost of not less than one hundred thousand dollars ($100,000), or who hold of record voting shares constituting not less than 1 percent of the outstanding voting shares, provided in either case, the stockholder, member, or group of stockholders or members, have been holders of record of the voting shares for at least six months before making the written demand. The right of inspection created by this subdivision shall extend to the records of each subsidiary of an association subject to this subdivision and includes the right to make extracts.
(b) Notwithstanding the right of inspection granted in subdivision (a), no stockholder, member, or group of stockholders or members, shall have the right to inspect or make extracts of any portion of any register, book, or minutes of an association containing any of the following:
(1) A list of depositors in or borrowers from the association.
(2) The addresses of depositors or borrowers from the association.
(3) Individual deposit or loan balances or records. “Records” for the purposes of this paragraph means confidential facts pertaining to personal financial information about an individual, including, but not limited to, an individual’s credit file and any loan application.
(4) Any data from which any of the information described in paragraphs (1) to (3), inclusive, could be reasonably constructed.
(c) Each association director shall have the right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of that association. The inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts. In the case of foreign associations the right of inspection extends only to books, records, documents, and property located in this state.
(d) Savings accountholders who are not stockholders, members, or directors of an association shall have no right of inspection under this section.
(Amended by Stats. 1991, Ch. 458, Sec. 1.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 2 - Access to Books and Records; Communication with Stockholders or Members; Derivative Actions › Section 6051.

6051. (a) If any member, members, stockholder or stockholders desire to communicate with other members or stockholders of an association about 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. If after examination of the facts the commissioner finds it to be appropriate, truthful, and in the best interests of the association and the association’s members or stockholders, the commissioner shall execute a certificate setting out the facts and findings and shall 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 payment to it by those making the request of the expenses of preparation and mailing.
(b) 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 may deny or make other disposition of the request to communicate deemed proper and shall execute a certificate setting out facts and findings and deliver it to the party or parties making the request together with an order denying or making other disposition of the request.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 2 - Access to Books and Records; Communication with Stockholders or Members; Derivative Actions › Section 6052.

6052. (a) No action may be instituted or maintained in the right of any association by any savings account holder who is not a stockholder or member of the association.
(b) An action may be instituted or maintained in the right of an association by a stockholder or member of that association only if all the following conditions exist:
(1) The plaintiff alleges in the complaint that the plaintiff was a registered stockholder or member at the time of the transaction or any part of it, or that the stock or membership devolved upon the plaintiff by operation of law from a holder who was a holder at the time of the transaction or any part of it.
(2) The plaintiff alleges in the complaint with particularity the efforts of the plaintiff to secure from the board of directors the desired action and alleges further that the plaintiff has either informed the association or its board of directors in writing of the ultimate facts of each cause of action against each defendant director or delivered to the association or its board of directors a true copy of the complaint which plaintiff proposes to file, and the reasons for the plaintiff’s failure to obtain the desired action or the reasons for not making an effort to secure the desired action from the association.
(3) The commissioner has determined, after a hearing upon at least 20 days’ written notice to the association and each of its directors, that the action is proposed in good faith and that there is a reasonable probability that the prosecution of the action will benefit the association and its stockholders or members.
(c) Subdivisions (c), (d), (e), and (f) of Section 800 of the Corporations Code apply to any actions under this section.
(Repealed and added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 2 - Access to Books and Records; Communication with Stockholders or Members; Derivative Actions › Section 6053.

6053. In the case of an association which converts from a mutual association to a stock association, for a period of up to five years from the date of conversion, special meetings of the stockholders of a stock association may be called at any time by the president, or the board of directors, and shall be called by the president, vice president, or secretary upon the written request of stockholders holding of record in the aggregate at least 20 percent of the outstanding shares of the association, which request shall state the purpose of the meeting and shall be delivered at the principal office of the association addressed to the president. The date for any special meeting called by stockholders shall be set by the board of directors and shall be not less than 60 nor more than 90 days after the date of receipt of the request.
(Added by Stats. 1984, Ch. 868, Sec. 8.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 3 - Financial Statement Publication › Section 6100.

6100. Each association shall prepare and publish annually within the time prescribed by the commissioner in a newspaper of general circulation in the county in which its home office is located, and shall deliver to each member or stockholder upon request, a statement of its financial condition in the form prescribed or approved by the commissioner.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 4 - Directors › Section 6150.

6150. (a) The business of each association shall be directed by a board of directors elected by ballot by a plurality of the votes of the members or stockholders present or voting by proxy.
(b) Each director and officer of an association has a legal responsibility and fiduciary duty to administer the affairs of and provide sound management to the association.
(c) In the case of an association which converts from a mutual association to a stock association, for a period of up to five years from the date of conversion, cumulative voting shall not be required in the election of directors unless otherwise provided in the association’s articles of incorporation.
(Amended by Stats. 1986, Ch. 1158, Sec. 2. Effective September 26, 1986.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 4 - Directors › Section 6151.

6151. No person shall be eligible for election or shall serve as a director or officer of an association who has been convicted of a criminal offense involving dishonesty or a breach of trust.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 4 - Directors › Section 6152.

6152. (a) A director shall automatically cease to be a director upon becoming the subject of an order for relief in bankruptcy or upon conviction of a criminal offense involving dishonesty or a breach of trust.
(b) In the case of an association which converts from a mutual association to a stock association, for a period of up to five years from the date of the conversion, a director may not otherwise be removed except for cause on the affirmative vote of a majority of the votes of members or stockholders eligible to be cast at a legal meeting.
(Amended by Stats. 2009, Ch. 500, Sec. 36. (AB 1059) Effective January 1, 2010.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 3 - Corporate Administration › ARTICLE 4 - Directors › Section 6153.

6153. Directors shall be elected for periods of three years and until their successors are elected and qualified, but provision shall be made for the election of approximately one-third of the board of directors each year.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)