reglab/statecodes huggingface dataset:
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 2 - Petition for Certificate of Authority › Section 5501.5.

5501.5. The articles of incorporation of each domestic association incorporated after January 1, 1984, shall include a statement that it is formed for each of the following purposes:
(a) To engage primarily in the specific business of a savings association and any other lawful activities not prohibited to a savings association by applicable laws and regulations.
(b) To encourage industry, frugality, home building, and the accumulation of savings. That statement shall add either “among its members” or “among its savings account holders” and may also add “and among others.”
(c) For the loaning of the money accumulated, with the interest and earnings thereon. The statement shall add either “to its members” or “to its savings account holders” and the statement may also add “and to others.”
(d) For the repayment subject to the provisions of this division and any act amendatory thereof or supplementary thereto of the savings and interest to each savings account holder whenever the savings account holder desires to withdraw the same, or when the association desires to repay the same.
(e) In the case of a stock association, for the purpose of issuing capital stock and savings accounts.
(f) In the case of a mutual association, for the purpose of accumulating capital by the issuance of savings accounts and to grant holders of savings accounts the right to be a member of the association with entitlement to one vote for each one hundred dollars ($100) of the withdrawal value of each savings account to be voted in person or by proxy to transact the business of the association.
(g) For any and all purposes specified in the Savings Association Law with all the rights, powers, privileges and immunities as set forth in that law.
The above provisions are in lieu of paragraph (1) of subdivision (b) of Section 202 of the Corporations Code and may be supplemented or modified with such provisions as the commissioner may approve.
(Amended by Stats. 1988, Ch. 718, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 2 - Petition for Certificate of Authority › Section 5502.

5502. The commissioner shall not approve any petition for certificate of authority unless it is found from the data furnished with the petition, the evidence adduced at the hearing, if one is held, and official records, that the prerequisites of this division have been complied with and that:
(a) The character, responsibility, financial resources, and general fitness of the persons named in the petition warrant belief that the business of the proposed association will be honestly and efficiently conducted in accordance with the intent and purpose of this division and that the proposed association will have qualified full-time management.
(b) There is a public need for the proposed association and the business plan, and the anticipated volume of business of the proposed association indicates a profitable operation.
(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 2 - Petition for Certificate of Authority › Section 5503.

5503. (a) The commissioner shall, within a reasonable time after the petition is filed, or within a reasonable time after the hearing, if one is held, either approve or deny the petition for a certificate of authority.
(b) If approved, the commissioner shall issue a certificate of approval of the articles of incorporation of the association and shall issue a notice of conditional approval of the petition for a certificate of authority. Upon satisfaction of all of the conditions in the notice, the commissioner shall execute and issue to the association a certificate of authority.
(c) If denied, upon written request of any petitioner, the commissioner shall provide the statutory reason for denial. Denial of the petition is a final decision and the petitioner shall not be entitled to any further administrative remedy. The petitioner shall discontinue the use of the reserved name and provide evidence to the commissioner that the Secretary of State has been notified to release the name reservation.
(Amended by Stats. 1987, Ch. 730, Sec. 2.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 2 - Petition for Certificate of Authority › Section 5504.

5504. Upon issuance of a certificate of approval of articles of incorporation to a proposed association, the commissioner shall attach the original signed copy of the certificate of approval to the original signed copy of the articles and deliver it to the proposed association for filing with the Secretary of State. Corporate existence shall begin on the date of filing of the articles with the Secretary of State. Prior to the date the commissioner issues the association a certificate of authority, the activities of the association shall be limited to completing its organization activities and the association shall not open its office for transacting business with the public.
(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 2 - Petition for Certificate of Authority › Section 5505.

5505. The articles of incorporation of a proposed association shall not be filed in the office of the Secretary of State unless a certificate of approval of the articles of incorporation issued by the commissioner is attached thereto.
(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 2 - Petition for Certificate of Authority › Section 5506.

5506. Within 30 days after the corporate existence of an association begins, the directors of the association shall hold an organization meeting and shall elect officers pursuant to the provisions of this division and the bylaws. At the organization meeting, the directors shall take any other action that is appropriate in connection with the organization of the association. The commissioner may extend by order the time within which the organization meeting shall be held.
(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 3 - Postincorporation Organization of Associations › Section 5600.

5600. (a) The board of directors of an association which is in the process of organization shall select a financial institution within this state as a depository for stock, savings account and mutual capital certificate subscription funds.
(b) The financial institution shall assure the safekeeping of the subscription funds and the delivery of these funds to the association after the issuance of the certificate of authority and after the bonding of the officers. In the event of the failure to complete the organization of the association and to commence business, the financial institution shall insure the return of the amounts collected to the respective subscribers or their assigns, plus any earnings on the funds, less reasonable charges of the financial institution for services as depository of the funds.
(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 3 - Postincorporation Organization of Associations › Section 5601.

5601. Before a certificate of authority is issued, the capital of the association shall be paid into the association and, in the case of stock, shall be the sum of the par or initially stated value of all shares of capital stock, plus the initial paid-in surplus. The minimum required capital shall be established by regulations, or instructions, issued by the commissioner.
(Amended by Stats. 1984, Ch. 287, Sec. 3.5. Effective July 6, 1984.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 3 - Postincorporation Organization of Associations › Section 5602.

5602. In addition to the minimum capital required, the commissioner may require that the consideration for the issuance of capital stock shall be sufficient to create a paid-in surplus in an amount satisfactory to the commissioner. The minimum capital and surplus may be used for the reserves required by law and for other purposes as may be permitted by the board of directors, provided that the par value or stated value of the stock subscribed shall be maintained as the permanent capital of the association, as required by Sections 5604 and 5605.
(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 3 - Postincorporation Organization of Associations › Section 5603.

5603. In the case of a stock association, prior to issuance of a certificate of authority, the association shall file with the commissioner a statement in a form and with supporting data and proof that the commissioner may require, that verifies that the entire capital and paid-in surplus has been unconditionally paid in, that these funds are on deposit with the depository financial institution, and that all conditions contained in the notice of conditional approval of the petition for a certificate of authority have been met.
(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 3 - Postincorporation Organization of Associations › Section 5604.

5604. (a) In the case of a stock association, on or after the date the commissioner issues the association a certificate of authority, the association shall issue the capital stock necessary to satisfy the minimum capital requirements of Section 5601 and any additional capital stock approved for issuance by its board of directors, up to the amount authorized in its articles of incorporation, and shall issue no additional shares except as authorized in this division.
(b) The capital stock of an association, when issued, shall constitute permanent capital and shall not be retired or withdrawn except as provided in this division until all liabilities of the association have been satisfied in full, including the withdrawal value of all savings accounts, and until outstanding capital certificates have been retired.
(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 3 - Postincorporation Organization of Associations › Section 5605.

5605. (a) Any association that does not commence business within one year after the date of the issuance of its certificate of approval of articles of incorporation shall forfeit its certificate of approval of articles of incorporation, unless the commissioner, before the expiration of the one year period, shall have approved the extension of time within which it may commence business, upon a written application stating the reasons for delay. Upon forfeiture, the association’s certificate of approval of articles of incorporation shall expire. Amounts credited on savings accounts or paid in on capital stock, including any income earned on these funds, shall be returned on a pro rata basis to their respective subscribers.
(b) The commissioner shall immediately notify the Secretary of State of forfeiture under this section.
(Amended by Stats. 1986, Ch. 361, Sec. 3.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 3 - Postincorporation Organization of Associations › Section 5606.

5606. (a) Prior to doing business in this state, an association shall obtain and maintain insurance of its savings accounts by the Federal Deposit Insurance Corporation.
(b) Prior to doing business in this state, a foreign savings association, as defined in Sections 10000 and 10010, shall maintain insurance of its savings accounts by the Federal Deposit Insurance Corporation.
(c) The commissioner may enforce any statutes pertaining to, or any regulations of, the Federal Deposit Insurance Corporation or the Office of Thrift Supervision insofar as those statutes and regulations apply to associations, and may enforce any and all other federal statutes and regulations applicable to associations.
(Amended by Stats. 1990, Ch. 1118, Sec. 22.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 3 - Postincorporation Organization of Associations › Section 5612.

5612. For the purposes of this article, “security” means any stock, subordinated debenture, warrant, or right or option to purchase any stock issued by an association.
(Added by Stats. 1988, Ch. 718, Sec. 4.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 3 - Postincorporation Organization of Associations › Section 5613.

5613. (a) No association shall sell, except upon a sale for a delinquent assessment made in accordance with the provisions of the General Corporation Law, or offer for sale, or take subscriptions for, or issue any of its securities (except stock dividends), until the association has applied for and obtained from the commissioner a permit authorizing it to offer, sell or issue that security.
(b) Notwithstanding subdivision (a), an association may enter into agreements for the sale of securities with accredited investors (as defined in Section 230. 215 of the Securities Exchange Commission regulations) or persons approved by the commissioner prior to obtaining a permit pursuant to subdivision (a).
(c) The commissioner may, by regulation, instruction, or order exclude certain transactions from the operation of this section.
(Amended by Stats. 1988, Ch. 718, Sec. 5.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 3 - Postincorporation Organization of Associations › Section 5614.

5614. (a) Except as provided in subdivision (b), no issued and outstanding stock of an association shall be sold or offered for sale to the public, nor shall subscriptions be solicited or taken for those sales, until the association or the selling stockholders have applied for and obtained from the commissioner a permit authorizing the sale of the capital stock.
(b) Subdivision (a) shall not apply to any of the following:
(1) An offering involving less than 10 percent of the issued and outstanding capital stock of an association and less than five hundred thousand dollars ($500,000).
(2) An offering made under a registration statement filed under the Securities Act of 1933.
(3) Any offering exempted by regulation, instruction, or order issued in writing by the commissioner.
(Amended by Stats. 1987, Ch. 730, Sec. 4.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 3 - Postincorporation Organization of Associations › Section 5615.

5615. An application for a permit to sell securities shall be in writing, verified as provided in the Code of Civil Procedure for the verification of pleadings, and shall be filed in the office of the commissioner by the association or the selling stockholders. The application shall include the following:
(a) Regarding the association.
(1) The names and addresses of its officers.
(2) The location of its office.
(3) A balance sheet or statement of its financial condition as of a date within 90 days of the filing date.
(4) A copy of all minutes of any proceedings of its directors, shareholders, or stockholders relating to or affecting the issue of such securities.
(b) Regarding the offering.
(1) A brief description of the method by which the securities are to be offered for sale, including the offering price and the underwriting commissions and expense, if any.
(2) A copy of a prospectus or advertisement or other description of the securities prepared for distribution or publication in accordance with requirements prescribed by the commissioner.
(3) A copy of any contract concerning the sale of the securities.
(4) With respect to any permit issued pursuant to Section 5614, the names and addresses of the selling stockholders and of the officers of any selling corporation and the partners of any selling partnership.
(c) Such additional information as the commissioner may require.
(d) An application fee as prescribed by the commissioner pursuant to Section 9001.
(Amended by Stats. 1988, Ch. 718, Sec. 6.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 3 - Postincorporation Organization of Associations › Section 5616.

5616. Upon the filing of the application for a permit to sell securities, the commissioner shall examine the application and other papers and documents filed therewith, and he or she may make a detailed examination, audit, and investigation of the association and its affairs. If the commissioner finds that the proposed plan for the issue and sale of such securities is fair, just, and equitable, the commissioner shall issue to the applicant a permit authorizing it to issue and dispose of its securities in such amounts and for such considerations and upon such terms and conditions as the commissioner may provide in the permit. If the commissioner does not so find, the commissioner shall deny the application and notify the applicant in writing of his or her decision.
(Amended by Stats. 1988, Ch. 718, Sec. 7.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 3 - Postincorporation Organization of Associations › Section 5617.

5617. Every permit to sell securities shall recite in bold type that the issuance thereof is permissive only and does not constitute a recommendation or endorsement of the securities permitted to be issued.
(Amended by Stats. 1988, Ch. 718, Sec. 8.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 3 - Postincorporation Organization of Associations › Section 5618.

5618. The commissioner may amend, alter, or revoke any permit issued by the commissioner, or temporarily suspend the rights of the association under such permit.
(Added by Stats. 1984, Ch. 287, Sec. 10. Effective July 6, 1984.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 4 - Issuance of Stock and Certificates › Section 5620.

5620. (a) A stock association may issue shares of common stock and preferred stock, with or without par value, and common and preferred stock may be divided into classes and the classes into series.
(b) Stock associations which have withdrawable shares outstanding as of the effective date of this section may continue to issue savings accounts in that form and the holders of these accounts shall have the same rights as they had before this section became law.
(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 4 - Issuance of Stock and Certificates › Section 5621.

5621. (a) With the approval of the commissioner, a mutual association may amend its articles of incorporation to authorize the issuance of stock and may issue stock. Any amendment to the articles of incorporation and bylaws of an association which for the first time authorizes it to issue stock shall be approved by the vote or written assent of a majority of the total votes of members outstanding, except that the amendment shall require approval only of the commissioner and board of directors of an association if the commissioner finds that grounds exist for the appointment of a conservator for the association pursuant to subdivision (a) of Section 8225.
(b) An amendment to the articles of incorporation of an association pursuant to this section may include provisions with respect to the surplus, reserves, and undivided profits of the association and in that case the surplus, reserves, and undivided profits shall be retained and disposed of in accordance with those provisions.
(c) The corporate existence of a mutual association which amends its articles of incorporation pursuant to this section to authorize the issuance of stock and which issues stock shall continue to be, and the resulting stock association shall be deemed to be, a continuation of the mutual association. The Legislature finds and declares that Section 563b.41 (d)(3) of Title 12 of the Code of Federal Regulations sets forth the law of this state with regard to the continuity of corporate existence in mutual association to stock association conversions and that this section has reflected that law from the time of the original adoption of Section 563b.41 of Title 12 of the Code of Federal Regulations.
(Amended by Stats. 1989, Ch. 868, Sec. 2. Effective September 26, 1989.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 4 - Issuance of Stock and Certificates › Section 5622.

5622. Capital stock of a stock association shall be issued pursuant to the following requirements:
(a) Except for stock issued pursuant to a stock dividend, stock split, reverse stock split, reclassification of outstanding stock into stock of another class, exchange of outstanding stock for stock of another class or other change affecting outstanding stock or an employee stock option plan or a plan of merger, consolidation, conversion from a mutual to a stock association, or other type of reorganization that has been approved by the commissioner, the consideration for the issuance of capital stock shall be money paid, debts or securities canceled or tangible or intangible property actually received either by the association or by a wholly owned subsidiary. The par value or stated value of stock shall be maintained as the permanent capital of the association and any additional amount paid in shall be credited to paid-in surplus.
(b) The aggregate par value or stated value of all outstanding shares of capital stock shall be the permanent capital of the association and except as otherwise specifically provided by this division, capital stock shall not be retired until final liquidation of the association.
(c) No association shall reduce the par or stated value of its outstanding capital stock without first obtaining the written approval of the commissioner, and approval shall be withheld if the reduction would cause the par or stated value of outstanding capital stock to be less than the minimum required by this division or would result in less than adequate statutory net worth as the commissioner may determine under Section 6475.
(d) No association shall retire any part of its capital stock unless the retirement is approved by the commissioner.
(e) No association shall make loans secured by its capital stock.
(f) With the written approval of the commissioner, an association may purchase its capital stock or may contract with a stockholder for purchase of stock upon the stockholder’s death. However, the purchase shall not reduce the net worth accounts of the association, or any of them, to an amount less than required by applicable law. An association which agrees with a stockholder to purchase that stockholder’s capital stock upon death may purchase insurance upon the life of the stockholder to fund or partially fund the purchase.
(Amended by Stats. 1987, Ch. 1162, Sec. 6. Effective September 26, 1987.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 4 - Issuance of Stock and Certificates › Section 5624.

5624. An association may issue net worth certificates in accordance with applicable regulations of the Office of Thrift Supervision or the Federal Deposit Insurance Corporation.
(Amended by Stats. 1990, Ch. 1118, Sec. 23.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 5 - Association Name, Office › Section 5650.

5650. Notwithstanding the provisions of subdivision (a) of Section 201 of the Corporations Code and Division 1 of the Financial Code, the name of every association shall include either the words “savings association,” “savings and loan association,” “savings bank” or such other designation as the commissioner may approve. These words shall be preceded by an appropriate descriptive word or words approved by the commissioner.
(Amended by Stats. 1984, Ch. 868, Sec. 5.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 5 - Association Name, Office › Section 5651.

5651. (a) No certificate of approval of articles of incorporation of a proposed association having the same name as an association in existence in this state on the date an application is filed under Section 5401, or a name so nearly resembling it as to be likely to deceive, shall be issued by the commissioner, except to an association formed by the reincorporation, reorganization, or consolidation of the association with other associations, or upon the sale of the property or franchise of an association. The commissioner may presume that the use of any word or words already adopted, appropriated, or used in its corporate name by any association then existing in this state, except the words “the,” “and,” “mutual,” “guarantee,” “building,” “loan,” “savings,” “association,” or “bank,” constitutes such similarity of names as to be likely to mislead the public.
(b) An association shall not adopt or change to a name that will result in unfair competition or public confusion, or be deceptive, scandalous, or otherwise unsuitable.
(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 5 - Association Name, Office › Section 5652.

5652. Except as otherwise authorized under existing law, no person, unless lawfully authorized to do business in this state under the provisions of this division and who is actually engaged in carrying on a savings association business, shall:
(a) Do business under any name or title that contains the following terms:
(1) “Savings association.”
(2) “Savings bank.”
(3) “Savings and loan association.”
(4) “Building and loan association.”
(5) “Building association.”
(6) Any combination employing either or both of the words “building,” or “loan,” with one or more of the words “saving,” “savings,” or words of similar import.
(7) Any combination employing one or more of the words “saving,” “savings,” or words of similar import with one or more of the words “association,” “bank,” “institution,” “society,” “company,” “fund,” “corporation,” or words of similar import.
Notwithstanding the provisions of this subdivision, use of the term “savings bank” in a name or title is not prohibited to any person regulated by the provisions of Division 1 (commencing with Section 99), Division 7 (commencing with Section 18000), or under procedures and regulations promulgated by the Comptroller of the Currency, Federal Reserve Board, Office of Thrift Supervision, Federal Housing Finance Board, or Federal Deposit Insurance Corporation. Any reference to the term “savings bank” in this division is not intended to apply to any person other than persons authorized to do business in this state under this division.
(b) Use any name or sign or circulate or use any letterhead, billhead, circular or paper whatever, or advertise or represent in any manner that indicates or reasonably implies that the business is the character or kind of business carried on or transacted by an association or is likely to lead any person to believe that the business is that of an association.
(Amended by Stats. 1996, Ch. 1064, Sec. 551. Effective January 1, 1997. Operative July 1, 1997.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 5 - Association Name, Office › Section 5653.

5653. Upon application by the commissioner or any association, a court of competent jurisdiction may issue an injunction to restrain any person from violating or continuing to violate any of the provisions of Section 5652. Any person who violates any provision of Section 5652 shall be punished by a fine of not more than five thousand dollars ($5,000), and each day of violation shall constitute a separate offense. The prohibitions of Section 5652 shall not apply to any corporation or association formed for the purpose of promoting the interests of thrift institutions, the membership of which is comprised of thrift institutions, their officers, or other representatives.
(Repealed 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 5 - Association Name, Office › Section 5654.

5654. (a) Without the prior approval of the commissioner, as provided in this division, no association shall do any of the following:
(1) Establish or maintain any office, other than its home office, which shall be in the location named in the certificate of authority.
(2) Change the location or designation of any office from its approved location or designation.
(3) Change its corporate name by amendment of its articles of incorporation and its certificate of authority. A change of name is subject to the same criteria as set out in Sections 5650 and 5651.
(4) Amend its articles of incorporation or bylaws.
(5) Establish or maintain a subsidiary.
(6) Acquire all or substantially all of the assets or savings account liabilities of a branch or branches of another financial institution.
(b) Applications for approval under this section shall be filed in the office of the commissioner, shall include information as prescribed by regulation or written instruction of the commissioner, and shall be accompanied by any filing fee prescribed by the commissioner pursuant to Section 9001.
(c) A public hearing may be held on applications filed under this section in accordance with procedures prescribed by law or by regulations adopted by the commissioner.
(d) No certificate of amendment or other certificate to amend the articles of incorporation of an association shall be filed in the office of the Secretary of State unless there is attached thereto the certificate of the commissioner approving the certificate.
(e) Applicants filing under this division shall publish notice as prescribed by the commissioner.
(Amended by Stats. 1988, Ch. 718, Sec. 9.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 5 - Association Name, Office › Section 5655.

5655. No association shall advertise or hold itself out to the public as a bank. This subdivision shall not be construed to prohibit an association which is a savings bank from advertising or holding itself out to the public as a “savings bank.”
(Added by Stats. 1984, Ch. 287, Sec. 12. Effective July 6, 1984.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 6 - Conversions › Section 5700.

5700. A state association may convert itself into a federal association by following the procedure outlined in Sections 5701 through 5708.
(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 6 - Conversions › Section 5701.

5701. At any regular or special meeting called to consider the conversion of an association into a federal association, in the case of a stock association, the stockholders entitled to vote and any members entitled to vote, by an affirmative majority of the votes cast in person or by proxy; and in the case of a mutual association the members, by action on a proposal approved by the members, may resolve to convert the association into a federal association.
(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 6 - Conversions › Section 5702.

5702. Any executor, administrator, guardian, conservator of a natural person or receiver, and any fiduciary or trustee, and any public corporation, political subdivision, public instrumentality, charitable institution, educational and eleemosynary institution, trust company or financial institution, and any insurance company or cemetery association may, without obtaining court approval:
(a) Vote in person or by proxy in favor of or against converting a state association into a federal association, or may approve or disapprove the determination to so convert.
(b) Exchange any stock, savings accounts, or other rights or claims, for securities issued by the federal association, and hold the securities as legal investments.
(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 6 - Conversions › Section 5703.

5703. Promptly after the meeting approving a conversion into a federal association, the association shall file in the office of the commissioner a certificate verified by the president or vice president and the secretary or assistant secretary of the association. The certificate shall contain a copy of the minutes of the meeting and a statement of the number of stockholders and members entitled to vote and the number voting to approve the determination to convert the association into a federal association. A like certificate shall be filed in the office of the Secretary of State.
(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 6 - Conversions › Section 5704.

5704. A certified copy of the certificate required by Section 5703 filed in the office of the Secretary of State is presumptive evidence of the holding of the meeting, the action taken at the meeting, and of the approval of stockholders and members.
(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 6 - Conversions › Section 5705.

5705. After the meeting of the stockholders and members, the association shall take any action necessary to make it a federal association, and promptly after receipt of the federal charter the association shall file in the office of the commissioner and in the office of the Secretary of State, a copy of the charter issued to it by the Office of Thrift Supervision or a certificate showing the organization of the association as a federal association certified by or on behalf of the Office of Thrift Supervision. Upon the filing of this instrument in the office of the Secretary of State the association ceases to be a state association and is a federal association.
(Amended by Stats. 1990, Ch. 1118, Sec. 25.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 6 - Conversions › Section 5706.

5706. At the time the conversion into a federal association becomes effective the association ceases to be supervised by this state and all of the property of the association, including all of its right, title, and interest in and to all property of every kind and character immediately, by operation of law and without any conveyance, or transfer and without any further act or deed, is vested in the association under its new name and style as a federal association and under its new jurisdiction.
(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 6 - Conversions › Section 5707.

5707. The converted federal association shall have, hold, and enjoy the property mentioned in Section 5706 in its own right as fully and to the same extent as the property was possessed, held, and enjoyed by it as a state association and the federal association shall continue to be responsible for all of the obligations of the converted state association to the same extent as though the conversion had not taken place. The federal association is merely a continuation of the state association under a new name and new jurisdiction and the revision of its corporate structure as is considered necessary for its proper operation under the new jurisdiction.
(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 6 - Conversions › Section 5708.

5708. Where a copy of a charter of a federal association, issued by the Federal Home Loan Bank Board pursuant to the laws of the United States was filed with the Secretary of State prior to September 13, 1941, with the intent of converting a building and loan association organized and existing under the laws of this state into a federal association, those conversions are validated, legalized, ratified and confirmed.
(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 6 - Conversions › Section 5709.

5709. Any federal association may convert itself into an association by following the procedure set forth in Sections 5710 through 5718.
(Amended by Stats. 1984, Ch. 287, Sec. 12.5. Effective July 6, 1984.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 6 - Conversions › Section 5710.

5710. At any regular or special meeting called to consider the action, the stockholders and members entitled to vote by an affirmative majority of the votes cast in person or by proxy, may resolve to convert a federal association into an association.
(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 6 - Conversions › Section 5711.

5711. Copies of the minutes of the proceedings of the meeting of the stockholders or members in which they vote to convert into an association, verified by the president or vice president and the secretary or an assistant secretary, shall be filed promptly after the meeting in the office of the commissioner, and, in duplicate, with the federal home loan bank of which the association is a member.
(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 6 - Conversions › Section 5712.

5712. The verified copies of the minutes of the meeting, when filed as required by Section 5711, are presumptive evidence of the holding and action of the meeting.
(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 6 - Conversions › Section 5713.

5713. After a meeting as provided for in Section 5710, the federal association shall take or cause to be taken such action as shall make it an association in the manner prescribed and authorized by this division. The directors elected at the meeting shall file the documents with applicable fees and take such proceedings as are required by this division in the case of the original incorporation of an association. The decision for approval or denial shall be issued in writing. No association incorporated by conversion from a federal association is required to comply with any of the provisions of law or any regulations promulgated by the commissioner relating to the minimum amounts of capital required to be subscribed in connection with the original incorporation of an association under this division.
(Amended by Stats. 1986, Ch. 361, Sec. 4.5.)
2023 California Code › Financial Code - FIN › DIVISION 2 - SAVINGS ASSOCIATION LAW › CHAPTER 2 - Corporate Organization and Corporate Changes › ARTICLE 6 - Conversions › Section 5714.

5714. The directors of an association converted from a federal association may insert in the articles of incorporation the following statement: “This association is incorporated by conversion from a federal savings and loan association. ”
(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 6 - Conversions › Section 5715.

5715. Promptly after the filing of the articles of incorporation with the Secretary of State, there shall be filed with the federal home loan bank of which the association is a member, two copies of the articles of incorporation, certified by the Secretary of State.
(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 6 - Conversions › Section 5716.

5716. Upon the filing of the articles of incorporation with the Secretary of State, the federal association ceases to be a federal association and is an association under the laws of this state. All of the property of the federal association, including all of its right, title, and interest in and to all property of every kind and character immediately, by operation of law and without any conveyance or transfer, and without any further act or deed, is vested in the association under its new name and style as an association and under its new jurisdiction.
(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 6 - Conversions › Section 5717.

5717. The converted association shall have, hold, and enjoy the property mentioned in Section 5716 in its own right as fully and to the same extent as the property was possessed, held and enjoyed by it as a federal association and the converted association continues responsible for all of the obligations of the converted federal association to the same extent as though conversion had not taken place. The association is merely a continuation of the federal association under a new name and new jurisdiction and such revision of its corporate structure as is considered necessary for its proper operation under the new jurisdiction.
(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 6 - Conversions › Section 5718.

5718. In the event stock is to be issued by the converted association, the commissioner may issue an organizing permit to the federal association or to the board of directors elected to serve after conversion, authorizing the association or the board of directors to take subscriptions to stock, to collect subscription payments and to impound the payments pending the issuance of stock, and authorizing the converted association to issue stock after the filing of its articles of incorporation with the Secretary of State. The commissioner may require that all stock to be initially issued be subscribed and fully paid. The commissioner may also issue a certificate of authority to the converted association to be effective upon filing of its articles of incorporation, and may also issue any other orders and permits necessary to authorize the association to continue business without interruption upon the filing of its articles of incorporation.
(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 5750.

5750. (a) Pursuant to a plan or agreement (referred to as “agreement” in this article) adopted by the board of directors and approved by the commissioner as fair, just and equitable, and as adequately protecting the interests of the association, its members, or stockholders, its savings account holders and the public, an association shall have the power to reorganize or to merge or consolidate with or transfer all or substantially all its assets to another association or federal association, or any other corporation, provided that the principal terms of the plan of the reorganization, merger, consolidation, or transfer shall, in the case of a stock association, be approved at an annual meeting or at any special meeting, or by the written consent of the stockholders voting on the action, by not less than a majority of the total number of votes eligible to be cast. In the case of a mutual association, if required by the commissioner, the principal terms of such a plan shall be approved by members representing not less than a majority of the voting power.
(b) In all cases the survivor association shall succeed to all the rights, obligations, and relations of the constituent associations.
(c) As a step in a plan of the reorganization, merger, consolidation, or transfer under this section, an interim corporation may be formed. As used in this section, “interim corporation” means a corporation formed to facilitate the acquisition of 100 percent of the voting stock of an existing association or other insured stock institution by or for a newly formed company or an existing savings and loan holding company or to facilitate any other transaction the commissioner may approve.
(Amended by Stats. 1987, Ch. 730, 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 5751.

5751. At the sole discretion of the commissioner a public hearing may be held on applications filed under this article, in accordance with procedures established by the commissioner by regulation.
(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 5752.

5752. Applications filed under this article shall be accompanied by any applicable filing fee prescribed by the commissioner pursuant to Section 9001.
(Added by Stats. 1983, Ch. 1091, Sec. 2.)