reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 1 - Consolidation, Merger or Transfer of State Banks. › Section 5-7A-1 - Banks May Merge or Consolidate; Transfer of Place of Business.

Section 5-7A-1
Banks may merge or consolidate; transfer of place of business.
Any bank may consolidate or merge with or transfer its assets and liabilities to another bank and any bank may move its office or place of business from one city or town to another city or town within the state.
(Acts 1980, No. 80-658, §5-7-1.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 1 - Consolidation, Merger or Transfer of State Banks. › Section 5-7A-2 - Proceedings to Effect Consolidation, Merger or Transfer.

Section 5-7A-2
Proceedings to effect consolidation, merger or transfer.
Before such consolidation, merger or transfer shall become effective, the following proceedings must be had and done. The board of directors of each bank affected must pass a resolution stating that such consolidation, merger or transfer is desirable and order the officers of the bank to call a meeting of the stockholders to consider the proposition. Upon the passage of such resolution by the directors, the officers shall mail a notice of such meeting to each stockholder at his last known place of residence, postage prepaid, at least 30 days before the date set for the meeting of stockholders, which notice shall specify the date and place of the meeting and the purpose for which the meeting is to be held. A copy of the resolution must also be forwarded to the superintendent for his information, and he shall investigate the advisability of such consolidation, merger or transfer. On the day of the meeting of the stockholders, a resolution may be prepared setting forth the desirability of the consolidation, merger or transfer of the place of business of such bank, which shall set forth the terms, etc., of such consolidation, merger or transfer and such other matters as the stockholders may see proper, not contrary to law. If a majority of the stock is represented at such meeting and vote in the affirmative for such resolution and the superintendent shall approve all of the proceedings and it is his judgment that the same would be for the best interest of the institution or institutions affected, such resolution shall have the force and effect of consolidating or merging such institution with the other institution, provided such action of the other institution is likewise satisfactorily passed by its stockholders. If the proposition to transfer the place of business from one town or city to the other is affirmatively voted for by a majority of all the stock of the institution and the superintendent, after careful investigation, is of the opinion that it is wise to change or transfer the place of business to another town or city, such transfer shall be made.
(Acts 1980, No. 80-658, §5-7-2.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 1 - Consolidation, Merger or Transfer of State Banks. › Section 5-7A-3 - Certificate of Proceedings to Be Forwarded to Superintendent of Banks.

Section 5-7A-3
Certificate of proceedings to be forwarded to Superintendent of Banks.
A certificate of all the proceedings, including a copy of the pertinent portion of the minutes of the meeting of the board of directors at which the resolution under Section 5-7A-2 was passed, the notice which was given to each stockholder and a copy of the minutes of the stockholders' meeting, shall be made and certified to by the president and cashier of the institution under the seal thereof and acknowledged before a notary public as deeds are required to be acknowledged by a corporation and forwarded to the superintendent for his certificate of approval.
(Acts 1980, No. 80-658, §5-7-3.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 1 - Consolidation, Merger or Transfer of State Banks. › Section 5-7A-4 - Issuance of Certificate of Approval by Superintendent.

Section 5-7A-4
Issuance of certificate of approval by superintendent.
If the superintendent approves the entire proceedings, he shall issue his certificate of approval in writing, in duplicate, one copy being filed in his office and the other forwarded, along with the certificate, to the official or officials where articles of merger or consolidation would be filed under the business corporation laws of this state, for record at the expense of the institution affected.
(Acts 1980, No. 80-658, §5-7-4.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 1 - Consolidation, Merger or Transfer of State Banks. › Section 5-7A-5 - Examinations; Written Consent of Superintendent to Consolidation.

Section 5-7A-5
Examinations; written consent of superintendent to consolidation.
Before approving proceedings to consolidate one such institution with another, the superintendent shall cause to be made an examination of each such institution to determine whether the interests of the depositors, creditors and stockholders of each are protected and that such consolidation is made for legitimate purposes, and his consent or rejection of such consolidation or transfer shall be based upon such examination and investigation. The expense of such examination shall be paid by such institution. No such consolidation shall be made without the written consent of the superintendent.
(Acts 1980, No. 80-658, §5-7-5.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 1 - Consolidation, Merger or Transfer of State Banks. › Section 5-7A-6 - Appeals; Applicability of Article to Branch Banks, Etc.

Section 5-7A-6
Appeals; applicability of article to branch banks, etc.
If such consent is refused, an appeal may be taken therefrom to the circuit court of the county where such institution is located. This article shall apply to banks having branches and to any branch office thereof in the same way as it applies to other banks.
(Acts 1980, No. 80-658, §5-7-6.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 2 - Conversion of National Banks Into State Banks. › Section 5-7A-20 - Conversion of National Bank, etc., Into State Bank - Procedure.

Section 5-7A-20
Conversion of national bank, etc., into state bank - Procedure.
Any bank organized under the laws of the United States may, by the vote of the stockholders owning not less than a majority of the capital stock of such bank with the approval of the superintendent and upon the payment by it to the superintendent of a fee prescribed by the Banking Board under Section 5-5A-13, be converted into a state bank with any name approved by the superintendent.
(Acts 1980, No. 80-658, §5-7-20.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 2 - Conversion of National Banks Into State Banks. › Section 5-7A-21 - Conversion of National Bank, etc., Into State Bank - Execution of Articles of Incorporation and Organization Certificate; Powers of Directors, Etc.

Section 5-7A-21
Conversion of national bank, etc., into state bank - Execution of articles of incorporation and organization certificate; powers of directors, etc.
In case of such conversion, the articles of incorporation and organization certificates may be executed by a majority of the directors of the bank and the certificate shall declare that the owners of a majority of the capital stock have authorized the directors to make such certificate and to exchange or convert the national bank into a state bank. A majority of the directors, after executing the articles of incorporation and the organization certificate, shall have power to execute all other papers and to do whatever may be required to make its organization perfect and complete as a state bank. The shares of any such bank may continue to be for the same amount each as they were before they were converted, and the directors may continue to be directors of the state bank until others are elected or appointed in accordance with the statutes of Alabama.
(Acts 1980, No. 80-658, §5-7-21.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 2 - Conversion of National Banks Into State Banks. › Section 5-7A-23 - Declaration of Incorporation.

Section 5-7A-23
Declaration of incorporation.
Before the issuing of such certificate by the superintendent a majority of the directors of such bank shall file in the office of the official or officials with which a certificate of incorporation would be filed under the business corporation laws of this state a declaration of incorporation, which shall show:
(1) The name to be assumed and used by the corporation;
(2) The objects of the corporation, among which shall be the conversion of a national bank with the name and description of the same, into a state bank with all the power and authority that may be exercised by a state bank;
(3) The location of its principal office;
(4) The amount of its total authorized capital and the amount of its paid-in capital;
(5) The name and post-office address of each officer and director;
(6) The time limit, if any, for the duration of the corporation; and
(7) A certificate, acknowledged before a notary public by a majority of the directors of the national bank so converted, that there has been transferred by the national bank, by a vote of the stockholders owning not less than a majority of the capital stock of such national bank, to such state bank into which it is converted, all the property and assets of said national bank.
(Acts 1980, No. 80-658, §5-7-23.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 2 - Conversion of National Banks Into State Banks. › Section 5-7A-24 - Issuance of Stock by State Bank.

Section 5-7A-24
Issuance of stock by state bank.
Such state bank shall have authority to issue to the stockholders of the national bank from which it was converted shares of stock of the same amount and of the same par value as is held by each of said stockholders in such national bank.
(Acts 1980, No. 80-658, §5-7-24.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 3 - Conversion of State Banks Into or Consolidation With National Banks. › Section 5-7A-40 - Authorized; Exchange of Stock.

Section 5-7A-40
Authorized; exchange of stock.
Any state bank may, with the consent of the holders of a majority in amount of its stock obtained at a meeting of the shareholders called therefor, be converted or merged into or consolidate with a national bank, in such manner as may, at the time of such conversion, merger or consolidation, be prescribed by the laws of the United States, and the stock of such state bank may be exchanged for stock in such national bank upon such terms as the consenting shareholders may, at the meeting at which the conversion, merger or consolidation is authorized, determine or upon such terms as the holders of a majority of the stock of such state bank may, at any other meeting called for such purpose, determine. All proceedings relating to such a conversion, merger or consolidation shall be conducted in accordance with the requirements of Chapter 2A of Title 10, except that if any provision thereof shall conflict with or be more restrictive than the requirements set forth at 12 U.S.C. §214a then the procedures set forth in such §214a shall govern.
(Acts 1980, No. 80-658, p. 1259, §5-7-40; Acts 1981, No. 81-504, p. 863, §1.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 3 - Conversion of State Banks Into or Consolidation With National Banks. › Section 5-7A-41 - Meeting of Stockholders for Purpose of Conversion or Consolidation.

Section 5-7A-41
Meeting of stockholders for purpose of conversion or consolidation.
All meetings of shareholders, called for any of the purposes provided for in Section 5-7A-40, shall be called by resolution of the board of directors. Notice of such meeting and of the purposes thereof shall be published once a week for four consecutive weeks prior to the date of such meeting in some newspaper with a general circulation in the city, town or village in which the principal place of business of said state bank is located, provided, that newspaper publication may be dispensed with entirely if waived by all the shareholders, and in the case of a merger or consolidation, one publication at least 10 days before the meeting shall be sufficient if publication for four weeks is waived by holders of at least two-thirds of each class of capital stock. The state bank shall send such notice to each shareholder of record by registered mail or by certified mail at least 10 days prior to the meeting, which notice may be waived specifically by any shareholder.
(Acts 1980, No. 80-658, p. 1259, §5-7-41; Acts 1981, No. 81-504, p. 863, §1.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 3 - Conversion of State Banks Into or Consolidation With National Banks. › Section 5-7A-42 - Transfer of Property of State Bank to National Bank.

Section 5-7A-42
Transfer of property of state bank to national bank.
At the time when such conversion of or consolidation or merger by the state bank with a national bank, under the charter of the latter, becomes effective, all the property of the state bank including all its rights, title and interest in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest and asset of any conceivable value or benefit then existing, belonging or appertaining to it or which would inure to it, shall immediately, by act of law and without any conveyance or transfer and without any further act or deed, be vested in and become the property of the national bank, which shall have, hold and enjoy the same in its own right as fully and to the same extent as if the same were possessed, held and enjoyed by the state bank.
(Acts 1980, No. 80-658, p. 1259, §5-7-42; Acts 1981, No. 81-504, p. 863, §1.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 3 - Conversion of State Banks Into or Consolidation With National Banks. › Section 5-7A-43 - Continuation of Identity, Obligations, etc., of State Bank.

Section 5-7A-43
Continuation of identity, obligations, etc., of state bank.
Upon such conversion, merger or consolidation becoming effective, the national bank shall be deemed to be a continuation of the entity and of the identity of the state bank and all the rights, obligations and relations of the state bank to or in respect to any person, estate, creditor, depositor, trustee or beneficiary of any trust and in, or in respect to, any executorship or trusteeship or other trust or fiduciary function shall remain unimpaired. The national bank, as of the time of the taking effect of such conversion, merger or consolidation shall succeed to all such rights, obligations, relations and trusts and the duties and liabilities connected therewith and shall execute and perform each and every such trust or relation in the same manner as if the national bank had itself assumed the trust or relation, including the obligations and liabilities connected therewith. If the state bank is acting as administrator, co-administrator, executor, co-executor, trustee or co-trustee of or in respect to any estate or trust being administered under the laws of this state, such relation, as well as any other or similar fiduciary relations, and all rights, privileges, duties and obligations connected therewith shall remain unimpaired and shall continue into and in said national bank from and as of the time of the taking effect of such conversion, merger or consolidation, irrespective of the date when any such relation may have been created or established and irrespective of the date of any trust agreement relating thereto or the date of the death of any testator or decedent whose estate is being so administered. Nothing done in connection with the conversion to or merger or consolidation of a state bank with a national bank, shall, in respect to any such executorship, trusteeship or similar fiduciary relation, be deemed to be or to effect, under the laws of this state, a renunciation or revocation of any letters of administration or letters testamentary pertaining to such relation, nor a removal or resignation from any such executorship or trusteeship or other fiduciary relationship, nor shall the same be deemed to be of the same effect as if the executor or trustee or other fiduciary had died or otherwise become incompetent to act.
(Acts 1980, No. 80-658, p. 1259, §5-7-43; Acts 1981, No. 81-504, p. 863, §1.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 3 - Conversion of State Banks Into or Consolidation With National Banks. › Section 5-7A-44 - Rights of Dissenting Shareholders.

Section 5-7A-44
Rights of dissenting shareholders.
The rights of shareholders of a national bank dissenting from the conversion, merger or consolidation of the bank shall be governed exclusively by the applicable laws of Congress.
A shareholder of a state bank who votes against the conversion, merger or consolidation of that state bank with or to a national bank, or who has given notice in writing to the bank at or prior to such meeting that he dissents from the conversion, merger or consolidation shall be entitled to receive in cash the value of the shares held by him, if and when the conversion, merger or consolidation is consummated, upon written request made to the resulting national bank at any time before 30 days after the date of consummation of such conversion, merger or consolidation, accompanied by the surrender of his stock certificates. The value of such shares shall be determined as of the date on which the shareholders meeting was held authorizing the conversion, merger or consolidation by a committee of three persons, one to be selected by unanimous vote of the dissenting shareholders entitled to receive the value of their shares, one by the directors of the resulting national bank and the third by the two so chosen. The valuation agreed upon by any two of three appraisers thus chosen shall govern; but, if the value so fixed shall not be satisfactory to any dissenting shareholder who has requested payment as provided herein, such shareholder may within five days after being notified of the appraised value of his shares appeal to the superintendent, who shall cause a reappraisal to be made, which shall be final and binding as to the value of the shares of the appellant.
If within 90 days from the date of consummation of the conversion, merger or consolidation, for any reason one or more of the appraisers is not selected as herein provided, or the appraisers fail to determine the value of such shares, the superintendent shall upon written request of any interested party, cause an appraisal to be made, which shall be final and binding on all parties. The expenses of the superintendent in making the reappraisal, or the appraisal as the case may be, shall be paid by the resulting national bank.
The plan of conversion, merger or consolidation, shall provide the manner of disposing of the shares of the resulting national bank not taken by the dissenting shareholders of the state bank.
(Acts 1981, No. 81-504, p. 863, §2.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 3 - Conversion of State Banks Into or Consolidation With National Banks. › Section 5-7A-46 - Sections Not to Affect General or Local Law, Etc.

Section 5-7A-46
Sections not to affect general or local law, etc.
Except to the extent necessary to give effect to Section 5-7A-45(b), no general or local law or general law of local application shall be deemed to have been modified or repealed by Sections 5-7A-40 through 5-7A-46, and nothing contained herein shall be deemed in any way to change or repeal the provisions of Section 5-2A-7 or 5-5A-20.
(Acts 1981, No. 81-504, p. 863, §5.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 4 - Conversion of Savings Institutions Into State Banks. › Section 5-7A-60 - Purpose.

Section 5-7A-60
Purpose.
It is the purpose of this article to permit state and federally chartered savings and loan associations and savings banks to convert to state chartered banks with the approval of the Superintendent of Banks for the State of Alabama in accordance with the provisions of this article.
(Acts 1990, No. 90-289, p. 387, §1.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 4 - Conversion of Savings Institutions Into State Banks. › Section 5-7A-61 - Definitions.

Section 5-7A-61
Definitions.
As used in this article, the following terms shall have the following meanings, respectively, unless the context clearly indicates otherwise:
(1) SAVINGS INSTITUTION. A savings and loan association or savings bank organized under the laws of this state or organized under the laws of the United States and having its principal place of business in this state, whether a "capital stock saving institution" which is authorized to issue capital stock, or a "mutual savings institution," shares of which are owned by its members.
(2) RESULTING BANK. The state chartered bank that results from conversion of a savings institution to a state chartered bank pursuant to this article.
(3) SUPERINTENDENT. The Superintendent of Banks for the State of Alabama.
(4) STATE CHARTERED BANK. A bank the same as if such bank were incorporated, chartered and permitted to do business, all as provided in Section 5-5A-1 et seq.
(5) PLAN OF CONVERSION. That written document containing all the information and meeting the requirements as set forth in Section 5-7A-62(1).
(6) APPLICATION FOR CONVERSION. That written application, on a form to be prescribed by the superintendent, which is filed with the superintendent requesting approval of a plan of conversion.
(7) DEPARTMENT. The State Banking Department as provided for and created in Section 5-2A-1.
(Acts 1990, No. 90-289, p. 387, §2.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 4 - Conversion of Savings Institutions Into State Banks. › Section 5-7A-63 - Resulting Bank as Continuation of Savings Institution.

Section 5-7A-63
Resulting bank as continuation of savings institution.
Except insofar as the superintendent requires the converting savings institution to terminate certain activities and dispose of certain assets in order to meet the requirements applicable to state chartered banks, upon the conversion of any savings institution into a state chartered bank, the corporate existence of such savings institution shall not terminate, but such resulting bank shall be deemed to be a continuation of the savings institution so converted, and all property of the converted savings institution including its rights, titles and interests in and to all property of whatsoever kind, character or description, whether real, personal or mixed, and things in action and every right, privilege, interest and asset of any conceivable value or benefit, and all obligations, liabilities, charges, liens, encumbrances, judgments, and claims then existing or pertaining to it or which would inure to or against it, shall immediately by operation of law and without the necessity of any conveyance or transfer and without the necessity of any further act or deed remain and be vested in and continue to be the property or obligation of such resulting bank into which the savings institution has converted. Subject to the laws, provisions and regulations applicable to state chartered banks, such resulting bank shall have, hold, enjoy and be obligated the same in its own right as fully and to the same extent as the same was possessed, held, enjoyed and encumbered by the converting savings institution. All pending actions, and other judicial or administrative proceedings to which the converting savings institution is a party shall not be deemed to have abated or to have been discontinued by reason of such conversion, but may be prosecuted to final judgment or order in the same manner as if such conversion had not occurred, and the resulting bank may continue such action in its corporate name as a state chartered bank, and any judgment or order may be entered for or against it in such corporate name.
(Acts 1990, No. 90-289, p. 387, §4.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 4 - Conversion of Savings Institutions Into State Banks. › Section 5-7A-64 - Maintenance and Operation of Offices.

Section 5-7A-64
Maintenance and operation of offices.
Following the conversion of a savings institution to a state chartered bank pursuant to this article, the resulting bank may continue to maintain and operate as banking offices all offices maintained and operated by the savings institution at the time of such conversion.
(Acts 1990, No. 90-289, p. 387, §5.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 7A - Bank Merger, Consolidation, or Conversion. › Article 4 - Conversion of Savings Institutions Into State Banks. › Section 5-7A-65 - Expansion or Branching Limited.

Section 5-7A-65
Expansion or branching limited.
Except as provided in Section 5-7A-64, nothing in this article is to be construed, interpreted or applied to allow any existing state chartered bank, any resulting bank or any state chartered bank resulting from a plan of conversion under this article to expand or branch into any place in any manner or by any method not available to state chartered banks prior to enactment of this article.
(Acts 1990, No. 90-289, p. 387, §6.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 1 - Solvent Banks. › Section 5-8A-1 - Liquidation of Solvent Banks.

Section 5-8A-1
Liquidation of solvent banks.
Any solvent bank may dissolve under the provisions of Alabama law relating to voluntary dissolution of a business corporation provided that the superintendent has given his written approval to such dissolution. The superintendent may require the directors to give bond in an amount fixed by him with surety or sureties to be approved by him, payable to the State of Alabama, for the protection of the superintendent and all other persons interested; provided, however, the amount of any such bond required shall not be greater than the total liability of the bank to its depositors and other creditors. Upon receipt of the written approval of the superintendent of the statutory dissolution procedures, it shall be unlawful for said bank to receive any further deposits.
(Acts 1980, No. 80-658, §5-8-1.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-20 - Proceedings of Superintendent Before Banking Board as to Defaults or Misconduct of Bank.

Section 5-8A-20
Proceedings of superintendent before banking board as to defaults or misconduct of bank.
Whenever it shall appear to the superintendent that any bank has violated its charter or any law of the state, or is conducting business in any unauthorized manner, or that the bank may suspend payment of its obligations, or if its capital is impaired and not made good under the requirement of the superintendent within the required time, or if any such bank or an affiliate of such bank as defined in Section 5-3A-1 shall refuse to submit its papers, books, and concerns to the inspection of the superintendent or any examiner, or if any officer thereof shall refuse to be examined on oath touching the conducting of any such bank, or if any such bank shall suspend payment of its obligations, or if from any examination the superintendent shall have reason to conclude that such bank is in an unsound or unsafe condition to transact the business for which it was organized, or that it is unsafe for it to continue business, or if any such bank shall neglect or refuse to observe any order of the superintendent directing or requiring the doing or cessation of any particular thing required to be done or not to be done by law, the superintendent may call a meeting of the Banking Board and submit to the board matters of default or misconduct in the affairs of the bank, of which the bank shall have notice and upon which the bank may be heard in person or by counsel, and if the board or a majority of the board so directs, the superintendent shall forthwith take possession of the property and business of such bank and retain such possession until such bank shall resume business or a receiver is appointed, as provided in this chapter. Notwithstanding the provisions of Section 5-2A-43, for purposes of this section, a quorum of the board shall be a majority of those present and entitled to vote.
(Acts 1980, No. 80-658, §5-8-20; Act 2010-548, p. 966, §1.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-21 - Liquidation of Bank by Superintendent Without Assent of Banking Board.

Section 5-8A-21
Liquidation of bank by superintendent without assent of Banking Board.
If a majority of the directors of any bank so request in writing and the bank has violated any of the provisions of the banking laws or is insolvent, the superintendent may take charge of and liquidate the affairs of the bank as provided in this chapter under Section 5-8A-20 without calling a meeting of the Banking Board.
(Acts 1980, No. 80-658, §5-8-21.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-22 - Institution of Civil Action for Vacation of Charter, Liquidation, etc., of Bank.

Section 5-8A-22
Institution of civil action for vacation of charter, liquidation, etc., of bank.
The circuit court of the county in which the principal place of business of the bank is located, sitting without a jury may upon application of the superintendent vacate the charter of a bank, liquidate a bank, or appoint a receiver if the directors of the bank knowingly violate or knowingly permit any of the officers, agents or employees of the bank to violate any of the provisions of this title. No civil action shall be instituted by any other person to vacate the charter of or liquidate or appoint a receiver for any bank except as authorized in Section 5-8A-24.
(Acts 1980, No. 80-658, §5-8-22.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-23 - Acquisition of Possession of Property and Business of Bank by Superintendent; Notice to Holders of Bank Assets.

Section 5-8A-23
Acquisition of possession of property and business of bank by superintendent; notice to holders of bank assets.
The superintendent shall not take possession of the property and business of any bank under the provisions of this chapter unless requested in writing to do so by a majority of the directors of the bank under Section 5-8A-21 or directed to do so by the Banking Board under Section 5-8A-20. On taking possession of the property and business of any such bank, the superintendent shall give notice of such fact to all banks in this state and other parties or corporations known to be holding or in possession of any assets of such bank.
(Acts 1980, No. 80-658, §5-8-23.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-24 - Appointment of Receiver to Liquidate Bank.

Section 5-8A-24
Appointment of receiver to liquidate bank.
The superintendent may under his or her hand and official seal appoint a receiver to liquidate and distribute the assets of any bank taken possession of by the superintendent under the provisions of this chapter, the certificate of appointment to be filed in the office of the superintendent and a certified copy in the office of the probate judge in the county in which the principal office of such bank is located. The receiver may be the Federal Deposit Insurance Corporation or any other agency or corporation created by the United States to act in such capacity or any person selected by the superintendent; provided, however, no examiner shall be appointed receiver of any bank whose books, papers, and affairs the examiner shall have examined within one year next preceding the appointment of such receiver. Any receiver appointed other than the Federal Deposit Insurance Corporation, or any other agency or corporation created by the United States to act in such capacity shall apply for and shall be entitled to an ex parte order confirming his or her appointment as receiver from the receivership court.
(Acts 1980, No. 80-658, §5-8-24; Act 2010-548, p. 966, §1.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-25 - Passage of Title to Assets, etc., of Banking Institution to Receiver.

Section 5-8A-25
Passage of title to assets, etc., of banking institution to receiver.
Upon the appointment of a receiver to liquidate a bank, the possession of and title to all assets, business and property of such bank of every kind and nature shall pass to and vest in the receiver without the execution of any instruments of conveyance, assignment, transfer or endorsement.
(Acts 1980, No. 80-658, §5-8-25.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-26 - Use of Bank Examiner's Reports as Evidence in Liquidation Proceedings, Etc.

Section 5-8A-26
Use of bank examiner's reports as evidence in liquidation proceedings, etc.
In the event the superintendent takes charge of the business and affairs of any bank as authorized in this chapter or in the event a proceeding is instituted to forfeit the charter of any bank, the report of the examiner of such bank on file in the office of the superintendent or a copy thereof duly certified by the superintendent under his official seal, is admissible and may be used as evidence in any court, either by the superintendent, the Banking Board, any member or employee thereof, the receiver or the bank.
(Acts 1980, No. 80-658, §5-8-26.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-27 - Application by Bank for Injunction Against Acquisition of Possession of Business and Property by Receiver or Superintendent.

Section 5-8A-27
Application by bank for injunction against acquisition of possession of business and property by receiver or superintendent.
Whenever the superintendent or a receiver has taken charge of the property or business of any bank, such bank may at any time within 10 days after the taking of such possession apply to the receivership court to enjoin further proceedings by the receiver or superintendent; and the court, after citing the receiver and superintendent to show cause why further proceedings should not be enjoined and hearing the allegations and proof of the parties and determining the facts, may, upon the merits, dismiss such application or enjoin the receiver or superintendent from further proceedings and direct him to surrender such business and property to such bank. Any such application for injunction may be heard at any time in the discretion of the receivership court after one day's notice from the time of service of process on the receiver and superintendent. If application is made to enjoin the proceedings of the receiver, the superintendent may intervene and become a party to such action as a matter of right.
(Acts 1980, No. 80-658, §5-8-27.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-28 - Creation of Liens Against Bank After Possession by Superintendent.

Section 5-8A-28
Creation of liens against bank after possession by superintendent.
After the superintendent has taken possession of the property and business of a bank as provided in this chapter, no judgment lien, attachment lien, or any voluntary lien, except as provided in this chapter, shall attach to any assets of said bank nor shall the directors, officers, employees or agents of such bank have authority to act on behalf of said bank or to convey, transfer, assign, pledge, mortgage, or encumber any assets thereof.
(Acts 1980, No. 80-658, §5-8-28.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-29 - Resumption of Business of Bank.

Section 5-8A-29
Resumption of business of bank.
After the superintendent has taken possession of a bank, the superintendent may permit such bank to resume business upon such conditions as may be approved by him, including an observance of all the requirements of law and making good of all deficits in the previous observance of law.
(Acts 1980, No. 80-658, §5-8-29.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-30 - Collection of Claims of Bank, Etc.

Section 5-8A-30
Collection of claims of bank, etc.
Upon taking possession of any of the property and business of any bank, the receiver may collect moneys due to such bank and do such other acts as are necessary to conserve its assets and business, and shall proceed to liquidate the affairs thereof as provided in this chapter. The receiver shall collect all debts due and claims belonging to the bank, whether in this state or in any other state, and may proceed in courts of competent jurisdiction to enforce said claims in this state and in other states. "Claims" shall include any right of action against any surety, fidelity or insurance company, auditor or any past or present officer or director of such bank for mismanagement, violations of laws or regulations or other breach of duty. It shall be the duty of the receiver or his duly authorized agent to satisfy on the proper record all mortgages, judgments, security interests, or other liens held or owned by any insolvent bank that have been paid or satisfied.
(Acts 1980, No. 80-658, §5-8-30.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-31 - Subrogation of Federal Deposit Insurance Corporation.

Section 5-8A-31
Subrogation of Federal Deposit Insurance Corporation.
Whenever any bank shall have been closed as provided under the laws of this state, and the Federal Deposit Insurance Corporation shall pay or make available for payment the insured deposit liabilities of such closed institution, the corporation, whether or not it shall have become receiver or liquidator of such closed bank, shall be subrogated to all rights against such closed bank of the owners of such deposits in the same manner and to the same extent as subrogation of the corporation is now or may be hereafter provided for by federal law in the case of the closing of a national bank; provided, that the rights of depositors and other creditors of such closed bank shall be determined in accordance with the applicable provisions of the laws of this state.
(Acts 1980, No. 80-658, §5-8-31.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-32 - Sale, etc., of Bad Debts and Property of Bank.

Section 5-8A-32
Sale, etc., of bad debts and property of bank.
The receiver, by making application to the receivership court, may procure an order to sell or compound all bad or doubtful debts and on like order may sell all real and personal property of such bank on such terms as the court shall direct; provided, however, that the receiver shall have the right to ask for a blanket order from the receivership court for the settlement of all debts, claims of any and all nature, and deposits and for the sale of real and personal property wherein no single item exceeds the value of $10,000.00. In all or any of such court proceedings, the bank shall be made a party by proper service of process issued from the court, and the hearing of any such application or petition of the superintendent may be had at any time after the bank has had five days' notice of the application; provided, however, the court may ex parte approve a purchase and assumption transaction as provided for in 12 U.S.C. §1823(e) or a similar transaction authorized by federal law and provided further if notice of the hearing of said application is waived or the allegation of said application is admitted by the bank, no further proof will be required of the allegations of said application and the order may be forthwith granted by the court.
(Acts 1980, No. 80-658, §5-8-32.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-33 - Negotiation of Loans, Granting of Security, etc., on Behalf of Closed Bank.

Section 5-8A-33
Negotiation of loans, granting of security, etc., on behalf of closed bank.
(a) The receiver is authorized to borrow money and pledge the assets of a bank in liquidation for protecting and preserving its assets, for paying secured claims, for aiding in the reorganization or reopening of such bank or for making distribution to depositors and creditors when, in the judgment of the receiver, the borrowing of such funds would be to the interest of the depositors and creditors.
(b) For any loan negotiated under the authority vested by this article, the receiver may execute a note therefor, renew the same from time to time and do all things he considers necessary until the same has been paid. Such note or renewal or any mortgage or contract to be executed for the purpose hereof shall be signed by giving the name of the bank, followed by the words: "In liquidation," "By ________ (the name of the receiver) receiver." Any note or other contract executed for the purpose hereof shall be treated as the obligation of the bank and the holder thereof shall have the character of a creditor of the bank for the amount of any deficiency in the security furnished.
(c) To secure any such loan, the receiver may pledge, mortgage, or grant a security interest in, by appropriate contracts or writings, any or all of the assets, real or personal, in his possession belonging to the bank for whose benefit the loan shall be obtained.
(d) Before closing the proposal to procure the loan, pledge, mortgage, or grant of a security interest in assets under subsections (a) and (c), the same shall be presented to the receivership court by petition, giving the court full information concerning desirability of making the loan and granting a security and such other matters as the receiver may desire, and the court may pass upon such petition with or without notice to the former directors or chief executive officer of the bank involved or to other parties in interest.
(Acts 1980, No. 80-658, §5-8-33.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-34 - Loans From and Sale of Assets to Federal Deposit Insurance Corporation for Bank.

Section 5-8A-34
Loans from and sale of assets to Federal Deposit Insurance Corporation for bank.
With respect to any bank which is now or may hereafter be closed as provided under the laws of this state, the receiver of such bank may borrow from the Federal Deposit Insurance Corporation and furnish any part or all of the assets of said bank to said corporation as security for a loan from same; provided, that where said corporation is acting as such receiver, the order of the receivership court shall be first obtained approving such loan. The receiver, upon the order of the receivership court which may be ex parte, may sell to said corporation any part or all of the assets of such bank. The provisions of this section shall not be construed to limit the power of the receivers to pledge or sell assets in accordance with any existing law.
(Acts 1980, No. 80-658, §5-8-34.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-35 - Assumption or Rejection of Executory Contracts by Receiver.

Section 5-8A-35
Assumption or rejection of executory contracts by receiver.
The receiver shall assume or reject an executory contract, including an unexpired lease of real or personal property, within 60 days after appointment, but the receivership court may for cause shown extend or reduce the time. Any such contract or lease not assumed or rejected within that time shall be deemed to be rejected. The receiver shall file within 60 days of his appointment, a statement under oath showing which, if any, of the contracts of the bank are executory in whole or in part, including unexpired leases of real or personal property, and which, if any, have been rejected by the receiver. Unless a lease of real or personal property expressly otherwise provides, a rejection of the lease or of any covenant therein by the receiver of the lessor does not deprive the lessee of his estate. A general covenant or condition in a lease that it shall not be assigned shall not be construed to prevent the receiver from assuming the same at his election and subsequently assigning the same; but an express covenant that an assignment by operation of law or the liquidation of a specified party thereto, or of either party shall terminate the lease or give the other party an election to terminate the same is enforceable. A receiver who elects to assume a contract or lease of the bank and who subsequently with approval of the receivership court and upon such terms and conditions as the receivership court may fix after hearing upon notice to the other party to the contract or lease, assigns such contract or lease to a third person, is not liable for breaches occurring after the assignment.
(Acts 1980, No. 80-658, §5-8-35.)
2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 8A - Liquidation of Banks. › Article 2 - Insolvent Banks. › Section 5-8A-36 - Employment of Counsel, Expert Assistants, etc., in Liquidation of Bank; Compensation of Assistants, etc.; Court Approval of Liquidation Expenses.

Section 5-8A-36
Employment of counsel, expert assistants, etc., in liquidation of bank; compensation of assistants, etc.; court approval of liquidation expenses.
The receiver may employ such counsel and procure such expert assistants and advice as may be necessary in the liquidation and distribution of the assets of such bank and may retain such of the officers or employees of such bank as he may deem necessary. The receiver and such assistants as will have charge of any of the assets of the bank may be required to post such security for the faithful discharge of their duties as the receivership court may deem proper. The compensation of assistants and other employees and all expenses of supervision and liquidation shall be fixed by the receiver subject to the approval of the receivership court on notice to such bank.
(Acts 1980, No. 80-658, §5-8-36.)