reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 3 - Capital Stock; Surplus Requirements; Stockholders › Section 3-316 - Preemptive Rights of Stockholders

(a)    Unless the charter provides otherwise, a stockholder does not have any preemptive rights with respect to:
(1)    Stock issued to obtain any of the capital required to initiate the enterprise of the State bank or trust company;
(2)    Stock issued for at least its fair value in exchange for consideration other than money;
(3)    Stock remaining unsubscribed for after being offered to stockholders;
(4)    Treasury stock sold for at least its fair value;
(5)    Stock issued or issuable under an agreement of merger;
(6)    Stock which is not presently entitled to be voted in the election of directors issued for at least its fair value;
(7)    Stock, including treasury stock, issued to an officer or other employee of the State bank or trust company or its subsidiary on terms and conditions approved by the stockholders by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter; and
(8)    Any other issuance of shares if the applicability of preemptive rights is impracticable.
(b)    In the absence of actual fraud or gross disparity in the determination, the fair value of stock determined by the board of directors and recorded in the resolution authorizing the issuance is conclusive.
(c)    Unless the articles of incorporation provide otherwise, holders of the following securities do not have any preemptive rights:
(1)    Bonds, notes, debentures, or other obligations convertible into stock; and
(2)    Stock not presently entitled to be voted in the election of directors.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 4 - Directors and Officers › Section 3-403 - Qualifications of Directors

(a)    (1)    After the initial issuance of capital stock by a commercial bank, each of its directors shall own in good faith and of record unencumbered shares of the capital stock of:
(i)    The commercial bank; or
(ii)    A corporation that owns more than 80 percent of the capital stock of the commercial bank.
(2)    The unencumbered capital stock owned by the director shall be in the amount of at least:
(i)    $500; or
(ii)    $250, if the commercial bank is a State bank that has $50,000 or less in capital stock.
(3)    To determine the amount of capital stock owned by a director:
(i)    Based on the value of the stock on the date of purchase or on the date the director took office, whichever is greater, any one or more of the following may be considered:
1.    Aggregate par value in the amount required under either paragraph (2)(i) or (ii) of this subsection;
2.    Aggregate shareholder’s equity in the amount required under either paragraph (2)(i) or (ii) of this subsection; or
3.    Aggregate fair market value in the amount required under paragraph (2)(i) or (ii) of this subsection; and
(ii)    Debt instruments of the commercial bank or corporation may not be considered.
(b)    At least 30% of the directors of a commercial bank shall be residents of this State.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 4 - Directors and Officers › Section 3-404 - Oath of Directors

Each director of a commercial bank shall take an oath:
(1)    To perform diligently and honestly the duties of the office; and
(2)    Not to violate knowingly or permit knowingly a violation of any law that relates to the commercial bank.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 4 - Directors and Officers › Section 3-405 - Election of Directors

(a)    Until successors are elected and qualify, the board of directors of a commercial bank consists of the individuals named as directors in the articles of incorporation.
(b)    (1)    Except as provided in paragraph (2) of this subsection, at each annual meeting of stockholders, the stockholders shall elect directors to hold office until the earlier of:
(i)    The next annual meeting of stockholders and until their successors are elected and qualify; or
(ii)    The time provided in the terms of any class or series of stock pursuant to which the directors are elected.
(2)    (i)    Subject to subparagraphs (ii) and (iii) of this paragraph, if the directors are divided into classes, the term of office may be provided in the bylaws.
(ii)    The term of office of a director may not be longer than 5 years or, in the case of an initial or substitute director, shorter than the period between annual meetings.
(iii)    The term of office of at least one class of directors shall expire each year.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 4 - Directors and Officers › Section 3-406 - Attendance at Board Meetings

(a)    Each director of a commercial bank shall attend at least one half of the regularly scheduled board meetings that are held during the director’s term of office.
(b)    (1)    Any director who fails to attend meetings of the board of directors as required by this section is disqualified automatically from serving as director for a succeeding term.
(2)    The Commissioner may waive the disqualification of a director if the director shows to the Commissioner good cause for the failure to attend the meetings.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 4 - Directors and Officers › Section 3-408 - Quorum of Directors

(a)    A majority of the directors of a State bank then serving is a quorum.
(b)    The articles of incorporation or bylaws of a trust company may specify the number of directors that is a quorum, but the number shall be at least the greater of one third of the directors or four directors.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 4 - Directors and Officers › Section 3-409 - Officers

(a)    Within 15 days after the annual meeting of the stockholders and after the directors–elect have qualified, the board of directors of a commercial bank shall meet and elect the officers of the commercial bank.
(b)    Unless the bylaws provide otherwise, each officer serves for a term of 1 year and until a successor is elected and qualifies.
(c)    The board of directors may remove any officer at any time.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-501 - Definitions

(a)    In this subtitle the following words have the meanings indicated.
(b)    “Common trust fund” means a fund that a trust company maintains under this subtitle solely for the collective investment of money held by the trust company as fiduciary.
(c)    “Fund plan” means a written plan for the establishment and administration of a common trust fund.
(d)    “Trust company” includes a national banking association that has powers similar to those given to a trust company under the laws of this State.
(e)    “Valuation date” means a date as of which a trust company determines the value of the assets in a common trust fund that it administers.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-504 - Fund Plans in General

(a)    A trust company shall establish and maintain a common trust fund only in accordance with a fund plan that is approved:
(1)    By resolution of the board of directors of the trust company; and
(2)    By legal counsel.
(b)    Notwithstanding any provision of law that applies to a participating fiduciary account, a fund plan controls:
(1)    Participations in the fund; and
(2)    The rights and benefits in participating accounts of all persons who have interests in the fund.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-505 - Required Provisions for Fund Plans

Except as provided in § 3-507 of this subtitle, a fund plan shall state the name of the fund and include detailed provisions, not inconsistent with this subtitle, as to:
(1)    The intervals at which the trust company will determine the value of the assets in the fund;
(2)    The intervals at which the trust company will have an audit made of the fund;
(3)    The manner in which the fund is to be operated;
(4)    The investment powers of the trust company with respect to the fund;
(5)    The terms and conditions that govern entry in and withdrawal from the fund;
(6)    The auditing and settling of accounts of the trust company with respect to the fund;
(7)    The basis and method to be used for valuing fund assets;
(8)    The circumstances and manner in which the fund may be terminated; and
(9)    Any other matters that are necessary to define clearly the rights and duties of the trust company and fund participants.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-506 - Optional Provisions for Fund Plans

(a)    A fund plan may provide for:
(1)    The amortization of premiums on bonds or other obligations;
(2)    The disposition of discounts, profits, stock rights, stock dividends, and extraordinary dividends;
(3)    The allocation or apportionment between principal or income of the items specified in item (2) of this subsection; and
(4)    Any other similar matters.
(b)    To the extent that a fund plan does not provide otherwise as to the determination, allocation, and apportionment of principal and income, the principles of Titles 14 and 14.5 of the Estates and Trusts Article apply.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-508 - Filing of Fund Plan; Inspection; Copying

(a)    A copy of the fund plan and any amendments to it shall be filed at the principal banking office of the trust company, where it shall be available during regular business hours for inspection by any cofiduciary or person who has an interest in a participating account.
(b)    On a reasonable request, a copy of the fund plan shall be provided to any cofiduciary or person who has an interest in a participating account.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-510 - Investment in Fund

A trust company, acting in a fiduciary capacity, may invest money in one or more common trust funds if:
(1)    The trust company holds the money for investment; and
(2)    The instrument or authorization that created the fiduciary relationship does not contain any terms inconsistent with this type of investment.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-511 - Cofiduciaries

(a)    A trust company may invest in a common trust fund money from an account that it administers as a cofiduciary if the trust company:
(1)    Otherwise may do so under § 3-510 of this subtitle; and
(2)    First obtains the written consent of all other cofiduciaries of that account.
(b)    A trust company that administers a common trust fund, in which an account held by the trust company as cofiduciary participates, is solely responsible for management and control of the fund.
(c)    A cofiduciary, other than the trust company, who consents in good faith to the participation of an account in a common trust fund is not liable to the beneficiaries for the management of the fund.
(d)    On receipt of the written request of a cofiduciary to do so, the trust company shall withdraw the participation of a fiduciary account in a common trust fund at the earliest date that the fund plan permits.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-512 - Limitations on Investments and Interests

(a)    Except as otherwise provided in this section, a trust company may not:
(1)    Invest its own funds in a common trust fund that it administers; or
(2)    Have any interest, other than its fiduciary interest, in the assets in a common trust fund that it administers.
(b)    If, because of a creditor relationship or otherwise, a trust company acquires an interest in a participation in a common trust fund that it administers, the participation shall be withdrawn on the next valuation date allowed by the fund plan.
(c)    A trust company does not have a prohibited interest in the assets of a common trust fund that it administers merely because the trust company owns in its own right any stocks, bonds, or other obligations issued by a person from whom the fund also holds stocks, bonds, or other obligations.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-513 - Fund Entry and Withdrawal; Valuation; Distribution

(a)    Entry into and withdrawal from participation in a common trust fund may occur only on a valuation date, or, if provided by the plan, within 2 business days after a valuation date.
(b)    Participation shall be based on the valuation as of the valuation date associated with the entry or withdrawal.
(c)    When participation is withdrawn from a common trust fund, the trust company may make distribution in cash, ratably in kind, or both, but all distributions associated with a valuation date shall be made in the same way.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-514 - Evidence of Participation in Fund

(a)    (1)    A trust company that administers a common trust fund may issue a certificate of participation for each participating account.
(2)    A certificate of participation is not assignable and may not be issued in any form that purports to be negotiable or assignable.
(b)    In any report or accounting required from the trust company by law, a statement that is signed and verified by one of its officers as to the existence, extent, and value of a participation in a common trust fund that it administers may be accepted as evidence of those facts by any court, trust clerk, or supervisory authority.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-515 - Fund Management; Management Fees

(a)    The trust company that establishes a common trust fund has exclusive management and control of the fund, including the sole right to transfer, change, or dispose of the assets in the fund.
(b)    (1)    Except as otherwise provided in paragraph (2) of this subsection, a trust company may not:
(i)    Charge a fee for the management of a common trust fund; or
(ii)    Receive from the fund or from any participating account any additional fee, commission, or compensation of any kind because of the participation of the account in the fund.
(2)    A trust company may reimburse itself, from a common trust fund that it administers, for:
(i)    Those reasonable expenses incurred in the administration of the fund that could have been charged to a separate fiduciary account if that account were not participating in the fund; and
(ii)    Reasonable expenses incurred for audits of the fund by independent certified public accountants or court auditors as permitted or required under the fund plan or as otherwise required by law.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-516 - Valuation Dates; Audits; Special Accounting

(a)    For each common trust fund that it administers, a trust company shall set valuation dates at regular intervals of not more than 3 months.
(b)    At regular intervals of not more than 12 months, a trust company shall have an audit of each common trust fund by an independent certified public accountant who shall report directly to the board of directors of the trust company.
(c)    (1)    A trust company that administers a common trust fund may apply to a court for approval of an accounting of the fund.
(2)    A petition for approval of an accounting under this section shall be made to the court of equity for the county where the trust company has its principal banking office.
(3)    A court may impose conditions and notice requirements before approving an accounting under this section.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-517 - Ownership of Assets; Records

(a)    The ownership of and title to the individual assets in a common trust fund are solely in the trust company, as trustee of the fund.
(b)    A trust company shall show clearly on its records:
(1)    The name of each fiduciary account on behalf of which the trust company holds a participation in a common trust fund; and
(2)    The extent of the interest held for that fiduciary account.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-518 - Registration of Assets in Name of Nominee

(a)    A trust company may register in the name of a nominee any assets of a common trust fund that it administers.
(b)    The nominee may be either an individual or a partnership.
(c)    A trust company that registers assets in the name of a nominee shall:
(1)    Show the assets and the name of the nominee on its records; and
(2)    If the nominee is operated or controlled by the trust company, supervise any possession or control of the assets by the nominee.
(d)    A transfer agent or registrar of a corporation whose stocks, bonds, securities, or other obligations are registered in the name of a nominee under this section is not required to investigate and may not be held liable for treating the nominee as the owner of the assets.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 5 - Common Trust Funds › Section 3-520 - Transfer of Assets From a Common Trust Fund

(a)    A transfer agent or a transferee of an asset held in the name of a trustee of a common trust fund may presume conclusively that the trustee has an absolute right to transfer or assign the asset.
(b)    (1)    A transfer agent or a transferee of an asset held in the name of a trustee of a common trust fund is not chargeable with any duty in relation to the fund, a participating account, or any beneficiary of a participating account.
(2)    A transferee of an asset held in the name of a trustee of a common trust fund is not liable for the application of any purchase money paid to the trustee.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 6 - Miscellaneous Regulations › Section 3-604 - Acceptance of Drafts

(a)    A commercial bank may accept for payment at a later date a draft issued in connection with a transaction that involves the importation, exportation, or domestic shipment of goods, if the draft:
(1)    Is payable not more than 6 months after the date of acceptance; and
(2)    When accepted, is accompanied by a document of title.
(b)    A commercial bank may accept a draft that a bank or banker in any foreign country or any possession or territory of the United States draws on the commercial bank to provide dollar exchange required by trade usage in the foreign country, possession, or territory if:
(1)    The draft is payable not more than 3 months after the date of acceptance;
(2)    The amount of the exchange does not exceed 50 percent of the unimpaired capital and surplus of the commercial bank; and
(3)    For any exchange that exceeds 10 percent of the unimpaired capital and surplus of the commercial bank, the draft is accompanied by a document of title or other adequate security.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 6 - Miscellaneous Regulations › Section 3-605 - Owning and Leasing Personal Property

(a)    This section does not apply to a leasehold interest in real property.
(b)    Subject to the rules and regulations of the Commissioner, a commercial bank may become the owner and lessor of personal property if:
(1)    The personal property is acquired on the specific request of and for the use of a customer; and
(2)    The investment of the commercial bank in personal property does not exceed:
(i)    For any one customer, 10 percent of the unimpaired capital and surplus of the commercial bank; and
(ii)    For all of its customers, the total of its unimpaired capital and surplus.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 6 - Miscellaneous Regulations › Section 3-606 - Restrictions on Certification of Drafts

(a)    An officer, employee, or agent of a commercial bank may not certify any draft drawn on the commercial bank unless the drawer has on deposit an amount equal to at least the amount of the draft.
(b)    If a draft is certified in violation of this section by a person who is authorized to certify drafts, it is a valid obligation of the commercial bank.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 6 - Miscellaneous Regulations › Section 3-607 - Reserves

(a)    (1)    In this section the following words have the meanings indicated.
(2)    “Demand deposit” means a deposit that is payable within 30 days.
(3)    (i)    “Time deposit” means a deposit that is payable after 30 days.
(ii)    “Time deposit” includes a savings account or certificate of deposit that requires at least a 30–day notice before payment.
(b)    This section does not apply to any deposit of public funds for which the commercial bank pledges collateral.
(c)    (1)    A commercial bank shall have at all times a reserve equal to at least 15 percent of its demand deposits.
(2)    The board of directors of a commercial bank by resolution shall direct the commercial bank to keep the demand deposit reserve required by this section in:
(i)    Cash on hand;
(ii)    Demand deposits in a bank of good standing in any state; or
(iii)    As to 5 percent of its demand deposits, on approval of the Commissioner:
1.    Registered or coupon bonds; or
2.    General obligations of or obligations guaranteed by the United States government, an agency of the United States government, this State, or any political subdivision.
(d)    (1)    A commercial bank shall have at all times a reserve equal to at least 3 percent of its time deposits.
(2)    The board of directors of a commercial bank by resolution shall direct the commercial bank to keep the time deposit reserves required by this section in:
(i)    Cash on hand;
(ii)    Deposits in a bank of good standing in any state; or
(iii)    Direct obligations of the United States government or of this State.
(e)    (1)    If the Commissioner determines that a change in the demand deposit reserve or in the time deposit reserve requirements is advisable to maintain sound banking practices or to prevent injurious credit expansion or contraction, the Commissioner may change the requirements as provided in this subsection.
(2)    Subject to paragraph (3) of this subsection, the Commissioner may adopt rules or regulations to change the requirements as to reserves for commercial banks.
(3)    The rules and regulations may:
(i)    Increase the demand deposit reserve to an amount equal to not more than 30 percent of those deposits;
(ii)    Increase the time deposit reserve to an amount equal to not more than 6 percent of those deposits;
(iii)    Decrease the demand deposit reserve to an amount equal to not less than 15 percent of those deposits;
(iv)    Decrease the time deposit reserve to an amount equal to not less than 3 percent of those deposits; and
(v)    Notwithstanding items (i) through (iv) of this paragraph, increase or decrease the demand deposit reserve or time deposit reserve to conform to the reserve requirements that apply to a member bank of the Federal Reserve System.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-701 - Definitions

(a)    In this subtitle the following words have the meanings indicated.
(b)    “Bank” means a commercial bank, a national banking association, an other-state bank, or a federally chartered savings bank or savings and loan association.
(c)    “Constituent bank” means a party to a consolidation, merger, or transfer of assets.
(d)    “Successor” means the bank that carries on the business of the constituent banks after a consolidation, merger, or transfer of assets.
(e)    “Transfer assets”, “transfer its assets”, or “transfer of assets” means to sell, lease, exchange, or otherwise transfer all or substantially all of the property and assets of a constituent bank.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-702 - Scope of Subtitle

(a)    Any bank may, as provided in this subtitle:
(1)    Consolidate with one or more other banks to form a new consolidated bank;
(2)    Merge into another bank or have one or more other banks merged into it; or
(3)    Transfer its assets to another bank.
(b)    If the successor will be a commercial bank:
(1)    The consolidation, merger, or transfer of assets shall be made in accordance with the provisions of this subtitle; and
(2)    If one of the constituent banks is a national banking association or a federally chartered savings bank or savings and loan association, federal law governs its actions and the rights of its stockholders.
(c)    If the successor will be a national banking association or a federally chartered savings bank or savings and loan association:
(1)    Federal law governs:
(i)    The actions of a constituent bank;
(ii)    The rights of its stockholders; and
(iii)    The effect of the consolidation, merger, or transfer of assets on its rights, franchises, interests, and fiduciary duties; and
(2)    Except for this section and § 3-710 of this subtitle, the other provisions of this subtitle do not apply to the consolidation, merger, or transfer of assets.
(d)    If one of the constituent banks is an other-state bank:
(1)    Maryland law governs:
(i)    The actions of the banking institution;
(ii)    The rights of its stockholders; and
(iii)    The effect of the consolidation, merger, or transfer of assets on its rights, franchises, interests, and fiduciary duties; and
(2)    The law of the other state governs:
(i)    The actions of the other-state bank;
(ii)    The rights of its stockholders; and
(iii)    The effect of the consolidation, merger, or transfer of assets on its rights, franchises, interests, and fiduciary duties.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-703 - Agreement of Consolidation, Merger, or Transfer

(a)    An agreement of consolidation, merger, or transfer of assets shall be approved by the affirmative vote of a majority of the full authorized membership of the board of directors of each constituent commercial bank.
(b)    The agreement shall include:
(1)    The name of each constituent bank and the address of its principal banking office;
(2)    The terms of the proposed transaction;
(3)    A statement that the agreement is subject to approval by the Commissioner and by the stockholders of each constituent bank;
(4)    Provisions for disposing of any stock of the successor that is not taken by objecting stockholders of the constituent banks;
(5)    As to the successor:
(i)    The address of the proposed principal banking office;
(ii)    The authorized capital stock, including the number of shares and the par value of each share of stock;
(iii)    Whether it will issue preferred stock in the proposed transaction and, if so, the amount, terms, and preferences; and
(iv)    Any amendments to its charter and bylaws; and
(6)    Any other provisions that the Commissioner requires to carry out the Commissioner’s duties with respect to the proposed transaction.
(c)    After the board of directors of each constituent bank has approved the agreement, the following shall be filed with the Commissioner for approval:
(1)    The agreement;
(2)    The name and address of each office of the constituent banks and of the successor;
(3)    The name and residence address of each individual who will be a director when the proposed transaction becomes effective;
(4)    The name and residence address of each individual who will be an officer when the proposed transaction becomes effective;
(5)    A certified copy of the approving resolution of each board of directors, showing the required approval by the board; and
(6)    Evidence of proper action by the board of directors of any constituent national banking association.
(d)    (1)    Except as otherwise provided by law, any person who knowingly submits false information to the Commissioner while complying with subsection (c) of this section is guilty of a misdemeanor.
(2)    A person who violates this section is subject to a fine of not more than $1,000, or imprisonment for not more than 5 years, or both.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-704 - Public Notice of Filing

(a)    (1)    Except as provided in subsection (b) of this section, the Commissioner shall publish a notice of the filing of the agreement.
(2)    The notice shall be published in the Maryland Register as provided in the State Documents Law.
(b)    Subject to confirmation by the Secretary of Labor, the Commissioner may approve an agreement without the notice required by this section if:
(1)    The agreement and proposed transaction meet the requirements of § 3–706 of this subtitle;
(2)    The financial condition or stability of one of the constituent banks is such that a delay of the proposed transaction will cause an economic hardship to it; and
(3)    Approval of the agreement is in the public interest.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-705 - When Commissioner to Act

Within 6 months after the papers specified in § 3–703(c) of this subtitle have been filed with the Commissioner, the Commissioner shall approve or disapprove the agreement.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-706 - Standards for Approval by Commissioner

(a)    The Commissioner shall approve the agreement if:
(1)    The successor meets the requirements of State law for the formation of a new commercial bank;
(2)    The agreement provides an adequate capital structure, including surplus, for the successor in relation to its deposit liabilities and other activities;
(3)    The agreement is fair; and
(4)    The proposed transaction is not against the public interest.
(b)    If the successor will not exercise trust powers, the Commissioner may not approve the agreement until the Commissioner is satisfied that successor fiduciaries have been provided adequately for all fiduciary positions held by the constituent banks.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-708 - Approval by Stockholders

(a)    The agreement shall be submitted to the stockholders of each constituent bank for approval by them at a meeting called for that purpose.
(b)    (1)    In addition to any other required notice, the directors of each constituent bank shall give 2 weeks’ public notice of the meeting of stockholders.
(2)    The public notice shall be published once in at least one newspaper published in the county where the constituent bank has its principal banking office.
(3)    Each notice of the meeting of stockholders shall state that objecting stockholders will be entitled to payment of the fair value of only those shares of stock that are voted against approval of the agreement.
(c)    The agreement shall be approved by the stockholders of each constituent bank by the affirmative vote of two thirds of all the votes entitled to be cast on the matter.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-709 - Certificate of Consolidation, Merger, or Transfer of Assets

(a)    When the executed agreement and a copy of the resolution of the stockholders of each constituent bank, certified by its secretary or cashier, have been filed with the Commissioner and the Commissioner has approved the transaction, the Commissioner shall issue to the successor a certificate of consolidation, merger, or transfer of assets that sets forth the name of each constituent bank and the name of the successor.
(b)    The constituent banks may designate an effective date and time, not earlier than the date of the certificate, to be included in the certificate of consolidation, merger, or transfer of assets.
(c)    Unless the certificate of consolidation, merger, or transfer of assets specifies a later effective date and time, the consolidation, merger, or transfer of assets becomes effective upon issuance of the certificate by the Commissioner.
(d)    This certificate is conclusive evidence of the consolidation, merger, or transfer of assets and of the correctness of all proceedings relating to it.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-710 - Recording of Documents

(a)    The successor shall act promptly to file and record the agreement in the same manner as required for articles of incorporation.
(b)    One of the following certificates may be recorded in any office where deeds are recorded to evidence the new name in which the property of the constituent banks is held:
(1)    A certificate of consolidation, merger, or transfer of assets that the Commissioner issues;
(2)    A certificate that the Comptroller of the Currency of the United States or the Director of the Office of Thrift Supervision issues to effect a merger or consolidation in which a national banking association or a federally chartered savings bank or savings and loan association is the successor; or
(3)    A certificate of consolidation, merger, or transfer of assets issued by the bank supervisory agency of the State by which an other-state bank is chartered.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-711 - Charter and Bylaws of Successor in Merger

The stockholders’ approval of a merger agreement constitutes the adoption of the charter and bylaws of the successor, including any amendments set forth in the agreement.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part I - In General › Section 3-712 - Effect of Consolidation or Merger

(a)    Consummation of a consolidation or merger has the effects provided in this section.
(b)    The separate existence of each constituent bank, except the successor, ceases.
(c)    (1)    The successor shall be considered the same business and corporate entity as each of the constituent banks and has all of the rights, powers, and duties of each constituent bank, except:
(i)    As limited by the successor’s charter or bylaws; and
(ii)    As limited by the Commissioner or the bank supervisory agency of the state by which an other-state bank is chartered under subsection (e) of this section.
(2)    Each constituent bank’s rights, franchises, and interests in any property become the property of the successor without any deed, transfer, or other action.
(3)    The successor has the same powers that each constituent bank had as to any property held in any fiduciary capacity, without any deed, transfer, or other action. The successor may be removed or replaced as fiduciary in the same manner and to the same extent as the constituent bank.
(d)    (1)    Unless this construction would be unreasonable, any reference to any constituent bank in any writing, whether executed or taking effect before or after the consolidation or merger, shall be interpreted as a reference to the successor.
(2)    The successor may use the name of any constituent bank if it can do any act more conveniently under that name.
(e)    If a constituent bank has assets or engages in business activities that do not conform to the law governing the successor, the Commissioner or the bank supervisory agency of the state by which an other-state bank is chartered may allow a reasonable time for the successor to conform to that law.
(f)    Unless the Commissioner approves, the successor may not carry on its books an asset received from a constituent bank at a higher value than that on the books of the constituent bank at the time of the last examination by a State or federal bank examiner before the effective date of the consolidation or merger.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part II - Rights of Objecting Stockholders › Section 3-718 - Successor May Offer Fair Value

(a)    The successor in a consolidation, merger, or transfer of assets may offer to pay in cash to the objecting stockholders of a constituent bank not more than what it considers to be the fair value of their shares of stock as of the time of the stockholders’ meeting approving the transaction.
(b)    An objecting stockholder who accepts the offer is barred from receiving the appraised fair value of the shares of stock under § 3-719 of this subtitle.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part II - Rights of Objecting Stockholders › Section 3-719 - Right to Fair Value

(a)    The owner of shares of stock that were voted against a consolidation, merger, or transfer of assets is entitled to receive the fair value of those shares, in cash, if the transaction becomes effective.
(b)    A stockholder who desires to receive payment of the fair value for shares under this section, within 30 days after the transaction becomes effective, shall:
(1)    Make a written demand on the successor for payment; and
(2)    Surrender the stock certificates.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 7 - Consolidations, Mergers, and Transfers of Assets › Part II - Rights of Objecting Stockholders › Section 3-720 - Appraisal of Fair Value

(a)    The fair value of the shares of stock shall be determined as of the date of the stockholders’ meeting approving the consolidation, merger, or transfer of assets.
(b)    (1)    The determination of fair value shall be made by three appraisers as follows:
(i)    One chosen by the owners of two thirds of the shares involved;
(ii)    One chosen by the board of directors of the successor; and
(iii)    The third chosen by the other two appraisers.
(2)    The fair value to which any two appraisers agree shall govern.
(3)    The appraisers shall give notice of the fair value determination to the successor and to each stockholder who has made demand for the determination under § 3-719 of this subtitle.
(c)    (1)    Within 5 days after the appraisers give the notice of the fair value determination, a stockholder who is dissatisfied with that value may notify the Commissioner.
(2)    The Commissioner shall have the shares reappraised.
(3)    This reappraisal is final and binding as to the value of the shares of stock of that stockholder.
(d)    (1)    If the appraisal to be made under subsection (b) of this section is not completed within 90 days after the consolidation, merger, or transfer of assets becomes effective, the Commissioner shall have an appraisal made.
(2)    This appraisal is final and binding as to the value of the shares of stock of all objecting stockholders.
(e)    The successor shall pay the expenses of each appraisal made under this section.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 8 - Conversions and Voluntary Dissolutions › Section 3-801 - Conversion of National Banking Association, Federal Stock Savings and Loan Association, or Federal Stock Savings Bank Into a Commercial Bank

(a)    (1)    In this section the following words have the meanings indicated.
(2)    “Capital stock” includes both common and preferred stock.
(3)    “Converting institution” means a national banking association, a federal stock savings and loan association, or a federal stock savings bank.
(4)    “Federal stock savings and loan association” means an institution that is incorporated under federal law as a savings and loan association that has authority to issue capital stock.
(5)    “Federal stock savings bank” means an institution that is incorporated under federal law as a savings bank that has authority to issue capital stock.
(6)    “National banking association” has the meaning stated in § 1–101(p) of this article.
(b)    A converting institution that is located in this State may convert into a commercial bank as provided by federal law and this section.
(c)    (1)    The converting institution shall meet the requirements of this title for incorporation of a commercial bank.
(2)    The procedures for incorporation may be modified as required by the difference between incorporation and conversion.
(3)    Pursuant to regulations adopted by the Commissioner, any interested person may request that the Commissioner conduct a hearing regarding the conversion.
(d)    The consenting stockholders of the converting institution shall sign, acknowledge, and file articles of incorporation. The articles shall state that the conversion has been approved by the stockholders in the manner required by federal law.
(e)    The requirement for cash payment for stock may be met by exchanging shares of the new commercial bank for those of the converting institution valued at not more than fair cash market value.
(f)    (1)    The new commercial bank shall be considered the same business and corporate entity as the converting institution and, except as limited by this article or by its charter or bylaws, has all of the rights, powers, and duties of the converting institution.
(2)    The converting institution’s rights, franchises, and interests in any property become the property of the new commercial bank, subject to the liabilities of the converting institution that exist at the time of the conversion.
(g)    (1)    Unless this construction would be unreasonable, any reference to the converting institution in any writing, whether executed or taking effect before or after the conversion, shall be interpreted as a reference to the new commercial bank.
(2)    The new commercial bank may use the name of the converting institution if it can do any act more conveniently under that name.
(h)    If a converting institution has assets or engages in business activities that do not conform to the law governing commercial banks, the Commissioner may allow a reasonable time for the new commercial bank to conform to that law.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 8 - Conversions and Voluntary Dissolutions › Section 3-802 - Conversion of Commercial Bank Into National Banking Association

(a)    Any commercial bank may convert into a national banking association as provided by federal law.
(b)    When a commercial bank applies to the Comptroller of the Currency for conversion into a national banking association, it shall file with the Commissioner a written notice of its intent to convert.
(c)    When the Comptroller of the Currency issues a certificate of authority to do business as a national banking association, the charter of the commercial bank terminates and the new national banking association shall:
(1)    Take all property of the commercial bank, subject to all of its liabilities that exist at the time of conversion;
(2)    Notify the Commissioner of the conversion and the taking of property; and
(3)    File with the Commissioner a copy of the certificate of authority issued by the Comptroller of the Currency.
(d)    The Commissioner shall file a copy of the certificate of authority with the State Department of Assessments and Taxation.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 8 - Conversions and Voluntary Dissolutions › Section 3-803 - Voluntary Dissolution -- in General

(a)    A commercial bank may dissolve voluntarily, if the stockholders of the commercial bank and the Commissioner approve the dissolution as provided in this section.
(b)    A proposed voluntary dissolution shall be approved by the affirmative vote of the stockholders of the commercial bank who own two thirds of its capital stock.
(c)    (1)    After a proposed voluntary dissolution is approved by the stockholders, the board of directors of the commercial bank shall give the following notices.
(2)    The board shall give written notice to the Commissioner of the intended dissolution. This notice shall be certified under the corporate seal of the commercial bank by its president and by its cashier or treasurer.
(3)    The board also shall give notice to creditors of the commercial bank to present for payment any claim against it. This notice shall be published once each week for 8 consecutive weeks in a newspaper published in the county where the commercial bank has its principal banking office.
(d)    The Commissioner may approve the intended dissolution only if the Commissioner determines that the commercial bank is solvent.
2023 Maryland Statutes › Financial Institutions › Title 3 - Banking Institutions -- Commercial Banks › Subtitle 8 - Conversions and Voluntary Dissolutions › Section 3-804 - Voluntary Dissolution -- Preference for Property Held in Fiduciary Capacity

In the distribution of the general assets of a trust company that dissolves voluntarily, the person who succeeds the trust company as a personal representative, guardian, trustee, receiver, or other fiduciary has a preference for all debts and accounts that are due to or held by it as fiduciary over all other debts and liabilities, including salaries and wages of employees.