reglab/statecodes huggingface dataset:
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter A. Incorporation in General › Section 62.010. Amendment of Articles of Incorporation or Bylaws

Sec. 62.010.  AMENDMENT OF ARTICLES OF INCORPORATION OR BYLAWS.  (a)  An association may amend its articles of incorporation or bylaws by a resolution adopted by a majority vote of those entitled to vote attending an annual meeting or a special meeting called for that purpose.
(b)  An amendment may not take effect before it is filed with and approved by the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter A. Incorporation in General › Section 62.011. Change of Office or Name

Sec. 62.011.  CHANGE OF OFFICE OR NAME.  (a)  Only with the prior approval of the commissioner may an association:
(1)  establish an office other than the principal office stated in the association's articles of incorporation;
(2)  move an office from its immediate vicinity;  or
(3)  change the association's name.
(b)  On request, the commissioner shall give a person who may be affected by an act described by Subsection (a) an opportunity to be heard.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter B. Incorporation to Reorganize or Merge › Section 62.051. Purpose of Incorporation

Sec. 62.051.  PURPOSE OF INCORPORATION.  A person may apply to incorporate an association for the purpose of:
(1)  purchasing the assets, assuming the liabilities, excluding liability to stockholders, and continuing the business of an association the commissioner considers to be in an unsafe condition;  or
(2)  acquiring an existing association by merger.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter B. Incorporation to Reorganize or Merge › Section 62.052. Incorporation Requirements

Sec. 62.052.  INCORPORATION REQUIREMENTS.  (a)  An application to incorporate an association under this subchapter must be submitted to the commissioner.
(b)  The application must include information required by rule of the finance commission.
(c)  The association must have capital in an amount set by the commissioner that is sufficient to carry out the purposes for which incorporation is requested.
(d)  If the commissioner considers the association to be reorganized or merged to be in an unsafe condition:
(1)  Chapter 2001, Government Code, does not apply to the application;  and
(2)  the application and all information relating to the application are confidential and not subject to public disclosure.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.  Amended by Acts 2001, 77th Leg., ch. 867, Sec. 24, eff. Sept. 1, 2001.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter B. Incorporation to Reorganize or Merge › Section 62.053. Decision on Application; Issuance of Certificate of Incorporation

Sec. 62.053.  DECISION ON APPLICATION;  ISSUANCE OF CERTIFICATE OF INCORPORATION.  (a)  The commissioner shall approve an application under this subchapter if the commissioner finds that:
(1)  the business of the association that is to be reorganized or merged can be effectively continued under the articles of incorporation;  and
(2)  the reorganization or merger is in the best interest of the general public and the savers, depositors, creditors, and shareholders of the association that is to be reorganized or merged.
(b)  If the commissioner approves an application under Subsection (a), the commissioner shall:
(1)  state findings under that subsection in writing;  and
(2)  issue under official seal a certificate of incorporation.
(c)  Notwithstanding Section 62.354, the commissioner may approve an application to incorporate under this subchapter if the commissioner:
(1)  considers the association that is to be reorganized or merged to be in an unsafe condition;  and
(2)  finds from the application and all information submitted with the application that the reorganization or merger is in the best interest of the general public and the savers, depositors, creditors, and shareholders of the association that is to be reorganized or merged.
(d)  On issuance of the certificate of incorporation, the association:
(1)  is a corporate body and a continuation of the former association, subject to all its liabilities, obligations, duties, and relations;  and
(2)  may exercise the powers of an association.
(e)  In a merger, a shareholder of a capital stock association has the same dissenter's rights as a shareholder of a domestic business corporation under the Texas Business Corporation Act.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter C. Administration › Section 62.101. Organizational Meeting

Sec. 62.101.  ORGANIZATIONAL MEETING.  (a)  Not later than the 30th day after the date the corporate existence of an association begins, the initial board shall hold an organizational meeting and elect officers and take other appropriate action to begin the business of the association.
(b)  The commissioner for good cause shown by order may extend the deadline prescribed by Subsection (a).
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter C. Administration › Section 62.102. Board of Directors

Sec. 62.102.  BOARD OF DIRECTORS.  (a)  A board of not less than five or more than 21 directors shall direct the business of the association.  The members or shareholders shall periodically set the number of directors by a resolution adopted at an annual meeting or a special meeting called for that purpose.
(b)  The members or shareholders shall elect the board by a majority vote at each annual meeting.
(c)  The bylaws of a capital stock association may require all or a majority of the board to be elected from among the holders of the capital stock.
(d)  A vacancy on the board is filled by the election by a majority vote of the remaining directors, regardless of whether a quorum exists, of a director to serve until the next annual meeting of the members or shareholders.  The remaining directors may continue to direct the association until the vacancy is filled.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter C. Administration › Section 62.104. Officers

Sec. 62.104.  OFFICERS.  (a)  The officers of an association are:
(1)  a president;
(2)  one or more vice presidents;
(3)  a secretary;  and
(4)  other officers prescribed by the bylaws.
(b)  The board shall elect the officers by a majority vote.
(c)  The president must be a member of the board.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter C. Administration › Section 62.105. Indemnity Bonds of Directors, Officers, and Employees

Sec. 62.105.  INDEMNITY BONDS OF DIRECTORS, OFFICERS, AND EMPLOYEES.  (a)  An association shall maintain a blanket indemnity bond with an adequate corporate surety protecting the association from loss by or through dishonest or criminal action or omission, including fraud, theft, robbery, or burglary, by an officer or employee of the association or a director of the association when the director performs the duties of an officer or employee.
(b)  An association that employs a collection agent who is not covered by the bond required by Subsection (a) shall provide for the bonding of the agent in an amount equal to at least twice the average monthly collection of the agent unless the agent is an institution insured by the Federal Deposit Insurance Corporation.  An association shall require a collection agent to settle with the association at least monthly.
(c)  The board and the commissioner must approve:
(1)  the amount and form of the bond;  and
(2)  the sufficiency of the surety.
(d)  The bond must provide that a cancellation by the surety or the insured is not effective until the earlier of:
(1)  the date the commissioner approves for the cancellation;  or
(2)  the 31st day after the date written notice of the cancellation is given to the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 464 (S.B. 1008), Sec. 3, eff. September 1, 2013.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter C. Administration › Section 62.106. Meetings of Members and Shareholders

Sec. 62.106.  MEETINGS OF MEMBERS AND SHAREHOLDERS.  (a)  The annual meeting of the members or shareholders of an association shall be held at the time set by the bylaws of the association.
(b)  A special meeting may be called as provided by the bylaws of the association.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter C. Administration › Section 62.107. Voting Rights

Sec. 62.107.  VOTING RIGHTS.  (a)  The bylaws of an association must specify the voting requirements, including quorum requirements, for conducting business at a meeting of the members or shareholders.
(b)  A person is entitled to vote at an annual or special meeting of the association if the person:
(1)  was a member or shareholder of record of the association on December 31 of the year preceding the date of the meeting or on the 20th business day preceding the date notice of the meeting was given, whichever is later;  and
(2)  has not ceased to be a member or shareholder of the association after the date described by Subdivision (1) and before the date of the meeting.
(c)  The bylaws of an association must provide for the voting rights of the members or shareholders.  The bylaws may provide for computing the number of votes that a member or shareholder is entitled to cast.  The bylaws of a capital stock association may provide that only a shareholder is entitled to vote.
(d)  Unless the bylaws of the association provide otherwise, on a question requiring action by the members or shareholders, each member or shareholder is entitled to cast:
(1)  one vote because the person is a member or shareholder;
(2)  one vote for each share or fraction of a share of the capital stock of the association the person owns;  and
(3)  one vote for each $100 or fraction of that amount of the withdrawal value of savings accounts the person holds.
(e)  A loan or a savings account creates a single membership for voting purposes even if more than one person is obligated on the loan or has an interest in the savings account.
(f)  Voting may be in person or by proxy.  A proxy must be in writing, signed by the member or shareholder or the member's or shareholder's attorney-in-fact, and filed with the secretary of the association.  Unless otherwise specified by the proxy, a proxy continues until:
(1)  a written revocation is delivered to the secretary;  or
(2)  the proxy is superseded by a subsequent proxy.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.151. Computation of Income; Statement of Condition

Sec. 62.151.  COMPUTATION OF INCOME;  STATEMENT OF CONDITION.  (a)  An association shall close its books at the times provided by its bylaws to determine the amount of its gross income for the period since the date of the last closing of its books.
(b)  An association's net income for a period is computed by subtracting the association's operating expenses for the period from the association's gross income for the period.
(c)  An association shall:
(1)  have prepared and published a statement of the association's condition as of December 31 of each year;  and
(2)  file a copy of the statement with the commissioner not later than January 15 of the year following the year for which the statement is prepared.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.152. Minimum Net Worth Requirement

Sec. 62.152.  MINIMUM NET WORTH REQUIREMENT.  An association shall meet minimum net worth requirements prescribed by rule of the finance commission.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.  Amended by Acts 2001, 77th Leg., ch. 867, Sec. 25, eff. Sept. 1, 2001.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.153. Insurance of Savings Accounts

Sec. 62.153.  INSURANCE OF SAVINGS ACCOUNTS.  (a)  An association may obtain insurance for its savings accounts from the Federal Deposit Insurance Corporation.
(b)  Only if the account is insured by the Federal Deposit Insurance Corporation may a person advertise, represent, or offer to accept a savings account in this state as:
(1)  an insured or guaranteed account;  or
(2)  the savings account of an insured or guaranteed institution.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.154. Limitation on Issuance of Securities

Sec. 62.154.  LIMITATION ON ISSUANCE OF SECURITIES.  An association may issue a form of stock, share, account, or investment certificate only as authorized by this subtitle.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.155. Common Stock

Sec. 62.155.  COMMON STOCK.  (a)  An association may not issue common stock before the common stock is fully paid for in cash.
(b)  An association may not make a loan against the shares of its outstanding common stock.
(c)  An association may not directly or indirectly purchase its own issued common stock.
(d)  An association may not retire or redeem common stock until:
(1)  all liabilities of the association are satisfied, including all amounts due to holders of savings accounts, unless:
(A)  the savings accounts are insured by an agency of the United States or written permission is obtained from the commissioner;  and
(B)  the retirement or redemption is authorized by a majority vote of the association's stockholders at an annual meeting or a special meeting called for that purpose;
(2)  the basis of the retirement or redemption is approved by the commissioner;  and
(3)  if an association's accounts are insured, the association files written consent from the insuring agency with the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.156. Preferred Stock

Sec. 62.156.  PREFERRED STOCK.  (a)  An association may not issue preferred stock before the preferred stock is fully paid for in cash.
(b)  An association may not make a loan against the shares of its outstanding preferred stock.
(c)  An association may retire or redeem preferred stock in the manner provided by:
(1)  the articles of incorporation;  or
(2)  a resolution of the board establishing the rights and preferences relating to the stock.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.157. Series and Classes of Preferred Stock

Sec. 62.157.  SERIES AND CLASSES OF PREFERRED STOCK.  (a)  The articles of incorporation may:
(1)  authorize that shares of preferred stock be divided into and issued in series;  and
(2)  determine the rights and preferences of each series or part of a series.
(b)  Each series must be clearly designated to distinguish its shares from the shares of other series or classes.
(c)  The articles of incorporation may authorize the board by resolution to divide classes of preferred stock into series and to determine the rights and preferences of the shares of each series.  A copy of the resolution must be submitted to the commissioner before the shares may be issued.  The commissioner shall file the resolution in the commissioner's office if the resolution conforms to this subtitle.  After the resolution is filed, it is considered an amendment of the association's articles of incorporation.
(d)  All shares of the same class of preferred stock must be identical except for the following rights and preferences:
(1)  the rate of dividend;
(2)  the terms, including price and conditions, under which shares may be redeemed;
(3)  the amount payable for shares on involuntary liquidation;
(4)  the amount payable for shares on voluntary liquidation;
(5)  a sinking fund provision for the redemption or purchase of shares;
(6)  the terms, including conditions, of conversion of shares that may be converted;  and
(7)  voting rights.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.158. Dividends on Capital Stock

Sec. 62.158.  DIVIDENDS ON CAPITAL STOCK.  The board of a capital stock association may declare and pay a dividend out of current or retained income, in cash or additional stock, to the holders of record of the stock outstanding on the date the dividend is declared.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.159. Use of Surplus Accounts and Expense Fund Contributions

Sec. 62.159.  USE OF SURPLUS ACCOUNTS AND EXPENSE FUND CONTRIBUTIONS.  (a)  At an association's closing date, the association may use all or part of a surplus account, whether earned or paid-in, or expense fund contributions on its books to:
(1)  meet expenses of operating the association for the period just closed;
(2)  make required transfers to loss reserves;  or
(3)  pay or credit dividends declared on savings accounts.
(b)  Paid-in surplus may be used instead of earnings to pay organizational and operating expenses and dividends on savings accounts and to meet any loss reserve requirements.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter D. Operations and Finances › Section 62.160. Use of Expense Fund Contributions

Sec. 62.160.  USE OF EXPENSE FUND CONTRIBUTIONS.  (a)  The expense of organizing the association, the association's operating expenses, and the dividends declared and paid or credited to the association's savings account holders may be paid out of the expense fund until the association's earnings are sufficient to pay those amounts.
(b)  The amounts contributed to the expense fund are not a liability of the association except as provided by this subchapter.
(c)  The association shall pay to the contributor dividends on the amount contributed.  An amount contributed to the expense fund is considered a savings account of the association.
(d)  Contributions to the expense fund may be repaid the contributors pro rata from the net earnings of the association after provision for required loss reserve allocations and payment or credit of dividends declared on savings accounts.
(e)  If the association is liquidated before contributions to the expense fund are repaid, contributions to the expense fund that remain unspent after the payment of expenses of liquidation, creditors, and the withdrawal value of savings accounts shall be repaid the contributors pro rata.
(f)  The association's books must reflect the expense fund.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter E. Conversion to Federal Association › Section 62.201. Conditions for Conversion

Sec. 62.201.  CONDITIONS FOR CONVERSION.  (a)  The finance commission by rule shall establish the conditions under which an association may convert to a federal association under Section 5, Home Owners' Loan Act (12 U.S.C. Section 1464), and its subsequent amendments.
(b)  The conditions must ensure that the conversion will not cause undue harm to the public interest or another existing association.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter E. Conversion to Federal Association › Section 62.202. Application to Convert

Sec. 62.202.  APPLICATION TO CONVERT.  (a)  An association may convert to a federal association if a resolution favoring the conversion is adopted by a majority vote of the members or shareholders of the association who are entitled to vote at an annual meeting or a special meeting called to consider the conversion.
(b)  The application to convert must:
(1)  be filed in the office of the commissioner not later than the 10th day after the date of the meeting;  and
(2)  include a copy of the minutes of the meeting, sworn to by the secretary or an assistant secretary.
(c)  The copy of the minutes filed under Subsection (b) is presumptive evidence that the meeting was held and the resolution was adopted.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter E. Conversion to Federal Association › Section 62.203. Review by Commissioner; Approval

Sec. 62.203.  REVIEW BY COMMISSIONER;  APPROVAL.  Not later than the 10th day after the date an application to convert is received, the commissioner shall:
(1)  consent in writing to the conversion;  or
(2)  set a hearing on whether the conversion complies with rules adopted under Section 62.201.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter E. Conversion to Federal Association › Section 62.204. Hearing on Application

Sec. 62.204.  HEARING ON APPLICATION.  (a)  A hearing set under Section 62.203(2) shall be held not later than the 25th day after the date the application is filed unless a later date is agreed to by the applicant and the commissioner.
(b)  The commissioner or a hearing officer designated by the commissioner shall conduct the hearing.
(c)  The hearing shall be conducted as a contested case as provided by Chapter 2001, Government Code, except that:
(1)  a proposal for decision may not be made;  and
(2)  the commissioner shall render a final decision or order not later than the 15th day after the date the hearing is closed.
(d)  The provisions of Chapter 2001, Government Code, relating to motion for rehearing and judicial review are available to the applicant if the commissioner refuses to approve the conversion.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter E. Conversion to Federal Association › Section 62.205. Consummation of Conversion

Sec. 62.205.  CONSUMMATION OF CONVERSION.  Within three months after the date the commissioner consents to the conversion of an association, the association shall take the action necessary under federal law to convert the association to a federal association.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter E. Conversion to Federal Association › Section 62.206. Filing of Charter or Certificate

Sec. 62.206.  FILING OF CHARTER OR CERTIFICATE.  (a)  The converted association shall file with the commissioner:
(1)  a copy of the charter issued to the federal association by the Office of the Comptroller of the Currency; or
(2)  a certificate showing the organization of the association as a federal association, certified by the secretary or assistant secretary of the Office of the Comptroller of the Currency.
(b)  Failure to file a required instrument with the commissioner does not affect the validity of the conversion.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 464 (S.B. 1008), Sec. 4, eff. September 1, 2013.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter E. Conversion to Federal Association › Section 62.207. Effect of Issuance of Charter

Sec. 62.207.  EFFECT OF ISSUANCE OF CHARTER.  On the issuance of a charter by the Office of the Comptroller of the Currency, the association:
(1)  ceases to be an association incorporated under this subtitle; and
(2)  is no longer subject to the supervision and control of the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 464 (S.B. 1008), Sec. 5, eff. September 1, 2013.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter E. Conversion to Federal Association › Section 62.208. Continuation of Corporate Existence

Sec. 62.208.  CONTINUATION OF CORPORATE EXISTENCE.  After an association is converted to a federal association:
(1)  the corporate existence of the association continues;  and
(2)  the federal association is considered to be a continuation of the association that was converted.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter E. Conversion to Federal Association › Section 62.209. Property and Obligations of Converted Association

Sec. 62.209.  PROPERTY AND OBLIGATIONS OF CONVERTED ASSOCIATION.  (a)  The property of an association converted to a federal association immediately by operation of law vests in the federal association.
(b)  The federal association:
(1)  holds the property in its own right to the extent it was held by the association that was converted;  and
(2)  succeeds to the obligations and relations of the association that was converted on the date the conversion takes effect.
(c)  A pending judicial proceeding to which the association that was converted is a party is not abated or discontinued by reason of the conversion and may be prosecuted to final judgment, order, or decree as if the conversion had not occurred.
(d)  The federal association may continue a judicial proceeding in its own corporate name.  A judgment, order, or decree that might have been rendered for or against the association that was converted may be rendered for or against the federal association.
(e)  In this section, "property" includes the right, title, and interest in and to property, including things in action, and each right, privilege, interest, and asset that exists or inures.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter F. Conversion of Federal Association or State or National Bank to State Association › Section 62.251. Application to Convert

Sec. 62.251.  APPLICATION TO CONVERT.  (a)  A federal association or state or national bank may convert to an association if the conversion is approved by a majority vote of the members or shareholders of the federal association or state or national bank cast at an annual meeting or a special meeting called to consider the conversion.
(b)  The application to convert must:
(1)  be filed in the office of the commissioner and with the appropriate banking agency not later than the 10th day after the date of the meeting; and
(2)  include a copy of the minutes of the meeting, sworn to by the secretary or an assistant secretary.
(c)  The copy of the minutes filed under Subsection (b) is presumptive evidence that the meeting was held and the conversion was approved.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2013, 83rd Leg., R.S., Ch. 464 (S.B. 1008), Sec. 6, eff. September 1, 2013.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter F. Conversion of Federal Association or State or National Bank to State Association › Section 62.252. Election of Directors; Execution and Acknowledgment of Application and Bylaws

Sec. 62.252.  ELECTION OF DIRECTORS;  EXECUTION AND ACKNOWLEDGMENT OF APPLICATION AND BYLAWS.  (a)  At the meeting under Section 62.251(a), the members or shareholders shall elect the directors of the association.
(b)  The directors shall execute two copies of the application required by Section 62.251.
(c)  Each director of the association shall sign and acknowledge the application as a subscriber and the proposed bylaws as an incorporator.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter F. Conversion of Federal Association or State or National Bank to State Association › Section 62.253. Review by Commissioner; Approval

Sec. 62.253.  REVIEW BY COMMISSIONER;  APPROVAL.  (a)  On receipt of an application, the commissioner shall order an examination of the entity to be converted.
(b)  If the commissioner finds the entity is in sound condition, the commissioner shall:
(1)  approve the conversion;  and
(2)  insert in the certificate of incorporation, at the end of the paragraph preceding the testimonium clause, the statement "This association is incorporated by conversion from __________ (a federal savings and loan association, state bank, or national bank, as applicable)."
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter F. Conversion of Federal Association or State or National Bank to State Association › Section 62.254. Applicability of Subtitle to Converted Association

Sec. 62.254.  APPLICABILITY OF SUBTITLE TO CONVERTED ASSOCIATION.  (a)  To the extent applicable, this subtitle applies to an association incorporated under this subchapter.
(b)  An association incorporated under this subchapter:
(1)  is a continuation of the entity that was converted;  and
(2)  has the property and rights of that entity.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter G. Conversion of Association to State or National Bank or State or Federal Savings Bank › Section 62.301. Application to Convert to State Savings Bank

Sec. 62.301.  APPLICATION TO CONVERT TO STATE SAVINGS BANK.  An association may apply to the commissioner to convert to a state savings bank by filing an application with the commissioner.  The application shall be processed under Subtitle C.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter G. Conversion of Association to State or National Bank or State or Federal Savings Bank › Section 62.302. Application to Convert to State or National Bank or State or Federal Savings Bank

Sec. 62.302.  APPLICATION TO CONVERT TO STATE OR NATIONAL BANK OR STATE OR FEDERAL SAVINGS BANK.  (a)  An association may convert to a state or national bank or state or federal savings bank if a resolution favoring the conversion is adopted by a majority vote of the members or shareholders of the association who are entitled to vote at an annual meeting or a special meeting called to consider the conversion.
(b)  The application to convert must:
(1)  be filed in the office of the commissioner not later than the 10th day after the date of the meeting;  and
(2)  include a copy of the minutes of the meeting, sworn to by the secretary or an assistant secretary.
(c)  The copy of the minutes filed under Subsection (b) is presumptive evidence that the meeting was held and the resolution was adopted.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter G. Conversion of Association to State or National Bank or State or Federal Savings Bank › Section 62.303. Review by Commissioner; Approval

Sec. 62.303.  REVIEW BY COMMISSIONER;  APPROVAL.  (a)  The commissioner shall approve the application if the commissioner determines that the association is in good standing.
(b)  For purposes of Subsection (a), an association is in good standing if the association has paid all fees, assessments, and money due and payable to the Department of Savings and Mortgage Lending.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2007, 80th Leg., R.S., Ch. 921 (H.B. 3167), Sec. 6.027, eff. September 1, 2007.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter G. Conversion of Association to State or National Bank or State or Federal Savings Bank › Section 62.304. Filing of Charter or Certificate

Sec. 62.304.  FILING OF CHARTER OR CERTIFICATE.  (a)  The bank or savings bank shall file with the commissioner:
(1)  a copy of the charter issued to the bank or savings bank by the appropriate financial institution regulatory agency;  or
(2)  a certificate showing the organization of the bank or savings bank as a financial institution, certified by the secretary or assistant secretary of the appropriate financial institution regulatory agency.
(b)  Failure to file the charter or certificate with the commissioner does not affect the validity of the conversion.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter G. Conversion of Association to State or National Bank or State or Federal Savings Bank › Section 62.305. Effect of Approval of Application and Issuance of Charter

Sec. 62.305.  EFFECT OF APPROVAL OF APPLICATION AND ISSUANCE OF CHARTER.  On the commissioner's approval of the application for conversion and the appropriate financial institution regulatory agency's issuance of a charter, the bank or savings bank:
(1)  ceases to be an association incorporated under this subtitle;  and
(2)  is no longer subject to the supervision and control of the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter G. Conversion of Association to State or National Bank or State or Federal Savings Bank › Section 62.306. Continuation of Corporate Existence

Sec. 62.306.  CONTINUATION OF CORPORATE EXISTENCE.  After an association is converted to a bank or savings bank:
(1)  the corporate existence of the association continues;  and
(2)  the bank or savings bank is considered to be a continuation of the association that was converted.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter G. Conversion of Association to State or National Bank or State or Federal Savings Bank › Section 62.307. Property and Obligations of Converted Association

Sec. 62.307.  PROPERTY AND OBLIGATIONS OF CONVERTED ASSOCIATION.  (a)  The property of an association converted to a bank or savings bank immediately by operation of law vests in the bank or savings bank.
(b)  The bank or savings bank:
(1)  holds the property in its own right to the extent it was held by the association that was converted;  and
(2)  succeeds to the obligations and relations of the association that was converted on the date the conversion takes effect.
(c)  A pending judicial proceeding to which the association that was converted is a party is not abated or discontinued by reason of the conversion and may be prosecuted to final judgment, order, or decree as if the conversion had not occurred.
(d)  The bank or savings bank may continue a pending action in its own corporate name.  A judgment, order, or decree that might have been rendered for or against the association that was converted may be rendered for or against the bank or savings bank.
(e)  In this section, "property" has the meaning assigned by Section 62.259(e).
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter H. Reorganization, Merger, and Consolidation › Section 62.351. Authority to Reorganize, Merge, or Consolidate

Sec. 62.351.  AUTHORITY TO REORGANIZE, MERGE, OR CONSOLIDATE.  (a)  An association may reorganize, merge, or consolidate with another association, federal association, foreign association, state or national bank, or state or federal savings bank under a plan adopted by the board.
(b)  The plan must be approved:
(1)  at an annual meeting or a special meeting called to consider the action by a majority of the total vote the members or shareholders are entitled to cast;  and
(2)  by the commissioner.
(c)  A shareholder of a capital stock association has the same dissenter's rights as a shareholder of a domestic corporation under the Texas Business Corporation Act.
(d)  A merger or consolidation of a domestic association with a foreign association is also subject to Subchapter I.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter H. Reorganization, Merger, and Consolidation › Section 62.352. Continuation of Corporate Existence; Home Office of Surviving Entity

Sec. 62.352.  CONTINUATION OF CORPORATE EXISTENCE;  HOME OFFICE OF SURVIVING ENTITY.  (a)  An entity that results from a reorganization, merger, or consolidation as provided by Section 62.351 has the same incidents as the reorganized, merged, or consolidated entity in the same manner as an entity that has converted under this chapter has the same incidents as the converting entity.
(b)  The home office of the association in the proposed merger that possesses the largest assets is the home office of the surviving entity unless the commissioner approves otherwise.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter H. Reorganization, Merger, and Consolidation › Section 62.353. Notice and Hearing; Confidentiality

Sec. 62.353.  NOTICE AND HEARING;  CONFIDENTIALITY.  (a)  On presentation of a plan of reorganization, merger, or consolidation, the commissioner shall give:
(1)  public notice of the reorganization, merger, or consolidation in each county in which an association participating in the plan has an office;  and
(2)  any interested person an opportunity to appear, present evidence, and be heard for or against the plan.
(b)  A hearing officer designated by the commissioner shall preside over the hearing.
(c)  If a protest is not received on or before the date of the hearing, the commissioner or hearing officer may waive the hearing.
(d)  Except as provided by Subsection (e), the provisions of Chapter 2001, Government Code, applicable to a contested case apply to the hearing.
(e)  If the commissioner designates a merger as a supervisory merger under rules adopted by the finance commission:
(1)  the notice and hearing provisions of Chapter 2001, Government Code, and of this section do not apply to the application;  and
(2)  the application and all information relating to the application are confidential and not subject to public disclosure.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter H. Reorganization, Merger, and Consolidation › Section 62.354. Denial by Commissioner of Plan

Sec. 62.354.  DENIAL BY COMMISSIONER OF PLAN.  The commissioner shall issue an order denying the plan if the commissioner finds that:
(1)  the reorganization, merger, or consolidation would substantially lessen competition or restrain trade, and result in a monopoly or further a combination or conspiracy to monopolize or attempt to monopolize the savings and loan industry in any part of the state, unless the anticompetitive effects of the reorganization, merger, or consolidation are clearly outweighed in the public interest by the probable effect of the reorganization, merger, or consolidation in meeting the convenience and needs of the community to be served;
(2)  in a merger or consolidation, the financial condition of either entity would jeopardize the financial stability of an association that is a party to the plan;
(3)  the plan is not in the best interest of an association that is a party to the plan;
(4)  the experience, ability, standing, competence, trustworthiness, or integrity of the management of the entities proposing the plan is such that the reorganization, merger, or consolidation would not be in the best interest of the associations that are parties to the plan;
(5)  after reorganization, merger, or consolidation, the surviving entity would not be solvent, have adequate capital structure, or be in compliance with the laws of this state;
(6)  the entities proposing the plan have not furnished all of the information pertinent to the application that is reasonably requested by the commissioner;  or
(7)  the entities proposing the plan are not acting in good faith.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Domestic and Foreign Associations › Section 62.401. Applicability of Subchapter

Sec. 62.401.  APPLICABILITY OF SUBCHAPTER.  (a)  This subchapter applies only to the merger or consolidation of a domestic association with a foreign association.
(b)  The requirements of and authority and duties provided by this subchapter are in addition to those provided by Subchapter H.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Domestic and Foreign Associations › Section 62.402. Adoption of Merger or Consolidation Plan

Sec. 62.402.  ADOPTION OF MERGER OR CONSOLIDATION PLAN.  The board of directors of the foreign association must adopt the merger or consolidation plan.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle B - Savings and Loan Associations › Chapter 62 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Domestic and Foreign Associations › Section 62.403. Notice and Hearing; Confidentiality

Sec. 62.403.  NOTICE AND HEARING;  CONFIDENTIALITY.  If the commissioner considers the domestic association to be in an unsafe condition:
(1)  the notice and hearing provisions of Chapter 2001, Government Code, and of Section 62.353 do not apply to the application;  and
(2)  the application and all information related to the application are confidential and not subject to public disclosure.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.