2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle F - Trust Companies › Chapter 183 - Ownership and Management of State Trust Company › Subchapter B. Board and Officers › Section 183.109. Transactions With Management and Affiliates

Sec. 183.109.  TRANSACTIONS WITH MANAGEMENT AND AFFILIATES.  (a)  Without the prior approval of a disinterested majority of the board recorded in the minutes, or if a disinterested majority cannot be obtained, the prior written approval of the banking commissioner, a state trust company may not directly or indirectly:
(1)  sell or lease an asset of the state trust company to an officer, director, manager, managing participant, or principal shareholder or participant of the state trust company or an affiliate of the state trust company;
(2)  purchase or lease an asset in which an officer, director, manager, managing participant, or principal shareholder or participant of the state trust company or an affiliate of the state trust company has an interest;  or
(3)  subject to Section 184.201, extend credit to an officer, director, manager, managing participant, or principal shareholder or participant of the state trust company or an affiliate of the state trust company.
(b)  Notwithstanding Subsection (a), a lease transaction described in Subsection (a)(2) involving real property may not be consummated, renewed, or extended without the prior written approval of the banking commissioner.  For purposes of this subsection only, an affiliate of a state trust company does not include a subsidiary of the state trust company.
(c)  Subject to Section 184.201, a state trust company may not directly or indirectly extend credit to an employee, officer, director, manager, managing participant, or principal shareholder or participant of the state trust company or to an affiliate of the state trust company, unless:
(1)  the extension of credit is made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions by the state trust company with persons who are not employees, officers, directors, managers, managing participants, principal shareholders, participants, or affiliates of the state trust company;
(2)  the extension of credit does not involve more than the normal risk of repayment or present other unfavorable features;  and
(3)  the state trust company follows credit underwriting procedures that are not less stringent than those applicable to comparable transactions by the state trust company with persons who are not employees, officers, directors, managers, managing participants, principal shareholders, participants, or affiliates of the state trust company.
(d)  An officer, director, manager, or managing participant of a state trust company who knowingly participates in or permits a violation of this section commits an offense.  An offense under this subsection is a felony of the third degree.
(e)  The finance commission may adopt rules to administer and carry out this section, including rules to establish limits, requirements, or exemptions other than those specified by this section for particular categories of transactions.
Added by Acts 1999, 76th Leg., ch. 62, Sec. 7.16(a), eff. Sept. 1, 1999.