reglab/statecodes huggingface dataset:
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter E. Operations and Finances › Section 92.208. Common Stock

Sec. 92.208.  COMMON STOCK.  (a)  A savings bank may not issue common stock before the common stock is fully paid for in cash.
(b)  A savings bank may not make a loan against the shares of its outstanding common stock.
(c)  A savings bank may not purchase, directly or indirectly, its own issued common stock, except under a stock repurchase plan approved in advance by the commissioner.
(d)  A savings bank may not retire or redeem common stock until:
(1)  all liabilities of the savings bank are satisfied, including all amounts due to holders of deposit accounts, unless:
(A)  prior written permission is obtained from the commissioner;  and
(B)  the retirement or redemption is authorized by a majority vote of the savings bank's shareholders 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)  the savings bank files written consent of the Federal Deposit Insurance Corporation with the commissioner.
(e)  Subsections (b) and (c) apply to the securities of the savings bank's holding company and affiliates.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch. 1018 (H.B. 955), Sec. 5.09, eff. September 1, 2005.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter E. Operations and Finances › Section 92.209. Preferred Stock

Sec. 92.209.  PREFERRED STOCK.  (a)  A savings bank may not issue preferred stock before the preferred stock is fully paid for in cash.
(b)  A savings bank may not make a loan against the shares of its outstanding preferred stock.
(c)  A savings bank may retire or redeem preferred stock in the manner provided by:
(1)  the articles of incorporation;  or
(2)  a resolution of the board of the savings bank establishing the rights and preferences relating to the stock.
(d)  The extent to which preferred stock may be included as regulatory capital of a savings bank is subject to the rules adopted by the finance commission.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.  Amended by Acts 2001, 77th Leg., ch. 867, Sec. 46, eff. Sept. 1, 2001.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter E. Operations and Finances › Section 92.210. Series and Classes of Preferred Stock

Sec. 92.210.  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 savings bank'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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter E. Operations and Finances › Section 92.211. Dividends on Capital Stock

Sec. 92.211.  DIVIDENDS ON CAPITAL STOCK.  (a)  The board of a capital stock savings bank 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.
(b)  Without the prior approval of the commissioner, a cash dividend may not be declared by the board of a savings bank that the commissioner considers:
(1)  to be in an unsafe condition; or
(2)  to have less than zero total retained income on the date of the dividend declaration.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch. 1018 (H.B. 955), Sec. 5.10, eff. September 1, 2005.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter E. Operations and Finances › Section 92.212. Use of Surplus Accounts and Expense Fund Contributions

Sec. 92.212.  USE OF SURPLUS ACCOUNTS AND EXPENSE FUND CONTRIBUTIONS.  (a)  At a savings bank's closing date, the savings bank 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 savings bank for the period just closed;
(2)  make required transfers to loss reserves;  or
(3)  pay or credit earnings on deposit accounts.
(b)  Paid-in surplus may be used instead of earnings to pay organizational and operating expenses and earnings on deposit 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter E. Operations and Finances › Section 92.213. Use of Expense Fund Contributions

Sec. 92.213.  USE OF EXPENSE FUND CONTRIBUTIONS.  (a)  The expense of organizing a savings bank, its operating expenses, and earnings on accounts declared and paid or credited to its deposit account holders may be paid out of the expense fund until the savings bank's earnings are sufficient to pay those amounts.
(b)  The amounts contributed to the expense fund are not a liability of the savings bank except as provided by this subchapter.
(c)  The savings bank shall pay to the contributor dividends on the amount contributed to the same extent the savings bank pays dividends on a deposit account.  An amount contributed to the expense fund is considered a deposit account of the savings bank.
(d)  Contributions to the expense fund may be repaid to the contributors pro rata from the net earnings of the savings bank after provision for required loss reserve allocations and payment or credit of earnings declared on accounts.
(e)  If the savings bank 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 deposit accounts shall be repaid to the contributors pro rata.
(f)  The savings bank'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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter F. Conversion of Savings Bank to Other Financial Institution › Section 92.251. Conditions for Conversion

Sec. 92.251.  CONDITIONS FOR CONVERSION.  (a)  The finance commission by rule shall establish the conditions under which a savings bank may convert to another financial institution.
(b)  The rules must ensure that a conversion does not cause undue harm to the public interest or to another existing financial 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter F. Conversion of Savings Bank to Other Financial Institution › Section 92.252. Application for Conversion

Sec. 92.252.  APPLICATION FOR CONVERSION.  (a)  A savings bank may convert to another financial institution if a resolution declaring the conversion is adopted by a majority vote of the members or shareholders of the savings bank 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 30th 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.
Amended by:
Acts 2005, 79th Leg., Ch. 1018 (H.B. 955), Sec. 5.11, eff. September 1, 2005.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter F. Conversion of Savings Bank to Other Financial Institution › Section 92.253. Action by Commissioner on Application

Sec. 92.253.  ACTION BY COMMISSIONER ON APPLICATION.  Not later than the 10th day after the date an application to convert is received, the commissioner shall:
(1)  consent by written order to the conversion;  or
(2)  set a hearing on whether the conversion complies with rules adopted under Section 92.251.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter F. Conversion of Savings Bank to Other Financial Institution › Section 92.254. Hearing on Application

Sec. 92.254.  HEARING ON APPLICATION.  (a)  A hearing set under Section 92.253(2) must 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 under 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)  Chapter 2001, Government Code, governs a motion for rehearing and the availability of judicial review if the commissioner denies the application to convert.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter F. Conversion of Savings Bank to Other Financial Institution › Section 92.255. Consummation of Conversion

Sec. 92.255.  CONSUMMATION OF CONVERSION.  Within three months after the date of the commissioner's written order consenting to the conversion, the savings bank shall consummate the conversion in the manner prescribed by the applicable law of this state or the United States.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter F. Conversion of Savings Bank to Other Financial Institution › Section 92.256. Filing of Charter or Certificate

Sec. 92.256.  FILING OF CHARTER OR CERTIFICATE.  (a)  The new financial institution shall file with the commissioner:
(1)  a copy of the charter issued to the new financial institution by the appropriate banking agency;  or
(2)  the certificate showing the organization of the new financial institution, certified by the secretary or assistant secretary of the appropriate banking 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter F. Conversion of Savings Bank to Other Financial Institution › Section 92.257. Effect of Issuance of Charter

Sec. 92.257.  EFFECT OF ISSUANCE OF CHARTER.  On the issuance of a charter by the appropriate banking agency, the savings bank:
(1)  ceases to be a savings bank incorporated under this subtitle;  and
(2)  is not subject to the supervision and control of the commissioner under 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter F. Conversion of Savings Bank to Other Financial Institution › Section 92.258. Continuation of Corporate Existence

Sec. 92.258.  CONTINUATION OF CORPORATE EXISTENCE.  After a savings bank is converted to another financial institution:
(1)  the corporate existence of the savings bank continues;  and
(2)  the new financial institution is considered to be a continuation of the savings bank 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter F. Conversion of Savings Bank to Other Financial Institution › Section 92.259. Property and Obligations of Converted Savings Bank

Sec. 92.259.  PROPERTY AND OBLIGATIONS OF CONVERTED SAVINGS BANK.  The new financial institution:
(1)  retains any property, right, or obligation of the converted savings bank;  and
(2)  to the extent the provisions can be made applicable, is subject to Sections 92.306-92.308 as if it were a new savings bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter G. Conversion of Other Financial Institution to Savings Bank › Section 92.301. Application to Convert

Sec. 92.301.  APPLICATION TO CONVERT.  (a)  Another financial institution may convert to a savings bank if the conversion is approved by a majority vote of the members or shareholders of the financial institution cast at an annual meeting or a special meeting called to consider the conversion.
(b)  The application to convert must:
(1)  be submitted to the commissioner and mailed to the appropriate banking agency not later than the 30th 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 2005, 79th Leg., Ch. 1018 (H.B. 955), Sec. 5.12, eff. September 1, 2005.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter G. Conversion of Other Financial Institution to Savings Bank › Section 92.302. Election of Directors; Execution and Acknowledgment of Application and Bylaws

Sec. 92.302.  ELECTION OF DIRECTORS;  EXECUTION AND ACKNOWLEDGMENT OF APPLICATION AND BYLAWS.  (a)  At the meeting under Section 92.301(a), the members or shareholders shall elect directors of the savings bank.
(b)  The directors, or the president and secretary, shall execute two copies of an application for certificate of incorporation as provided by Subchapter B.
(c)  Each director, or the president and secretary, shall sign and acknowledge the application for certificate of incorporation as a subscriber and shall sign and acknowledge the bylaws as an incorporator.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch. 1018 (H.B. 955), Sec. 5.13, eff. September 1, 2005.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter G. Conversion of Other Financial Institution to Savings Bank › Section 92.303. Review by Commissioner; Approval

Sec. 92.303.  REVIEW BY COMMISSIONER;  APPROVAL.  (a)  On receipt of the application, the commissioner shall conduct an examination of the financial institution seeking conversion.
(b)  After the examination, the commissioner shall approve the conversion without a hearing if the commissioner determines that the converting financial institution is in sound condition and meets all requirements of Subchapter B and relevant rules of the finance commission.
(c)  On approval of the conversion, the incorporators shall insert a paragraph preceding the testimonium clause in the certificate of incorporation stating that the savings bank is incorporated by conversion from another financial institution.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.  Amended by Acts 2001, 77th Leg., ch. 867, Sec. 47, eff. Sept. 1, 2001.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter G. Conversion of Other Financial Institution to Savings Bank › Section 92.304. Hearing on Denial; Appeal

Sec. 92.304.  HEARING ON DENIAL;  APPEAL.  (a)  An applicant is entitled to a hearing under Chapter 2001, Government Code, if:
(1)  the commissioner denies an application to convert;  and
(2)  a written request for a hearing is delivered to the commissioner not later than the 10th day after the date the application is denied.
(b)  A hearing officer designated by the commissioner shall hold the hearing.
(c)  The commissioner shall enter a final order approving or denying the application not later than the 30th day after the date the hearing is completed.
(d)  An applicant may appeal a final order with the commissioner named as defendant.  The commissioner is not required to file an appeal bond in a cause arising under this section.  Filing an appeal under this section does not stay an order 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter G. Conversion of Other Financial Institution to Savings Bank › Section 92.305. Continuation of Corporate Existence

Sec. 92.305.  CONTINUATION OF CORPORATE EXISTENCE.  After another financial institution is converted to a savings bank:
(1)  the corporate existence of the financial institution continues;  and
(2)  the savings bank is considered to be a continuation of the financial institution 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter G. Conversion of Other Financial Institution to Savings Bank › Section 92.306. Property and Obligations of Converted Institution

Sec. 92.306.  PROPERTY AND OBLIGATIONS OF CONVERTED INSTITUTION.  (a)  The property of another financial institution that converts to a savings bank vests in the savings bank.
(b)  The savings bank:
(1)  holds the property in its own right to the extent the property was held by the financial institution that was converted;  and
(2)  on the date the conversion takes effect, succeeds to the rights, obligations, and relations of the financial institution that was converted.
(c)  In this section, the property of a financial institution includes each right, title, or interest of the institution in and to property, including things in action, and each right, privilege, interest, or asset of the institution that exists or that inures to the benefit of the 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter G. Conversion of Other Financial Institution to Savings Bank › Section 92.307. Effect of Conversion on Pending Legal Action

Sec. 92.307.  EFFECT OF CONVERSION ON PENDING LEGAL ACTION.  (a)  A judicial proceeding to which the financial institution that 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.
(b)  The savings bank may continue a judicial proceeding in its own corporate name.  A judgment, order, or decree that might have been rendered for or against the financial institution that converted may be rendered for or against the savings bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter G. Conversion of Other Financial Institution to Savings Bank › Section 92.308. Local Filing of Conversion Order Required

Sec. 92.308.  LOCAL FILING OF CONVERSION ORDER REQUIRED.  The savings bank shall file a copy of the order of conversion in each county in which the financial institution that converted owned real property at the time the conversion took effect.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter H. Reorganization, Merger, and Consolidation in General › Section 92.351. Authority to Reorganize, Merge, or Consolidate

Sec. 92.351.  AUTHORITY TO REORGANIZE, MERGE, OR CONSOLIDATE.  (a)  A savings bank may reorganize, merge, or consolidate with a corporation, another financial institution, or another entity 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 savings bank has the same dissenter's rights as a shareholder of a domestic corporation under the Texas Business Corporation Act.
(d)  A reorganization, merger, or consolidation is subject to Section 16, Article XVI, Texas Constitution.  A merger or consolidation of a domestic savings bank with a foreign savings bank is also subject to Subchapter I.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch. 1018 (H.B. 955), Sec. 5.14, eff. September 1, 2005.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter H. Reorganization, Merger, and Consolidation in General › Section 92.352. Notice and Hearing; Confidentiality

Sec. 92.352.  NOTICE AND HEARING;  CONFIDENTIALITY.  (a)  On receiving 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 a financial institution 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 hold 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter H. Reorganization, Merger, and Consolidation in General › Section 92.353. Denial by Commissioner of Plan

Sec. 92.353.  DENIAL BY COMMISSIONER OF PLAN.  The commissioner shall issue an order denying the plan if:
(1)  the reorganization, merger, or consolidation would substantially lessen competition or restrain trade and would result in a monopoly or further a combination or conspiracy to monopolize or attempt to monopolize the financial 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)  the plan is not in the best interest of the financial institutions that are parties to the plan;
(3)  the experience, ability, standing, competence, trustworthiness, or integrity of the management of the financial institutions proposing the plan is such that the reorganization, merger, or consolidation would not be in the best interest of the financial institutions that are parties to the plan;
(4)  after reorganization, merger, or consolidation, the surviving financial institution would not:
(A)  be solvent;
(B)  have adequate capital structure;  or
(C)  be in compliance with the law of this state;
(5)  the financial institutions proposing the plan have not furnished all the information pertinent to the application that is reasonably requested by the commissioner;  or
(6)  the financial institutions 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter H. Reorganization, Merger, and Consolidation in General › Section 92.354. Alternative or Additional Procedures

Sec. 92.354.  ALTERNATIVE OR ADDITIONAL PROCEDURES.  If the surviving financial institution is an entity other than a savings bank, the commissioner may accept, in addition to or instead of the requirements of this subchapter, the procedures and decision of the appropriate banking agency with jurisdiction over the surviving financial 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter H. Reorganization, Merger, and Consolidation in General › Section 92.355. Continuation of Corporate Existence; Home Office of Surviving Entity

Sec. 92.355.  CONTINUATION OF CORPORATE EXISTENCE;  HOME OFFICE OF SURVIVING ENTITY.  (a)  An entity that results from a reorganization, merger, or consolidation as provided by Section 92.351 has the property rights and obligations of the reorganized, merged, or consolidated entity in the same manner as an entity that results from the conversion of a savings bank under this chapter has the property rights and obligations of the savings bank.
(b)  The home office of the surviving financial institution is the home office of the financial institution in the merger that has the largest assets unless the commissioner approves a different home office.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Foreign and Domestic Savings Banks › Section 92.401. Applicability of Subchapter

Sec. 92.401.  APPLICABILITY OF SUBCHAPTER.  (a)  Except as provided by Section 92.407, this subchapter applies only to the merger or consolidation of a domestic savings bank with a foreign savings bank.
(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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Foreign and Domestic Savings Banks › Section 92.402. Adoption of Merger or Consolidation Plan

Sec. 92.402.  ADOPTION OF MERGER OR CONSOLIDATION PLAN.  The board of the foreign savings bank 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Foreign and Domestic Savings Banks › Section 92.403. Notice and Hearing; Confidentiality

Sec. 92.403.  NOTICE AND HEARING;  CONFIDENTIALITY.  If the commissioner considers the domestic savings bank to be in an unsafe condition:
(1)  the provisions of Chapter 2001, Government Code, applicable to a contested case 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.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Foreign and Domestic Savings Banks › Section 92.404. Denial by Commissioner of Application

Sec. 92.404.  DENIAL BY COMMISSIONER OF APPLICATION.  If the surviving savings bank is a foreign savings bank, the commissioner shall deny the application if:
(1)  the law of the state in which the foreign savings bank has its principal place of business does not permit a savings bank of that state to merge or consolidate with a domestic savings bank if the surviving savings bank is a domestic savings bank;  or
(2)  the foreign savings bank is controlled by a holding company that has its principal place of business in a state whose law does not permit a savings bank of that state to merge or consolidate with a domestic savings bank if the surviving savings bank is a domestic savings bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Foreign and Domestic Savings Banks › Section 92.405. Approval by Commissioner of Plan

Sec. 92.405.  APPROVAL BY COMMISSIONER OF PLAN.  (a)  If the commissioner approves the plan of merger or consolidation, the commissioner shall issue an order approving the merger or consolidation.
(b)  If the surviving savings bank is a foreign savings bank, the commissioner shall issue and deliver to the surviving savings bank a certificate of authority to do business as a savings bank in this state for a period that expires January 31 of the next calendar year.
(c)  A surviving savings bank that is a domestic savings bank shall operate under:
(1)  the articles and bylaws of the merging or consolidating domestic savings bank;  and
(2)  the law applicable to a domestic savings bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Foreign and Domestic Savings Banks › Section 92.406. Enforcement of Condition, Restriction, or Requirement on Surviving Foreign Savings Bank

Sec. 92.406.  ENFORCEMENT OF CONDITION, RESTRICTION, OR REQUIREMENT ON SURVIVING FOREIGN SAVINGS BANK.  If the surviving savings bank is a foreign savings bank, the commissioner may enforce a condition, restriction, or requirement on the surviving savings bank that could have been enforced by the state in which the foreign savings bank has its principal place of business if the merger or consolidation had occurred in that state and the surviving savings bank were a domestic savings bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter I. Additional Provisions for Merger or Consolidation of Foreign and Domestic Savings Banks › Section 92.407. Merger of Foreign Savings and Loan Association

Sec. 92.407.  MERGER OF FOREIGN SAVINGS AND LOAN ASSOCIATION.  (a)  A foreign savings and loan association may merge with a domestic savings bank under this subchapter as if the foreign savings and loan association were a foreign savings bank.
(b)  If the surviving institution is the foreign savings and loan association, the commissioner shall issue and deliver to the foreign savings and loan association a certificate of authority under Section 92.405 to do business in this state.
(c)  In this section, "foreign savings and loan association" means a savings and loan association:
(1)  whose principal office is located outside this state;  and
(2)  that was organized under the law of another state or the law of the United States.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter J. Merger of Subsidiary Corporation › Section 92.451. Authority to Merge

Sec. 92.451.  AUTHORITY TO MERGE.  One or more corporations organized under the law of this state may merge into a savings bank that owns all the corporations' capital stock if:
(1)  the board of the savings bank and each corporation by majority vote adopt a plan of merger;  and
(2)  the secretary of state and the commissioner approve the 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter J. Merger of Subsidiary Corporation › Section 92.452. Articles of Merger

Sec. 92.452.  ARTICLES OF MERGER.  (a)  The articles of merger must:
(1)  be executed by the president or vice president and a secretary or assistant secretary of the savings bank and each corporation;  and
(2)  include:
(A)  the name of the savings bank and each corporation;
(B)  a copy of the resolution of the savings bank and each corporation adopting the plan of merger;
(C)  a statement of the number of shares of each class issued or authorized by each corporation;
(D)  a statement that all capital stock of each corporation is owned by the savings bank;  and
(E)  a statement incorporating the provisions of Section 92.454(b).
(b)  The original and a copy of the articles of merger must be submitted to the secretary of state and 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter J. Merger of Subsidiary Corporation › Section 92.453. Approval of Merger

Sec. 92.453.  APPROVAL OF MERGER.  (a)  The secretary of state shall approve the articles of merger if the secretary of state determines that:
(1)  the articles of merger comply with applicable law;  and
(2)  all fees and franchise taxes due from each corporation have been paid.
(b)  The commissioner shall approve the articles of merger if the commissioner determines that:
(1)  the articles of merger comply with applicable law;  and
(2)  the merger is in the best interest of the savings bank.
(c)  On approval of the articles of merger, each approving officer shall:
(1)  endorse on the original and a copy of the articles of merger the word "filed" and the date of the approval;
(2)  file the original and a copy of the articles of merger in the records of the officer's office;  and
(3)  issue and deliver to the savings bank a certificate of merger with an attached copy of the articles of 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter J. Merger of Subsidiary Corporation › Section 92.454. Effect of Merger

Sec. 92.454.  EFFECT OF MERGER.  (a)  A merger takes effect on the date the last required certificate of merger is issued.
(b)  After the merger takes effect:
(1)  a corporation that was merged ceases to exist;
(2)  the savings bank assumes the rights and obligations of the corporation and owns the property of the corporation;  and
(3)  the savings bank's articles of incorporation are considered amended to the extent that a change is stated in the plan of 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 C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter J. Merger of Subsidiary Corporation › Section 92.455. Inapplicability of Subchapter H

Sec. 92.455.  INAPPLICABILITY OF SUBCHAPTER H.  Subchapter H does not apply to a merger under this subchapter.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter K. Voluntary Liquidation › Section 92.501. Resolution to Liquidate and Dissolve

Sec. 92.501.  RESOLUTION TO LIQUIDATE AND DISSOLVE.  (a)  A savings bank may liquidate and dissolve if:
(1)  at an annual meeting or a special meeting called for the purpose, the members or shareholders by majority vote adopt a resolution to liquidate and dissolve;  and
(2)  a copy of the resolution certified by the president and secretary of the savings bank and an itemized statement of the savings bank's assets and liabilities sworn to by a majority of its board is filed with and approved by the commissioner.
(b)  After the commissioner approves the resolution:
(1)  the savings bank may not accept additional deposit accounts or additions to deposit accounts or make additional loans;  and
(2)  the savings bank's income and receipts in excess of actual expenses of liquidation shall be applied to the discharge of its liabilities.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter K. Voluntary Liquidation › Section 92.502. Distribution of Assets

Sec. 92.502.  DISTRIBUTION OF ASSETS.  (a)  The board, under the commissioner's supervision and in accordance with the approved liquidation plan, shall liquidate the affairs of the savings bank and reduce its assets to cash for the purpose of paying, satisfying, and discharging all existing liabilities and obligations of the savings bank, including the full withdrawal value of all deposit accounts.
(b)  The board shall distribute any remaining balance to the members or shareholders of record on the date the savings bank adopted the resolution to liquidate, according to their liquidation rights.
(c)  The board shall pay from the savings bank's assets all expenses incurred by the commissioner or any of the commissioner's representatives during the course of liquidation.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter K. Voluntary Liquidation › Section 92.503. Final Report and Accounting

Sec. 92.503.  FINAL REPORT AND ACCOUNTING.  (a)  On completion of the liquidation, the board shall file with the commissioner a final report and accounting of the liquidation.
(b)  The commissioner's approval of the report is a complete and final discharge of the board and each member in connection with the liquidation of the savings bank.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter L. Change of Control of Savings Bank › Section 92.551. Inapplicability of Subchapter

Sec. 92.551.  INAPPLICABILITY OF SUBCHAPTER.  This subchapter does not apply to a conversion, reorganization, merger, consolidation, or voluntary liquidation under Subchapter F, G, H, J, or K.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter L. Change of Control of Savings Bank › Section 92.552. Effect of Subchapter on Other Law

Sec. 92.552.  EFFECT OF SUBCHAPTER ON OTHER LAW.  This subchapter does not:
(1)  excuse or diminish notice requirements prescribed by this subtitle;  or
(2)  prevent the commissioner from investigating, commenting on, or seeking to enjoin or set aside a transfer of voting securities of a savings bank that the commissioner considers to be against the public interest, regardless of whether the transfer is subject to this subchapter.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter L. Change of Control of Savings Bank › Section 92.553. Application for Change of Control

Sec. 92.553.  APPLICATION FOR CHANGE OF CONTROL.  (a)  Control of a savings bank may change only if an application for approval of the change of control is filed with and approved by the commissioner.
(b)  The application must be:
(1)  on a form prescribed by the commissioner;
(2)  sworn to;  and
(3)  accompanied by the filing fee.
(c)  Unless the commissioner expressly waives a requirement of this subsection, the application must contain:
(1)  the identity, history, business background and experience, and financial condition of each person by whom or on whose behalf the acquisition is to be made, including a description of:
(A)  the managerial resources and future prospects of each acquiring party;  and
(B)  any material pending legal or administrative proceedings to which the applicant is a party;
(2)  the terms of any proposed acquisition and the manner in which the acquisition is to be made;
(3)  the identity, source, and amount of the money or other consideration used or to be used in making the acquisition and, if any part of the money or other consideration was or is to be borrowed or otherwise obtained for the purpose of making the acquisition, a description of the transaction, the names of the parties, and arrangements, agreements, or understandings with those parties;
(4)  any plan or proposal of an acquiring party to liquidate the savings bank, sell the savings bank's assets, merge the savings bank with another company, or make other major changes in the savings bank's business, corporate structure, or management;
(5)  the terms of any offer, invitation, agreement, or arrangement under which a voting security of the savings bank will be acquired and any contract affecting that security or its financing after it is acquired;
(6)  information establishing that the requirements under Section 92.556(a) are satisfied;  and
(7)  other information that:
(A)  the finance commission by rule requires;  or
(B)  the commissioner orders to be included in a particular application.
(d)  The commissioner may require each member of a group proposing to acquire voting securities of a savings bank under this subchapter to provide the information required by the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.  Amended by Acts 2001, 77th Leg., ch. 867, Sec. 48, eff. Sept. 1, 2001.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter L. Change of Control of Savings Bank › Section 92.554. Notice of Application

Sec. 92.554.  NOTICE OF APPLICATION.  (a)  On receipt of an application, the commissioner shall submit to the Texas Register for publication in the next issue after the date the application is received or publish in a newspaper of general circulation that is printed in English in the county in which the savings bank is to have the savings bank's principal office:
(1)  notice of the application;
(2)  the date the application was filed; and
(3)  the identity of each party to the application.
(b)  The commissioner may waive the publication requirement of this section or may permit delay of publication if the commissioner determines that the waiver or delay is in the public interest.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2021, 87th Leg., R.S., Ch. 963 (S.B. 1900), Sec. 1, eff. September 1, 2021.
2023 Texas Statutes › Finance Code › Title 3 - Financial Institutions and Businesses › Subtitle C - Savings Banks › Chapter 92 - Organizational and Financial Requirements › Subchapter L. Change of Control of Savings Bank › Section 92.555. Confidentiality

Sec. 92.555.  CONFIDENTIALITY.  (a)  Except as provided by this section, information the commissioner obtains under this subchapter that is not published is confidential and may not be disclosed by the commissioner or an officer or employee of the Department of Savings and Mortgage Lending.
(b)  Information that would have been contained in a published notice waived by the commissioner under Section 92.554 becomes public information under Chapter 552, Government Code, on the 34th day after the date the application is filed.
(c)  On request, the commissioner may disclose the identity of an actual or beneficial owner of a savings bank incorporated under this subtitle.
(d)  The commissioner may disclose information to an appropriate banking agency or another appropriate government department, agency, or instrumentality of this state, another state, or the United States if the commissioner considers the disclosure necessary or proper to enforce the laws of any state or the United States and in the best interest of the public.
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. 6.038, eff. September 1, 2007.