CHAPTER 62. ORGANIZATIONAL AND FINANCIAL REQUIREMENTS
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
Sec. 62.001. APPLICATION TO INCORPORATE. (a) Five or more
residents of this state may apply to incorporate an association
by submitting to the commissioner an application and the filing
fee.
(b) An application must contain:
(1) two copies of the association's articles of incorporation
identifying:
(A) the name of the association;
(B) the location of the principal office; and
(C) the names and addresses of the initial directors;
(2) two copies of the association's bylaws;
(3) data sufficiently detailed and comprehensive to enable the
commissioner to make a determination under Section 62.007,
including statements, exhibits, and maps;
(4) other information relating to the association and its
operation that the finance commission by rule requires; and
(5) financial information about each applicant, incorporator,
director, or shareholder that the finance commission by rule
requires.
(c) Financial information described by Subsection (b)(5) is
confidential and not subject to public disclosure unless the
commissioner finds that public disclosure is necessary.
(d) The articles of incorporation and statements of fact shall
be signed and sworn to.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by Acts 2001, 77th Leg., ch. 867, Sec. 23, eff. Sept. 1,
2001.
Sec. 62.002. ADDITIONAL INCORPORATION REQUIREMENTS FOR CAPITAL
STOCK ASSOCIATION. (a) A capital stock association's articles
of incorporation must include a statement of:
(1) the aggregate number of shares of common stock that the
association may issue;
(2) the par value of each share or that the shares are without
par value;
(3) whether the association may issue preferred stock;
(4) the amount of stock that has been subscribed and will be
paid for before the association begins business;
(5) the name and address of each subscriber and the amount
subscribed by each; and
(6) the amount of paid-in surplus with which the association
will begin business.
(b) Before approving the application of a capital stock
association, the commissioner may require the association to have
an aggregate amount of capital in the form of stock and paid-in
surplus that the finance commission by rule specifies.
(c) The subscriptions for capital stock and paid-in surplus,
less lawful expenditures, shall be returned pro rata to the
subscribers if:
(1) the application is not approved; or
(2) the association does not begin business.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.003. ADDITIONAL INCORPORATION REQUIREMENTS FOR MUTUAL
ASSOCIATION. (a) A mutual association's articles of
incorporation must include a statement of the amount of savings
liability of the association and the amount of the expense fund
with which the association will begin business.
(b) Before approving the articles of incorporation of a mutual
association, the commissioner may require the association to have
subscriptions for an aggregate amount of savings accounts and an
expense fund in an aggregate amount that the commissioner, under
rules of the finance commission, finds is necessary for the
successful operation of the association.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.004. APPROVAL OF MANAGING OFFICER. (a) An association
may not begin business before:
(1) it presents to the commissioner the name and qualifications
of its managing officer; and
(2) the commissioner approves the managing officer.
(b) An applicant is not required at a hearing on the application
to specify in the public record the name or qualifications of the
managing officer of the association.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.005. CORPORATE NAME. (a) The name of an association
must include the words "Savings Association," "Savings
Institution," "Savings and Loan Association," or "Savings and
Loan Institution," preceded by one or more appropriate
descriptive words approved by the commissioner.
(b) The commissioner may not approve the incorporation of an
association that has the same name as another association
authorized to do business in this state under this subtitle or a
name so nearly resembling the name of another association as to
be calculated to deceive unless the association is formed:
(1) by the reincorporation, reorganization, or consolidation of
other associations; or
(2) on the sale of the property or franchise of an association.
(c) A person who is not an association authorized to do business
under this subtitle may not do business under a name or title
that:
(1) indicates or reasonably implies that the business being done
is the type of business carried on or transacted by an
association; or
(2) is calculated to lead a person to believe that the business
being done is the type of business carried on or transacted by an
association.
(d) On application by the commissioner or an association, a
court may enjoin a violation of this section.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.006. HEARING ON APPLICATION TO INCORPORATE. (a) On the
filing of a complete application to incorporate, the commissioner
shall:
(1) issue public notice of the application; and
(2) give any interested person an opportunity to appear, present
evidence, and be heard for or against the application.
(b) A hearing officer designated by the commissioner shall
preside over the hearing.
(c) The hearing officer shall file with the commissioner a
report on the hearing. The report must:
(1) specify findings of fact on each condition described by
Section 62.007(a); and
(2) identify the evidence that forms the basis for the findings.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.007. DECISION ON APPLICATION TO INCORPORATE; ISSUANCE OF
CERTIFICATE OF INCORPORATION. (a) The commissioner may approve
an application to incorporate only if the commissioner finds
that:
(1) the prerequisites to incorporation required by this chapter
are satisfied;
(2) the character, responsibility, and general fitness of each
person named in the articles of incorporation command confidence
and warrant belief that:
(A) the business of the association will be honestly and
efficiently conducted in accordance with the intent and purpose
of this subtitle; and
(B) the association will have qualified full-time management;
(3) there is a public need for the association;
(4) the volume of business in the community in which the
association will conduct its business indicates a profitable
operation is probable; and
(5) the operation of the association will not unduly harm an
existing association.
(b) On finding that the requirements of Subsection (a) are
fulfilled, the commissioner shall:
(1) enter an order approving the application and stating the
findings required by Subsection (a);
(2) issue under official seal a certificate of incorporation;
(3) deliver a copy of the approved articles of incorporation and
bylaws to the incorporators; and
(4) permanently retain a copy of the articles and bylaws.
(c) On delivery of the certificate of incorporation to the
incorporators, the association:
(1) is a corporate body with perpetual existence unless
terminated by law; and
(2) may exercise the powers of an association beginning on the
date the commissioner certifies receipt of satisfactory proof
that the association has received in cash and free of
encumbrance:
(A) the required amount of the capital stock and paid-in surplus
if the association is a capital stock association; or
(B) the required amount of the savings liability and expense
fund if the association is a mutual association.
(d) On denial of an application, the commissioner shall enter an
order denying the application and include a written statement
specifying the grounds for the denial. The commissioner shall
deliver by certified mail a copy of the order to the designated
representative of the incorporators.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.008. PREFERENCE FOR LOCAL CONTROL. If an application to
incorporate a new association that proposes to locate an office
in a community is before the commissioner at the same time as an
application to establish an additional office in the same
community from an existing association and the principal office
of the existing association is located in a county other than the
county in which the community is located, the commissioner may
give additional weight to the application of the applicant that
has the greater degree of control vested in or held by residents
of the community.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.009. DEADLINE FOR COMMENCING BUSINESS. (a) An
association shall begin business not later than the first
anniversary of the date the commissioner approves the
association's application.
(b) On the request of the incorporators and for good cause
shown, the commissioner may grant a reasonable extension of the
deadline prescribed by Subsection (a).
(c) The commissioner may rescind the authority to operate of an
association that does not begin business as required by this
subtitle.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
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.
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.
SUBCHAPTER B. INCORPORATION TO REORGANIZE OR MERGE
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.
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.
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.
SUBCHAPTER C. ADMINISTRATION
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.
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.
Sec. 62.103. QUALIFICATION OF DIRECTORS. (a) To be qualified
for election as a director, a person must own, in good faith, in
the person's own right, and as shown on the books of the
association, a savings account, capital stock, or a combination
of both that has a value of at least $1,000. The ownership
interest may not be reduced to an amount less than that required
by this subsection by withdrawal or pledge for a loan by the
association while the person is a director. The bylaws of an
association may prescribe other qualifications for a director.
(b) A director whose ownership interest falls below the amount
required by Subsection (a) ceases to be a director. An action of
the board is not invalidated by the participation of the director
who ceases to be a director.
(c) A director who does not satisfy the qualifications
prescribed by this section because the association exercises its
right of redemption of savings accounts under Section 65.010
remains in office until the expiration of the director's term or
the director otherwise is disqualified from serving, whichever
occurs first.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
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.
Sec. 62.105. INDEMNITY BONDS OF DIRECTORS, OFFICERS, AND
EMPLOYEES. (a) An association shall maintain on file with the
commissioner 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.
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.
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.
SUBCHAPTER D. OPERATIONS AND FINANCES
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
SUBCHAPTER E. CONVERSION TO FEDERAL ASSOCIATION
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.
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.
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.
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.
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.
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 Thrift Supervision; 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 Thrift Supervision.
(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.
Sec. 62.207. EFFECT OF ISSUANCE OF CHARTER. On the issuance of
a charter by the Office of Thrift Supervision, 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.
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.
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.
SUBCHAPTER F. CONVERSION OF FEDERAL ASSOCIATION OR STATE OR
NATIONAL BANK TO STATE ASSOCIATION
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
Office of Thrift Supervision or its successor 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.
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.
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.
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.
SUBCHAPTER G. CONVERSION OF ASSOCIATION TO STATE OR NATIONAL BANK
OR STATE OR FEDERAL 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.
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.
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, Sec. 6.027, eff. September 1, 2007.
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.
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.
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.
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.
SUBCHAPTER H. REORGANIZATION, MERGER, AND CONSOLIDATION
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.
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.
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.
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.
SUBCHAPTER I. ADDITIONAL PROVISIONS FOR MERGER OR CONSOLIDATION
OF DOMESTIC AND FOREIGN ASSOCIATIONS
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.
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.
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.
Sec. 62.404. DENIAL BY COMMISSIONER OF APPLICATION. If the
surviving association is a foreign association, the commissioner
shall deny the application if:
(1) the laws of the state in which the foreign association has
its principal place of business do not permit a savings and loan
association of that state to merge or consolidate with a domestic
association if the surviving association is a domestic
association; or
(2) the foreign association is controlled by a savings and loan
holding company that has its principal place of business in a
state whose laws do not permit a savings and loan association of
that state to merge or consolidate with a domestic association if
the surviving association is a domestic association.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.405. 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 association is a foreign association, the
commissioner shall issue and deliver to the surviving association
a certificate of authority to do business as an association in
this state for the period expiring on January 31 of the next
calendar year.
(c) A surviving association that is a domestic association shall
operate under:
(1) the articles and bylaws of the merging or consolidating
domestic association; and
(2) the laws applicable to a domestic association.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.406. ENFORCEMENT OF CONDITION, RESTRICTION, OR
REQUIREMENT ON SURVIVING FOREIGN ASSOCIATION. If the surviving
association is a foreign association, the commissioner may
enforce a condition, restriction, or requirement on the surviving
association that could have been enforced by the state in which
the foreign association has its principal place of business if
the merger or consolidation had occurred in that state and the
surviving association were a domestic association.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER J. MERGER OF SUBSIDIARY CORPORATION
Sec. 62.451. AUTHORITY TO MERGE. One or more corporations
organized under a law of this state may merge into an association
that owns all of the corporations' capital stock if:
(1) the board of directors of the association and each
corporation by a majority vote adopt the 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.
Sec. 62.452. 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 association and each
corporation; and
(2) include:
(A) the name of the association and each corporation;
(B) a copy of the resolution of the association 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 association; and
(E) a statement incorporating the provisions of Section
62.454(b).
(b) An original and a copy of the articles of merger shall be
submitted to the secretary of state and the commissioner.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.453. 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 association.
(c) On approval of the articles of merger, each approving
officer shall:
(1) endorse on the original and copy of the articles of merger
the word "filed" and the date of the approval;
(2) file the original articles of merger in the records of the
officer's office; and
(3) issue and deliver to the association 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.
Sec. 62.454. 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 association assumes the rights and obligations of the
corporation and owns the property of the association; and
(3) the association'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.
Sec. 62.455. 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.
SUBCHAPTER K. VOLUNTARY LIQUIDATION
Sec. 62.501. RESOLUTION TO LIQUIDATE AND DISSOLVE; APPROVAL BY
COMMISSIONER. (a) An association may liquidate and dissolve if:
(1) at an annual meeting or a special meeting called for that
purpose, the members and shareholders by majority vote adopt a
resolution to liquidate and dissolve; and
(2) a copy of the resolution certified to by the president and
the secretary of the association and an itemized statement of the
association's assets and liabilities sworn to by a majority of
its board is filed with and approved by the commissioner.
(b) On the approval by the commissioner of the resolution:
(1) the association may not accept additional savings accounts
or additions to savings accounts or make additional loans; and
(2) the association'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.
Sec. 62.502. 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 association
and reduce the association's assets to cash for the purpose of
paying, satisfying, and discharging all existing liabilities and
obligations of the association, including the withdrawal value of
all savings accounts.
(b) The board shall distribute any remaining balance pro rata
among the savings account members of record on the date the
association adopted the resolution to liquidate.
(c) The board of a capital stock association shall distribute
any assets remaining after liabilities and obligations are fully
paid and satisfied, including the withdrawal value of savings
accounts, among the shareholders according to their liquidation
rights.
(d) The board shall pay from the assets of the association all
expenses incurred by the commissioner and the commissioner's
representatives during the course of the liquidation.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.503. 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 association.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
SUBCHAPTER L. CHANGE OF CONTROL OF ASSOCIATION
Sec. 62.551. INAPPLICABILITY OF SUBCHAPTER. This subchapter
does not apply to a conversion, reorganization, merger,
consolidation, or voluntary liquidation under Subchapter E, F, G,
H, J, or K.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.552. EFFECT OF SUBCHAPTER ON OTHER LAW. This subchapter
does not:
(1) excuse or diminish the 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
that the commissioner considers to be contrary to the public
interest, regardless of whether the transfer is governed by this
subchapter.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.553. APPLICATION FOR CHANGE OF CONTROL. (a) Control of
an association may be changed only if an application for approval
of the change 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 appropriate filing fee.
(c) Unless the commissioner expressly waives a requirement of
this subsection, the application must contain:
(1) the identity, personal 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 person 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 has been or will
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 the
parties;
(4) any plan or proposal of an acquiring party to liquidate the
association, sell the association's assets, merge the association
with another company, or make other major changes in the
association's business or corporate structure or management;
(5) the terms of any offer, invitation, agreement, or
arrangement under which a voting security will be acquired and
any contract affecting that security or its financing after it is
acquired;
(6) information establishing that the requirements under Section
62.555(b) are satisfied; and
(7) other information:
(A) the finance commission by rule requires to be furnished in
an application; 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 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. 26, eff. Sept. 1,
2001.
Sec. 62.554. APPLICATION FILING FEE. (a) The finance
commission by rule shall adopt a schedule of fees for filing
applications and holding hearings. The schedule may be graduated
so that an application or hearing that is more difficult to
review or administer requires a larger fee.
(b) An application fee is not refundable if the application is
denied. The commissioner may refund a portion of the fee if the
application is withdrawn before the commissioner completes
reviewing the application.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.555. DENIAL OF APPLICATION. (a) The commissioner by
order shall deny an application unless the applicant establishes
that:
(1) the acquisition would not:
(A) substantially lessen competition;
(B) restrain trade in a manner that would result in a monopoly;
or
(C) further a combination or conspiracy to monopolize or attempt
to monopolize the savings and loan industry in any part of this
state;
(2) the financial condition of an acquiring party would not
jeopardize the financial stability of the association being
acquired;
(3) the plan or proposal to liquidate or sell the association or
any assets is in the best interest of the association;
(4) the experience, ability, standing, competence,
trustworthiness, and integrity of the applicant are sufficient to
ensure that the acquisition is in the best interest of the
association; and
(5) the association would be solvent, have adequate capital
structure, and be in compliance with the laws of this state.
(b) The commissioner is not required to deny an application that
fails to comply with Subsection (a)(1) if the commissioner
determines that:
(1) the anticompetitive effects of the acquisition are clearly
outweighed in the public interest by the probable effect of the
acquisition in meeting the convenience and needs of the community
to be served; and
(2) the acquisition does not violate a law of this state or the
United States.
(c) Notwithstanding Subsections (a) and (b), the commissioner
shall issue an order denying an application if the commissioner
determines that the applicant:
(1) has failed to furnish all of the information pertinent to
the application reasonably requested by the commissioner; or
(2) is not acting in good faith.
(d) If the commissioner does not deny an application before the
61st day after the date the application is filed, the acquisition
may be consummated. The acquisition may be consummated before the
expiration of the 60-day period if the commissioner notifies the
applicant in writing that the application will not be denied.
(e) An agreement entered into by the applicant and the
commissioner as a condition that the application will not be
denied is enforceable against the association and is considered
an agreement under this subtitle.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Sec. 62.556. APPEAL TO COMMISSIONER OF DENIAL. (a) If the
commissioner denies an application, the applicant is entitled to
a hearing if the applicant submits a written request for a
hearing not later than the later of:
(1) the 30th day after the date the application is filed; or
(2) the 15th day after the date the application is denied.
(b) Not later than the 30th day after the date the hearing is
closed, the commissioner shall enter a final