First Regular Session

Sixty-first General Assembly

LLS NO. 97­0204.01 BWM HOUSE BILL 97­1240

STATE OF COLORADO

BY REPRESENTATIVE Dean;

also SENATOR Alexander.

BUSINESS AFFAIRS & LABOR

A BILL FOR AN ACT

CONCERNING SAVINGS BANKS.

Bill Summary

(Note: This summary applies to this bill as introduced and does not necessarily reflect any amendments which may be subsequently adopted.)

Enacts the "Colorado Savings Bank Act". Declares the purposes of this act. Defines terms.

Empowers the division of financial services to exercise regulatory authority over savings banks created under this act. Prohibits any person from doing business as a savings bank without authority under this act. Unless waived for good cause shown, requires all savings banks to have federal deposit insurance prior to commencing business. Imposes an asset test requirement on savings banks.

Authorizes the commissioner of financial services to employ examiners for savings banks. Prohibits conflicts of interest for employees of the division of financial services with respect to savings banks. Authorizes the financial services board to promulgate rules and issue orders and declaratory rulings necessary for carrying out the division's duties under this act.

Requires the examination of savings banks by the division of financial services. Specifies that information obtained in examinations is confidential except in certain situations. Permits the issuance of cease and desist orders and provides procedures for such issuance. Authorizes the financial services board to remove officers and directors of savings banks for violations of law. Provides necessary procedures and due process for such actions.

Specifies required procedures for the formation of a savings bank. Provides for the issuance of shares of stock for stock savings banks and the membership of mutual savings banks. Requires such capital stock to be adequate for purposes of safety and soundness. Allows mutual savings banks to convert to stock savings banks. Sets forth rules with respect to stock of savings banks. Permits capital stock to be increased or decreased, with the approval of the financial services board. Permits the payment of dividends on capital stock. Provides for holding meetings of mutual and stock savings banks. Provides that savings banks shall be managed by boards of directors elected by the stockholders or by the members. Provides for the voluntary liquidation of savings banks. Specifies the duties of compliance review committees with respect to the management of a savings bank.

Sets forth the general powers of savings banks to engage in the business of banking. Places certain limitations on such powers. Permits savings banks to perform certain services in connection with the business of banking as authorized in this act. Allows savings banks to create and invest in service entities that are authorized to engage in certain activities. Authorizes the establishment of branch savings banks. Permits the operation of loan production offices and the continued operation of the offices of acquired financial institutions. Permits savings banks to be authorized to engage in trust activities, including the operation of safe deposit and storage operations. Regulates the lending activities of savings banks.

Authorizes the financial services board to impose capital calls on savings banks when capital deficiencies occur. Provides for the appointment of receivers and conservators of savings banks as necessary and the powers thereof. Provides for the reorganization of savings banks.

Specifies procedures and requirements for savings banks to consolidate, merge, and convert to other types of financial institutions and for other types of financial institutions to convert to savings banks. Provides for the creation of holding companies for savings banks.

Makes conforming amendments.

Be it enacted by the General Assembly of the State of Colorado:

SECTION 1.  Title 11, Colorado Revised Statutes, 1987 Repl. Vol., as amended, is amended BY THE ADDITION OF A NEW ARTICLE to read:

ARTICLE 29

Savings Banks

PART 1

SHORT TITLE ­ LEGISLATIVE DECLARATION

DEFINITIONS

11­29­101.  Short title. THIS ARTICLE SHALL BE KNOWN AND MAY BE CITED AS THE "COLORADO SAVINGS BANK ACT".

11­29­102.  Legislative declaration. (1)  THE GENERAL ASSEMBLY HEREBY FINDS, DETERMINES, AND DECLARES THAT THE PURPOSES OF THIS ARTICLE ARE TO:

(a)  PROVIDE FOR AN INCREASE IN THE SAVINGS BASE OF THE STATE;

(b)  PROVIDE FOR LOCAL CONTROL OF THE MEANS OF FINANCE AND THE ACCUMULATION OF CAPITAL;

(c)  PROVIDE FOR THE FORMATION, OPERATION, AND REGULATION OF STATE CHARTERED SAVINGS BANKS, ORGANIZED TO RECEIVE DEPOSITS AND MAKE LOANS, WITH A SPECIAL EMPHASIS ON THE AVAILABILITY OF CAPITAL FOR RESIDENTIAL HOUSING DEVELOPMENT AND THE COSTS OF COLLEGE EDUCATION; AND

(d)  PROVIDE ADEQUATE REGULATORY OVERSIGHT OF SUCH SAVINGS BANKS SO THAT SUCH REGULATORY SUPERVISION AND EXAMINATION ARE READILY RESPONSIVE TO CHANGES IN LOCAL ECONOMIC CONDITIONS.

11­29­103.  Definitions. AS USED IN THIS ARTICLE, UNLESS THE CONTEXT OTHERWISE REQUIRES:

(1)  "AGENCY OFFICE" MEANS A PLACE AT WHICH THE BUSINESS OF A SAVINGS BANK IS CONDUCTED OTHER THAN BY REGULARLY EMPLOYED PERSONNEL OF THE SAVINGS BANK, AS PROVIDED UNDER SECTION 11­29­415 (6).

(2)  "ARTICLES" MEANS THE ARTICLES OF INCORPORATION, ALL AMENDMENTS TO THE ARTICLES OF INCORPORATION, AND AGREEMENTS OF CONSOLIDATION AND MERGER.

(3)  "AFFILIATE" MEANS A CORPORATION, BUSINESS TRUST, ASSOCIATION, OR AN ORGANIZATION TO WHICH ONE OR MORE OF THE FOLLOWING APPLY:

(a)  A SAVINGS BANK, DIRECTLY OR INDIRECTLY, OWNS OR CONTROLS EITHER A MAJORITY OF ITS VOTING SHARES OR MORE THAN FIFTY PERCENT OF THE NUMBER OF SHARES VOTED FOR THE ELECTION OF ITS DIRECTORS, TRUSTEES, OR OTHER PERSONS EXERCISING SIMILAR FUNCTIONS AT THE PRECEDING ELECTION, OR CONTROLS IN ANY MANNER THE ELECTION OF A MAJORITY OF ITS DIRECTORS, TRUSTEES, OR OTHER PERSONS EXERCISING SIMILAR FUNCTIONS;

(b)  CONTROL OF THE ORGANIZATION IS HELD, DIRECTLY OR INDIRECTLY, THROUGH STOCK OWNERSHIP OR IN ANY OTHER MANNER, BY THE SHAREHOLDERS OF A SAVINGS BANK WHO OWN OR CONTROL EITHER A MAJORITY OF THE SHARES OF THAT SAVINGS BANK OR MORE THAN FIFTY PERCENT OF THE NUMBER OF SHARES VOTED FOR THE ELECTION OF DIRECTORS OF THAT SAVINGS BANK AT THE PRECEDING ELECTION, OR BY TRUSTEES FOR THE BENEFIT OF THE SHAREHOLDERS OF THAT SAVINGS BANK, OR BY MEMBERS OF THE SAVINGS BANK IF IT IS A MUTUAL SAVINGS BANK;

(c)  A MAJORITY OF ITS DIRECTORS, TRUSTEES, OR OTHER PERSONS HOLDING SIMILAR POSITIONS ARE DIRECTORS OF ANY ONE SAVINGS BANK;

(d)  A CORPORATION, BUSINESS TRUST, ASSOCIATION, OR AN ORGANIZATION OWNS OR CONTROLS, DIRECTLY OR INDIRECTLY, EITHER A MAJORITY OF THE SHARES OF CAPITAL STOCK OF ANY ONE SAVINGS BANK OR MORE THAN FIFTY PERCENT OF THE NUMBER OF SHARES VOTED FOR THE ELECTION OF DIRECTORS OF THAT SAVINGS BANK AT THE PRECEDING ELECTION, OR CONTROLS IN ANY MANNER THE ELECTION OF A MAJORITY OF THE DIRECTORS OF THAT SAVINGS BANK, OR FOR THE BENEFIT OF WHOSE SHAREHOLDERS ALL OR SUBSTANTIALLY ALL THE CAPITAL STOCK OF THAT SAVINGS BANK IS HELD BY TRUSTEES.

(4)  "APPROVED BY THE MEMBERS" MEANS, FOR A MUTUAL SAVINGS BANK, APPROVED BY A MAJORITY OF ALL VOTES CAST AT A DULY HELD REGULAR MEETING OR SPECIAL MEETING.

(5)  "ASSOCIATION" MEANS A FEDERAL SAVINGS ASSOCIATION ORGANIZED UNDER SECTION 5 OF THE FEDERAL "HOME OWNERS' LOAN ACT", CHAPTER 64, 48 STAT. 132, 12 U.S.C. SEC. 1464, OR A SAVINGS AND LOAN ASSOCIATION, BUILDING AND LOAN ASSOCIATION, OR HOMESTEAD ASSOCIATION, THAT IS ORGANIZED UNDER THE LAWS OF A STATE OR THE DISTRICT OF COLUMBIA AND WHOSE DEPOSITS ARE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

(6)  "BANK" HAS THE SAME MEANING AS SET FORTH IN SECTION 11­1­102 (2).

(7)  "BANK HOLDING COMPANY" OR "THRIFT HOLDING COMPANY" MEANS ANY COMPANY THAT HAS CONTROL OVER ANY BANKING INSTITUTION OR SAVINGS AND LOAN ASSOCIATION.

(8)  "BOARD" MEANS THE FINANCIAL SERVICES BOARD CREATED IN SECTION 11­44­101.6.

(9)  "BRANCH" MEANS A PLACE OF BUSINESS, OTHER THAN THE PRINCIPAL OFFICE OF A SAVINGS BANK, AT WHICH THE SAVINGS BANK TRANSACTS BUSINESS THAT MAY BE CONDUCTED AT ITS PRINCIPAL OFFICE. "BRANCH" DOES NOT INCLUDE A SUBSIDIARY; SERVICE ENTITY; AGENCY OFFICE; LOAN PRODUCTION OFFICE; PLACE WHERE ONLY RECORDS ARE MADE, POSTED, OR KEPT; PLACE OF BUSINESS OF A FINANCIAL INSTITUTION WITH WHICH THE SAVINGS BANK HAS AN AGENCY RELATIONSHIP UNDER SECTION 11­29­401; OR AN AUTOMATED TELLER MACHINE IF IT IS MADE AVAILABLE TO TWO OR MORE FEDERAL OR STATE CHARTERED FINANCIAL INSTITUTIONS UNDER A STATE STATUTE THAT REGULATES ELECTRONIC FUNDS TRANSFER FACILITIES. THE ACCEPTANCE OF DEPOSITS IN FURTHERANCE OF A SCHOOL THRIFT OR SAVINGS PLAN BY AN OFFICER, EMPLOYEE, OR AGENT OF A SAVINGS BANK AT ANY SCHOOL IS NOT THE ESTABLISHMENT OR OPERATION OF A BRANCH. THE RECEIPT OF DEPOSITS BY A MESSENGER SERVICE OR THE DELIVERY BY MESSENGER SERVICE OF ITEMS REPRESENTING DEPOSIT ACCOUNT WITHDRAWALS OR OF LOAN PROCEEDS IS NOT THE ESTABLISHMENT OR OPERATION OF A BRANCH, WHETHER OR NOT THE MESSENGER SERVICE IS OWNED OR OPERATED BY THE SAVINGS BANK.

(10)  "CAPITAL" MEANS THE STATED PAR VALUE OF ISSUED AND OUTSTANDING UNIMPAIRED COMMON STOCK AND THE STATED PAR VALUE OF ISSUED AND OUTSTANDING UNIMPAIRED PREFERRED STOCK.

(11)  "COMMISSIONER" MEANS THE STATE COMMISSIONER OF FINANCIAL SERVICES.

(12)  "COMPLIANCE REVIEW COMMITTEE" MEANS BOTH OF THE FOLLOWING:

(a)  ONE OR MORE PERSONS ASSIGNED BY MANAGEMENT OR APPOINTED BY THE BOARD OF DIRECTORS OR OTHER GOVERNING BODY OF A DEPOSITORY INSTITUTION, OR OF A SUBSIDIARY OF A DEPOSITORY INSTITUTION, OR OF A SERVICE CORPORATION OR OTHER SERVICE ENTITY OF A DEPOSITORY INSTITUTION, FOR THE PURPOSES SET FORTH IN SECTION 11­29­330.

(b)  ANY OTHER PERSON TO THE EXTENT THE PERSON ACTS IN AN INVESTIGATORY CAPACITY AT THE DIRECTION OF A COMPLIANCE REVIEW COMMITTEE.

(13)  "COMPLIANCE REVIEW DOCUMENTS" MEANS DOCUMENTS PREPARED IN CONNECTION WITH A REVIEW OR EVALUATION CONDUCTED BY OR FOR A COMPLIANCE REVIEW COMMITTEE.

(14)  "CONSOLIDATE", "CONSOLIDATED", "CONSOLIDATING", AND "CONSOLIDATION" MEAN THE CONSOLIDATION OR MERGER OF TWO OR MORE DEPOSITORY INSTITUTIONS.

(15)  "CONSOLIDATED SAVINGS BANK" MEANS A SAVINGS BANK THAT RESULTS FROM A CONSOLIDATION BETWEEN A SAVINGS BANK AND ONE OR MORE BANKS, OUT­OF­STATE BANKS, NATIONAL BANKS, ASSOCIATIONS, OR SAVINGS BANKS.

(16)  "CONSOLIDATED ORGANIZATION" MEANS AN ORGANIZATION THAT RESULTS FROM A CONSOLIDATION OF CONSOLIDATING ORGANIZATIONS.

(17)  "CONSOLIDATING ORGANIZATIONS" MEANS ANY COMBINATION OF BANKS, OUT­OF­STATE BANKS, NATIONAL BANKS, ASSOCIATIONS, SAVINGS BANKS, OR STATE OR FEDERAL CREDIT UNIONS THAT HAVE CONSOLIDATED OR ARE IN THE PROCESS OF CONSOLIDATION AS PROVIDED IN SECTION 11­29­701 OR 11­29­702.

(18)  "DEPOSITORY INSTITUTION" MEANS A BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, SAVINGS BANK, COOPERATIVE BANK, INDUSTRIAL BANK, OR CREDIT UNION ORGANIZED UNDER THE LAWS OF THIS STATE, ANOTHER STATE, THE DISTRICT OF COLUMBIA, THE UNITED STATES, OR A TERRITORY OR PROTECTORATE OF THE UNITED STATES.

(19)  "DIRECTOR" MEANS A DIRECTOR, TRUSTEE, OR OTHER PERSON HOLDING A SIMILAR POSITION WITH RESPECT TO AN ORGANIZATION WHETHER INCORPORATED OR UNINCORPORATED. "DIRECTOR" DOES NOT INCLUDE AN ADVISORY DIRECTOR, HONORARY DIRECTOR, DIRECTOR EMERITUS, OR SIMILAR PERSON, UNLESS THE PERSON IS OTHERWISE PERFORMING FUNCTIONS SIMILAR TO THOSE OF A DIRECTOR.

(20)  "DIVISION" MEANS THE DIVISION OF FINANCIAL SERVICES CREATED IN SECTION 11­44­101.

(21)  "FEDERAL RESERVE ACT" MEANS THE "FEDERAL RESERVE ACT", AS AMENDED, CHAPTER 6, 38 STAT. 251.

(22)  "FIDUCIARY" MEANS A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, CONSERVATOR, AGENT, RECEIVER, TRUSTEE IN BANKRUPTCY, ASSIGNEE FOR CREDITORS, OR ANY HOLDER OF A SIMILAR POSITION OF TRUST. IT ALSO DESCRIBES THE RELATIONSHIP OF A DIRECTOR TO A SAVINGS BANK AS STIPULATED IN SECTION 11­29­323.

(23)  "FOREIGN COUNTRY" MEANS A COUNTRY OTHER THAN THE UNITED STATES AND INCLUDES A COLONY, DEPENDENCY, OR POSSESSION OF A COUNTRY OTHER THAN THE UNITED STATES.

(24)  "IMPAIRMENT" MEANS A CONDITION IN WHICH THE VALUE OF THE SAVINGS BANK'S ASSETS IS LESS THAN THE AGGREGATE AMOUNT OF THE SAVINGS BANK'S LIABILITIES TO CREDITORS AND DEPOSITORS, LESS ITS CAPITAL, IF THE SAVINGS BANK IS A STOCK SAVINGS BANK, OR A CONDITION IN WHICH THE VALUE OF THE SAVINGS BANK'S ASSETS IS LESS THAN THE AGGREGATE AMOUNT OF THE SAVINGS BANK'S LIABILITIES TO CREDITORS AND MEMBERS IF THE SAVINGS BANK IS A MUTUAL SAVINGS BANK.

(25)  "INCORPORATOR" MEANS A PERSON WHO SIGNED THE ORIGINAL ARTICLES OF INCORPORATION.

(26)  "LOAN PRODUCTION OFFICE" MEANS AN OFFICE OF THE SAVINGS BANK AT WHICH ONLY ACTIVITIES RELATED TO MONEY LENDING ARE CONDUCTED, WHICH IS NOT THE PRINCIPAL OFFICE OR A BRANCH OR AN AGENCY OFFICE OR AN OFFICE OF AN AFFILIATED DEPOSITORY INSTITUTION.

(27)  "MEMBER" MEANS A PERSON HOLDING A SAVINGS ACCOUNT OF A MUTUAL SAVINGS BANK.

(28)  "MESSENGER SERVICE" MEANS A SERVICE SUCH AS A COURIER SERVICE OR AN ARMORED CAR SERVICE THAT PICKS UP FROM OR DELIVERS TO CUSTOMERS OF ONE OR MORE DEPOSITORY INSTITUTIONS OR ONE OR MORE AFFILIATES OF A DEPOSITORY INSTITUTION CASH, CURRENCY, CHECKS, DRAFTS, SECURITIES, OR OTHER ITEMS RELATING TO TRANSACTIONS BETWEEN OR INVOLVING A DEPOSITORY INSTITUTION OR AFFILIATE OF A DEPOSITORY INSTITUTION AND THOSE CUSTOMERS, OR THAT TRANSFERS CASH, CURRENCY, CHECKS, DRAFTS, SECURITIES, OR OTHER ITEMS OR DOCUMENTS BETWEEN DEPOSITORY INSTITUTIONS OR AFFILIATES OF DEPOSITORY INSTITUTIONS. THE MESSENGER SERVICE MAY BE OWNED AND OPERATED BY ONE OR MORE DEPOSITORY INSTITUTIONS OR AFFILIATES OR BY A THIRD PARTY.

(29)  "MOBILE BRANCH" MEANS A BRANCH IN WHICH THE LOCATION OF THE PHYSICAL STRUCTURE OF THE BRANCH IS MOVED FROM TIME TO TIME.

(30)  "MUTUAL SAVINGS BANK" MEANS A SAVINGS BANK FOR WHICH THE ARTICLES OF INCORPORATION DO NOT AUTHORIZE THE ISSUANCE OF COMMON OR PREFERRED STOCK.

(31)  "NATIONAL BANK" MEANS A BANK CHARTERED BY THE FEDERAL GOVERNMENT UNDER THE FEDERAL "NATIONAL BANK ACT, CHAPTER 106, 13 STAT. 99.

(32)  "NET PROFITS" MEANS THE REMAINDER OF ALL EARNINGS FROM OPERATIONS PLUS ACTUAL RECOVERIES ON LOANS AND INVESTMENTS AND OTHER ASSETS, AFTER DEDUCTING FROM THE TOTAL ALL OPERATING EXPENSES, ACTUAL LOSSES, ACCRUED DIVIDENDS ON PREFERRED STOCK, IF ANY, AND ALL TAXES.

(33)  "OUT­OF­STATE BANK" MEANS A BANKING CORPORATION OR SAVINGS BANK ORGANIZED UNDER THE LAWS OF ANOTHER STATE, THE DISTRICT OF COLUMBIA, OR A TERRITORY OF THE UNITED STATES WHOSE PRINCIPAL OFFICE IS LOCATED IN A STATE OTHER THAN THIS STATE, THE DISTRICT OF COLUMBIA, A TERRITORY OR A PROTECTORATE OF THE UNITED STATES, AND WHOSE DEPOSITS ARE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

(34)  "PERSON" MEANS AN INDIVIDUAL, CORPORATION, LIMITED LIABILITY COMPANY, GOVERNMENTAL ENTITY, PARTNERSHIP, LIMITED LIABILITY PARTNERSHIP, OR OTHER LEGAL ENTITY.

(35)  "PUBLICATION", "PUBLISHED", AND "PUBLISH" MEAN PUBLICATION IN A NEWSPAPER PRINTED IN THE ENGLISH LANGUAGE AND PUBLISHED AND CIRCULATED IN THE COUNTY WHERE THE DEPOSITORY INSTITUTION IS LOCATED OR, IF THERE IS NO NEWSPAPER PUBLISHED AND CIRCULATED IN THE COUNTY WHERE THE DEPOSITORY INSTITUTION IS LOCATED, IN ANY NEWSPAPER HAVING GENERAL CIRCULATION IN THE COUNTY.

(36)  "RESIDENTIAL REAL ESTATE" MEANS IMPROVED REAL PROPERTY THAT IS USED OR INTENDED TO BE USED AS A RESIDENCE OR RESIDENCES AND CONTAINS NOT MORE THAN FOUR DWELLING UNITS.

(37)  "SAVINGS BANK" MEANS A STATE BANKING CORPORATION ORGANIZED OR REORGANIZED UNDER THIS ARTICLE.

(38)  "SAVINGS LIABILITY" OR "DEPOSIT LIABILITY" MEANS THE AGGREGATE AMOUNT OF ACCOUNTS OF DEPOSITORS, INCLUDING INTEREST ACCRUED OR CREDITED TO THE ACCOUNTS, LESS REDEMPTIONS AND WITHDRAWALS.

(39)  "SERVICE ENTITY" MEANS A STOCK CORPORATION, MUTUAL COMPANY, LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR LIMITED PARTNERSHIP IN WHICH A SAVINGS BANK HAS INVESTED UNDER SECTION 11­29­408. UPON WRITTEN APPROVAL OF THE COMMISSIONER, A SERVICE ENTITY MAY BE A GENERAL PARTNERSHIP.

(40)  "SHAREHOLDER" MEANS THE REGISTERED OWNER OF ANY SHARE OR SHARES OF CAPITAL STOCK OF A SAVINGS BANK.

(41)  "STOCK SAVINGS BANK" MEANS A SAVINGS BANK FOR WHICH THE ARTICLES OF INCORPORATION AUTHORIZE THE ISSUANCE OF CAPITAL STOCK.

(42)  "SUBSIDIARY" MEANS A STOCK CORPORATION, MUTUAL COMPANY, LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR LIMITED PARTNERSHIP, THE CONTROLLING INTERESTS OF WHICH ARE MORE THAN FIFTY PERCENT OWNED BY ONE OR MORE FEDERALLY INSURED DEPOSITORY INSTITUTIONS, AND IN WHICH A SAVINGS BANK HAS AN OWNERSHIP INTEREST, MEMBERSHIP INTEREST, OR OTHER LEGALLY ENFORCEABLE INTEREST THAT HAS THE INDICIA OF OWNERSHIP. UPON WRITTEN APPROVAL OF THE COMMISSIONER, AND SUBJECT TO THE OWNERSHIP REQUIREMENTS SET FORTH IN THIS SUBSECTION (42), A "SUBSIDIARY" MAY BE A GENERAL PARTNERSHIP.

(43)  "SURPLUS" MEANS THE AMOUNT PAID FOR ISSUED AND OUTSTANDING COMMON AND PREFERRED STOCK IN EXCESS OF THE STATED PAR VALUE, PLUS ANY AMOUNT OF TRANSFERRED UNDIVIDED PROFITS, AND ANY ADDITIONAL AMOUNTS PAID IN OR CONTRIBUTED TO INCREASE TOTAL CAPITAL.

(44)  "TOTAL CAPITAL" MEANS AN AMOUNT EQUAL TO ANY CAPITAL, PLUS ANY SURPLUS, UNDIVIDED PROFITS, AND INSTRUMENTS OF INDEBTEDNESS AUTHORIZED UNDER SECTION 11­29­309.

(45)  "UNDIVIDED PROFITS" MEANS THE AMOUNT OF RETAINED EARNINGS AND ANY ADDITIONAL AMOUNTS HELD IN CAPITAL RESERVE ACCOUNTS OF THE SAVINGS BANK.

(46)  "VALUE" MEANS THE PRESENT WORTH OF ALL RIGHTS TO FUTURE BENEFITS ARISING FROM OWNERSHIP.

(47)  "WITHDRAWAL VALUE OF A DEPOSIT ACCOUNT" MEANS THE AMOUNT INVESTED IN A DEPOSIT ACCOUNT, PLUS EARNINGS, LESS LAWFUL DEDUCTIONS.

11­29­201.  General authority of division of financial services. (1)  THE DIVISION SHALL HAVE JURISDICTION OVER AND EXECUTE THE LAWS RELATING TO SAVINGS BANKS TRANSACTING BUSINESS IN THIS STATE.

(2)  THE DIVISION SHALL MAXIMIZE THE CAPACITY OF SAVINGS BANKS IN THIS STATE TO OFFER CONVENIENT AND EFFICIENT FINANCIAL SERVICES, TO PROMOTE HOME OWNERSHIP AND ECONOMIC DEVELOPMENT, AND TO ENSURE THAT SAVINGS BANKS REMAIN COMPETITIVE WITH OTHER TYPES OF FINANCIAL INSTITUTIONS AND PROVIDERS OF FINANCIAL SERVICES.

(3)  THIS ARTICLE SHALL BE LIBERALLY CONSTRUED EXCEPT FOR THOSE PROVISIONS THAT RELATE TO SAFETY AND SOUNDNESS OF OPERATIONS, INVESTMENTS, AND MANAGEMENT.

11­29­202.  Prohibition on doing business as savings bank without authority. UNLESS THE PERSON IS ORGANIZED UNDER THIS ARTICLE, A PERSON SHALL NOT TRANSACT BUSINESS UNDER THIS ARTICLE, DO BUSINESS UNDER ANY NAME OR TITLE, CIRCULATE, ADVERTISE, MAKE REPRESENTATIONS, OR GIVE INFORMATION THAT INDICATES OR IMPLIES THE OPERATION OF A BUSINESS UNDER THIS ARTICLE.

11­29­203.  Federal deposit insurance required. UNLESS THE DIVISION, FOR GOOD CAUSE SHOWN, WAIVES THE REQUIREMENT, A SAVINGS BANK SHALL SECURE INSURANCE OF ITS DEPOSIT ACCOUNTS BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES GOVERNMENT PRIOR TO COMMENCING BUSINESS.

11­29­204.  Asset test requirements. (1)  A SAVINGS BANK SHALL SATISFY ONE OF THE FOLLOWING ASSET TESTS:

(a)  AN ASSET TEST REQUIRING THAT NOT LESS THAN FIFTY PERCENT OF THE TOTAL ASSETS OF THE SAVINGS BANK, AS MEASURED BY MONTHLY AVERAGES CALCULATED AT THE CLOSE OF EACH CALENDAR MONTH, IN AT LEAST NINE MONTHS OF THE IMMEDIATELY PRECEDING TWELVE­MONTH PERIOD, CONSIST OF ONE OR MORE OF THE FOLLOWING:

(I)  LOANS THAT WERE MADE TO PURCHASE, REFINANCE, CONSTRUCT, IMPROVE, OR REPAIR DOMESTIC RESIDENTIAL HOUSING, INCLUDING SINGLE AND MULTIFAMILY DWELLINGS, OR MANUFACTURED HOUSING;

(II)  HOME EQUITY LOANS;

(III)  REAL PROPERTY ACQUIRED AS A RESULT OF FORECLOSURE OR DEED­IN­LIEU OF FORECLOSURE WITH RESPECT TO LOANS DESCRIBED IN THIS SECTION;

(IV)  SECURITIES BACKED BY OR REPRESENTING AN INTEREST IN MORTGAGES ON DOMESTIC RESIDENTIAL HOUSING, INCLUDING SINGLE OR MULTIFAMILY DWELLINGS, OR MANUFACTURED HOUSING;

(V)  SHARES OF STOCK ISSUED BY ANY FEDERAL HOME LOAN BANK;

(VI)  FIFTY PERCENT OF THE DOLLAR AMOUNT OF THE DOMESTIC RESIDENTIAL HOUSING MORTGAGE LOANS, INCLUDING SINGLE OR MULTIFAMILY DWELLINGS, ORIGINATED BY THE SAVINGS BANK AND SOLD WITHIN NINETY DAYS AFTER ORIGINATION;

(VII)  INVESTMENTS OF BOTH DEBT AND EQUITY IN THE CAPITAL STOCK OR OBLIGATIONS OF AND ANY OTHER SECURITY ISSUED BY ANY SERVICE ENTITY OR SUBSIDIARY OF THE SAVINGS BANK, IF THE SERVICE ENTITY OR SUBSIDIARY DERIVES AT LEAST EIGHTY PERCENT OF ITS ANNUAL GROSS REVENUES FROM ACTIVITIES DIRECTLY RELATED TO PURCHASING, FINANCING, REFINANCING, CONSTRUCTING, IMPROVING, OR REPAIRING DOMESTIC RESIDENTIAL HOUSING, INCLUDING SINGLE OR MULTIFAMILY DWELLINGS, OR MANUFACTURED HOUSING;

(VIII)  TWO HUNDRED PERCENT OF THE DOLLAR AMOUNT OF LOANS AND INVESTMENTS TO PURCHASE, CONSTRUCT, OR DEVELOP ONE­TO­FOUR FAMILY RESIDENCES THE PURCHASE PRICE OF WHICH IS, OR IS GUARANTEED TO BE, NOT GREATER THAN SIXTY PERCENT OF THE MEDIAN VALUE OF COMPARABLE NEWLY­CONSTRUCTED ONE­TO­FOUR FAMILY RESIDENCES WITHIN THE SAVINGS BANK'S LOCAL COMMUNITY;

(IX)  TWO HUNDRED PERCENT OF THE DOLLAR AMOUNT OF LOANS FOR THE PURCHASE, CONSTRUCTION, DEVELOPMENT, OR IMPROVEMENT OF DOMESTIC RESIDENTIAL HOUSING, CHURCHES OR OTHER PLACES OF WORSHIP, SCHOOLS, NURSING HOMES, HOSPITALS, AND FACILITIES SERVING SIMILAR FUNCTIONS WITHIN A COMMUNITY, LOCATED WITHIN A GEOGRAPHIC REGION OR NEIGHBORHOOD IN WHICH THE CREDIT NEEDS OF LOW AND MODERATE INCOME RESIDENTS ARE NOT BEING ADEQUATELY MET AT THE TIME THE RELEVANT LOAN IS MADE;

(X)  LOANS TO SMALL BUSINESSES LOCATED WITHIN A GEOGRAPHIC AREA DESCRIBED IN SUBPARAGRAPH (IX) OF THIS PARAGRAPH (a);

(XI)  LOANS FOR THE PURCHASE, CONSTRUCTION, DEVELOPMENT, OR IMPROVEMENT OF CHURCHES OR OTHER PLACES OF WORSHIP, SCHOOLS, NURSING HOMES, HOSPITALS, AND OTHER FACILITIES UTILIZED FOR SIMILAR FUNCTIONS OR SERVICES WITHIN A COMMUNITY;

(XII)  LOANS FOR THE PURCHASE, CONSTRUCTION, DEVELOPMENT, OR IMPROVEMENT OF FACILITIES AND RESIDENTIAL DEVELOPMENTS DEDICATED TO PUBLIC USE OR PROPERTY USED ON A NONPROFIT BASIS FOR RESIDENTS;

(XIII)  LOANS FOR PERSONAL, FAMILY, HOUSEHOLD, OR EDUCATION PURPOSES;

(XIV)  SHARES OF STOCK ISSUED BY THE FEDERAL HOME LOAN MORTGAGE CORPORATION AND THE FEDERAL NATIONAL MORTGAGE ASSOCIATION;

(XV)  LOANS SECURED BY AN INTEREST IN CHURCHES OR OTHER PLACES OF WORSHIP; SCHOOLS; NURSING HOMES; HOSPITALS; EDUCATIONAL, HEALTH, OR WELFARE INSTITUTIONS OR FACILITIES; FACILITIES DESIGNED OR USED PRIMARILY FOR RESIDENTIAL PURPOSES FOR STUDENTS, RESIDENTS, AND PERSONS UNDER CARE, EMPLOYEES, OR MEMBERS OF THE STAFF OF THE INSTITUTIONS OR FACILITIES; AND OTHER FACILITIES UTILIZED FOR SIMILAR FUNCTIONS OR SERVICES WITHIN A COMMUNITY;

(XVI)  CASH AND OTHER HIGHLY LIQUID ASSETS;

(XVII)  OBLIGATIONS OF THE UNITED STATES OR OF A STATE OR POLITICAL SUBDIVISION THEREOF, AND STOCK OR OBLIGATIONS OF A CORPORATION THAT IS AN INSTRUMENTALITY OF THE UNITED STATES OR OF A STATE OR POLITICAL SUBDIVISION THEREOF, BUT NOT INCLUDING OBLIGATIONS THE INTEREST ON WHICH IS EXCLUDABLE FROM GROSS INCOME UNDER SECTION 415 OF THE FEDERAL "INTERNAL REVENUE CODE OF 1986", 26 U.S.C. SEC. 415;

(XVIII)  PROPERTY ACQUIRED THROUGH THE LIQUIDATION OF DEFAULTED LOANS DESCRIBED IN THIS PARAGRAPH (a);

(XIX)  LOANS MADE FOR THE PAYMENT OF EXPENSES OF COLLEGE OR UNIVERSITY EDUCATION OR VOCATIONAL TRAINING, IN ACCORDANCE WITH RULES OF THE BOARD;

(XX)  PROPERTY USED BY THE SAVINGS BANK IN THE CONDUCT OF ITS BUSINESS OF ACQUIRING THE SAVINGS OF THE PUBLIC AND INVESTING IN LOANS;

(b)  AN ASSET TEST PRESCRIBED BY RULE OF THE BOARD.

(2)  IF A MULTIFAMILY DWELLING SECURING A LOAN IS USED IN PART FOR NONRESIDENTIAL PURPOSES, THE ENTIRE LOAN IS DEEMED A LOAN FOR DOMESTIC RESIDENTIAL HOUSING IF THE PLANNED RESIDENTIAL USE EXCEEDS EIGHTY PERCENT OF THE PROPERTY'S PLANNED USE, DETERMINED AS OF THE TIME THE LOAN IS MADE. LOANS MADE TO FINANCE THE ACQUISITION OR DEVELOPMENT OF LAND SHALL BE CONSIDERED LOANS FOR DOMESTIC RESIDENTIAL HOUSING IF THERE IS REASONABLE ASSURANCE THAT THE PROPERTY WILL BECOME RESIDENTIAL REAL PROPERTY WITHIN A PERIOD OF THREE YEARS AFTER THE DATE OF ACQUISITION OF THE LAND.

(3)  IN THE EVENT A SAVINGS BANK DOES NOT SATISFY EITHER OF THE ASSET TESTS OF SUBSECTION (1) OF THIS SECTION, THE SAVINGS BANK SHALL PROMPTLY NOTIFY THE COMMISSIONER IN WRITING OF THE FAILURE.

(4)  A SAVINGS BANK THAT FAILS TO SATISFY EITHER OF THE ASSET TESTS OF SUBSECTION (1) OF THIS SECTION MAY REQUALIFY AS A SAVINGS BANK BY MEETING THE PERCENTAGE OF TOTAL ASSETS TEST IN PARAGRAPH (a) OF SUBSECTION (1) OF THIS SECTION FOR NINE OF THE TWELVE MONTHS FOLLOWING NOTICE TO THE COMMISSIONER, INCLUDING THE MONTH THE NOTICE IS GIVEN, OR A SAVINGS BANK MAY REQUALIFY AS A SAVINGS BANK BY MEETING A REQUALIFICATION TEST PRESCRIBED BY RULE OF THE BOARD. THE SAVINGS BANK SHALL PROMPTLY GIVE NOTICE TO THE COMMISSIONER AS SOON AS THE SAVINGS BANK REQUALIFIES OR FAILS TO REQUALIFY AS A SAVINGS BANK UNDER THIS SUBSECTION (4).

(5)  IF THE SAVINGS BANK FAILS TO REQUALIFY AS A SAVINGS BANK UNDER SUBSECTION (4) OF THIS SECTION, THE SAVINGS BANK SHALL MAKE APPLICATION WITH THE APPROPRIATE GOVERNMENTAL AGENCY TO CONVERT ITS CHARTER, OR LIQUIDATE, BUT MAY CONTINUE TO OPERATE AS A SAVINGS BANK UNDER AN ORDER OF THE COMMISSIONER FOR THE PERIOD OF TIME STATED IN THE ORDER. IF THE SAVINGS BANK FAILS TO COMPLY WITH THE ORDER FOR CONTINUED OPERATION, OR UPON EXPIRATION OF THE TIME PRESCRIBED IN THE ORDER WITHOUT CONVERSION OF CHARTER OR LIQUIDATION, THE COMMISSIONER MAY APPOINT A CONSERVATOR UNDER SECTION 11­29­605 OR APPLY TO THE DISTRICT COURT FOR THE COUNTY IN WHICH THE SAVINGS BANK IS LOCATED FOR THE APPOINTMENT OF A RECEIVER FOR THE SAVINGS BANK. THE ACTIVITIES OF THE CONSERVATOR OR RECEIVER SHALL OTHERWISE BE GOVERNED BY THE TERMS OF PART 6 OF THIS ARTICLE.

11­29­205.  Commissioner may employ examiners. THE COMMISSIONER MAY APPOINT EXAMINERS AND OTHER EMPLOYEES TO CARRY OUT THIS ARTICLE. THE COMPENSATION, TRAVEL, AND OTHER EXPENSES OF THE COMMISSIONER, DEPUTY COMMISSIONERS, EXAMINERS, AND EMPLOYEES SHALL BE PAID IN THE MANNER PROVIDED BY LAW FOR OTHER STATE OFFICERS AND EMPLOYEES, WITHIN THE APPROPRIATIONS MADE BY THE GENERAL ASSEMBLY.

11­29­206.  Prohibitions on conflicts of interest. (1)  DURING THE TERM OF OFFICE OR EMPLOYMENT, THE COMMISSIONER, A DEPUTY COMMISSIONER, OR AN EXAMINER OF THE DIVISION SHALL NOT BE A SHAREHOLDER, EITHER DIRECTLY OR INDIRECTLY, OF A SAVINGS BANK OR SAFE AND COLLATERAL DEPOSIT COMPANY, OR OF ANY AFFILIATE OR SUBSIDIARY THEREOF.

(2)  DURING THE TERM OF OFFICE OR EMPLOYMENT, THE COMMISSIONER, A DEPUTY COMMISSIONER, OR AN EXAMINER OF THE DIVISION SHALL NOT BE AN OFFICER, DIRECTOR, OR EMPLOYEE OF A SAVINGS BANK OR SAFE AND COLLATERAL DEPOSIT COMPANY, OR OF ANY AFFILIATE OR SUBSIDIARY THEREOF, OR RECEIVE, EITHER DIRECTLY OR INDIRECTLY, A FEE, PERQUISITE, REWARD, EMOLUMENT, OR OTHER COMPENSATION FROM THOSE ENTITIES.

(3)  THE COMMISSIONER, DEPUTY COMMISSIONER, OR EXAMINER SHALL NOT BORROW MONEY, DIRECTLY OR INDIRECTLY, FROM A SAVINGS BANK, EXCEPT FOR A MORTGAGE LOAN UPON THE MORTGAGOR'S OWN HOME OR INSTALLMENT DEBT TRANSFERRED TO A SAVINGS BANK IN THE REGULAR COURSE OF BUSINESS BY A SELLER OF CONSUMER GOODS. THIS SUBSECTION (3) DOES NOT APPLY TO LOANS MADE PRIOR TO THE PERSON'S RESPECTIVE TERM OF OFFICE. IF THE COMMISSIONER, A DEPUTY COMMISSIONER, OR AN EXAMINER OF THE DIVISION BORROWS FROM, OR IS OR BECOMES INDEBTED TO A SAVINGS BANK, SUCH PERSON SHALL MAKE A WRITTEN REPORT TO THE BOARD, OR TO THE GOVERNOR IN THE CASE OF THE COMMISSIONER, STATING THE DATE AND AMOUNT OF THE LOAN OR INDEBTEDNESS, THE SECURITY GIVEN ON THE LOAN, AND THE PURPOSE FOR WHICH THE PROCEEDS HAVE BEEN OR ARE TO BE USED.

11­29­207.  Good faith immunity of commissioner and employees of division. THE COMMISSIONER, DEPUTY COMMISSIONER, EXAMINER, OR OTHER EMPLOYEE OF THE DIVISION SHALL NOT BE LIABLE IN ANY CIVIL ACTION FOR DAMAGES FOR ANY ACT DONE OR OMITTED IN GOOD FAITH IN PERFORMING THE FUNCTIONS OF SUCH PERSON'S OFFICE.

11­29­208.  Rule­making authority of board. (1)  THE BOARD MAY PROMULGATE RULES IN ADDITION TO THOSE SPECIFICALLY PROVIDED FOR BY THIS ARTICLE AS DEEMED NECESSARY TO EFFECTUATE AND ENFORCE THIS ARTICLE.

(2)  THE BOARD MAY ALSO ISSUE ORDERS AND DECLARATORY RULINGS AS NECESSARY TO EFFECTUATE THE PURPOSES AND TO EXECUTE AND ENFORCE THE PROVISIONS OF THIS ARTICLE.

11­29­209.  Examinations of savings banks. (1)  A SAVINGS BANK TOGETHER WITH ITS SUBSIDIARIES, SERVICE ENTITIES, AND ENTITIES THE CONTROLLING INTERESTS OF WHICH ARE MORE THAN FIFTY PERCENT OWNED BY SUBSIDIARIES OR SERVICE ENTITIES OR ASSOCIATION SERVICE CORPORATIONS, ARE SUBJECT TO EXAMINATION OF THE COMMISSIONER, WITH OR WITHOUT PRIOR NOTICE, ONE OR MORE TIMES IN EACH CALENDAR YEAR CONCERNING THE CONDITIONS AND AFFAIRS OF THE SAVINGS BANK. THE COMMISSIONER SHALL ALSO EXAMINE A SAVINGS BANK UNDER THE COMMISSIONER'S JURISDICTION WHEN REQUESTED BY ITS BOARD OF DIRECTORS. IN CONNECTION WITH AN EXAMINATION, THE COMMISSIONER, OR THE COMMISSIONER'S AUTHORIZED AGENT, MAY EXAMINE ON OATH A DIRECTOR, OFFICER, AGENT, EMPLOYEE, OR SHAREHOLDER OF A SAVINGS BANK CONCERNING THE AFFAIRS AND BUSINESS OF THE SAVINGS BANK. THE COMMISSIONER SHALL ASCERTAIN WHETHER THE SAVINGS BANK TRANSACTS ITS BUSINESS IN THE MANNER PRESCRIBED BY LAW AND THE RULES PROMULGATED PURSUANT TO LAW. THE COMMISSIONER, OR THE COMMISSIONER'S AUTHORIZED AGENT, MAY MAKE AN EXAMINATION OF AN AFFILIATE, SUBSIDIARY, OR SERVICE ENTITY NECESSARY TO DISCLOSE FULLY THE RELATIONSHIP BETWEEN A SAVINGS BANK AND THE AFFILIATE, SUBSIDIARY, OR SERVICE ENTITY AND THE EFFECT OF THE RELATIONSHIP UPON THE SAVINGS BANK.

(2)  THE COMMISSIONER MAY EXAMINE THE BRANCH OR BRANCHES LOCATED IN THIS STATE OF AN OUT­OF­STATE BANK UNDER THE "FEDERAL DEPOSIT INSURANCE ACT", CHAPTER 967, 64 STAT. 873.

(3)  IN FULFILLING THE REQUIREMENTS OF SUBSECTIONS (1) AND (2) OF THIS SECTION, THE COMMISSIONER MAY USE AN EXAMINATION MADE UNDER THE "FEDERAL DEPOSIT INSURANCE ACT, OR THE LAW OF ANOTHER STATE GOVERNING THE ACTIVITIES OF OUT­OF­STATE BANKS IN THAT STATE. THE COMMISSIONER MAY REQUIRE THE SAVINGS BANK TO FURNISH A COPY OF ANY REPORT REQUIRED BY A FEDERAL OR STATE BANK REGULATORY AGENCY.

(4)  AN EXAMINATION REQUIRED BY THIS SECTION SHALL INCLUDE THE FIDUCIARY ACTIVITIES OF THE SAVINGS BANK.

(5)  THE COMMISSIONER MAY CONTRACT WITH OTHER SAVINGS BANK REGULATORY AGENCIES TO ASSIST IN THE CONDUCT OF EXAMINATIONS OF SAVINGS BANKS WITH ONE OR MORE BRANCHES LOCATED IN OTHER STATES AND IN EXAMINATION OF OUT­OF­STATE BANKS WITH ONE OR MORE BRANCHES LOCATED IN THIS STATE.

11­29­210.  Annual fees and assessments ­ savings bank cash fund. (1) (a)  EVERY DOMESTIC AND FOREIGN SAVINGS BANK OPERATING IN THIS STATE SHALL PAY ANNUALLY TO THE DIVISION SUCH FEES FOR ADMINISTRATION, SUPERVISION, AND EXAMINATION AS THE COMMISSIONER MAY DETERMINE SUFFICIENT TO MEET THE BUDGET OF THE DIVISION AS APPROPRIATED BY THE GENERAL ASSEMBLY FOR THE FISCAL YEAR COMMENCING JULY 1. THE FEES SHALL BE DETERMINED AS FOLLOWS:

(I)  AS OF JUNE 30 OF EACH YEAR, THE BOARD SHALL ASSESS EACH SAVINGS BANK, BASED ON ITS GROSS ASSETS, TO MEET THE ADMINISTRATIVE COSTS OF SUPERVISION BY THE DIVISION FOR THAT FISCAL YEAR. SUCH ASSESSMENTS SHALL BE CALCULATED IN TERMS OF CENTS PER THOUSAND DOLLARS OF GROSS ASSETS BUT SHALL IN NO CASE EXCEED IN TOTAL THE ADMINISTRATIVE COSTS OF SUPERVISION BY THE DIVISION FOR THAT FISCAL YEAR. THE ASSESSMENT CALCULATION OR RATIO OF THE ASSESSMENT CHARGED TO GROSS ASSETS SHALL BE ALIKE IN ALL CASES AND SHALL BE COLLECTED AT LEAST SEMIANNUALLY.

(II)  AS OF JULY 1 OF EACH YEAR, THE BOARD SHALL ESTIMATE A PER DIEM RATE TO BE CHARGED FOR THE EXAMINATION OF EACH ASSOCIATION DURING THE FISCAL YEAR. AT THE CONCLUSION OF ITS EXAMINATION, EACH ASSOCIATION SHALL PAY THE ACTUAL COST OF THE EXAMINATION, AS DETERMINED BY THE BOARD.

(b)  ALL SUCH FEES AND COLLECTIONS SHALL BE TRANSMITTED TO THE STATE TREASURER, WHO SHALL CREDIT THE SAME TO THE SAVINGS BANK CASH FUND, WHICH FUND IS HEREBY CREATED IN THE STATE TREASURY. ALL MONEYS IN THE FUND SHALL BE SUBJECT TO APPROPRIATION BY THE GENERAL ASSEMBLY FOR THE DIRECT AND INDIRECT COSTS OF THE ACTIVITIES OF THE DIVISION RELATED TO THE ADMINISTRATION OF THIS ARTICLE. ALL INTEREST DERIVED FROM THE DEPOSIT AND INVESTMENT OF MONEYS IN THE FUND SHALL BE CREDITED TO THE FUND. ANY MONEYS NOT APPROPRIATED SHALL REMAIN IN THE FUND AND SHALL NOT BE TRANSFERRED OR REVERT TO THE GENERAL FUND OF THE STATE AT THE END OF ANY FISCAL YEAR.

(2) (a)  AS OF JUNE 30 OF EACH YEAR, THE DIVISION OF BANKING SHALL ASSESS EACH SAVINGS BANK THAT HAS BEEN DESIGNATED AS AN ELIGIBLE PUBLIC DEPOSITORY, AS DEFINED IN SECTION 11­10.5­103 (6), BASED ON ITS TOTAL PUBLIC DEPOSITS HELD, TO MEET ITS SHARE OF THE DIVISION OF BANKING'S SUPERVISORY COSTS OF MONITORING COMPLIANCE WITH THE PROVISIONS OF THE "PUBLIC DEPOSIT PROTECTION ACT", ARTICLE 10.5 OF THIS TITLE, FOR THAT FISCAL YEAR. SUCH ASSESSMENTS SHALL BE CALCULATED IN TERMS OF CENTS PER THOUSAND DOLLARS OF TOTAL PUBLIC DEPOSITS HELD WITH A MINIMUM ANNUAL ASSESSMENT OF ONE HUNDRED DOLLARS. IF THE DIVISION OF BANKING DOES NOT CHOOSE TO CHARGE THE AMOUNT OF THE FEE AS PRESCRIBED BY THIS PARAGRAPH (a), THEN THE ASSESSMENT CALCULATION, OR RATIO OF THE ASSESSMENT CHARGED TO TOTAL PUBLIC DEPOSITS HELD, SHALL BE ALIKE IN ALL CASES, WITHIN THE SPECIFIED LIMITS.

(b)  IN THE SAME MANNER AS SPECIFIED IN SUBSECTION (1) OF THIS SECTION, THE DIVISION OF BANKING SHALL CHARGE ANY SAVINGS BANK DEFINED AS AN ELIGIBLE PUBLIC DEPOSITORY, AS DEFINED IN SECTION 11­10.5­103 (6), FOR THE ACTUAL COST OF ANY EXAMINATION NECESSARY TO ASSURE ITS COMPLIANCE WITH ARTICLE 10.5 OF THIS TITLE.

(c)  ALL FEES COLLECTED UNDER PARAGRAPHS (a) AND (b) OF THIS SUBSECTION (2) SHALL BE TRANSMITTED TO THE STATE TREASURER, WHO SHALL CREDIT THE SAME TO THE PUBLIC DEPOSIT ADMINISTRATION FUND CREATED IN SECTION 11­10.5­112 (1).

11­29­211.  Examination authority. (1)  THE DIVISION MAY CONDUCT EXAMINATIONS OF SAVINGS BANKS AS DETERMINED BY THE BOARD.

(2)  THE BOARD MAY PETITION THE DISTRICT COURT FOR THE COUNTY IN WHICH THE EXAMINATION IS BEING CARRIED ON TO ISSUE A SUBPOENA ON BEHALF OF THE DIVISION REQUIRING A PERSON TO APPEAR BEFORE THE DIVISION AND BE EXAMINED UNDER OATH WITH REFERENCE TO ANY MATTER WITHIN THE SCOPE OF AN EXAMINATION OF A SAVINGS BANK UNDER THIS ARTICLE, AND TO PRODUCE BOOKS, RECORDS, OR PAPERS. A FAILURE TO OBEY THE SUBPOENA OF THE DISTRICT COURT MAY BE PUNISHED BY THE DISTRICT COURT AS A CONTEMPT OF THE DISTRICT COURT.

(3) (a)  A PERSON SHALL NOT BE EXCUSED FROM TESTIFYING OR FROM PRODUCING ANY BOOKS, PAPERS, RECORDS, OR MEMORANDA IN ANY EXAMINATION WHEN ORDERED TO DO SO BY THE COMMISSIONER, UPON THE GROUND THAT THE TESTIMONY OR EVIDENCE, DOCUMENTARY OR OTHERWISE, MAY TEND TO INCRIMINATE THE PERSON OR SUBJECT THE PERSON TO A CRIMINAL PENALTY. AN INDIVIDUAL SHALL NOT BE PROSECUTED OR SUBJECTED TO ANY PENALTY OR FORFEITURE FOR OR ON ACCOUNT OF ANY TRANSACTION, MATTER, OR THING CONCERNING WHICH THE PERSON IS COMPELLED, AFTER HAVING CLAIMED PRIVILEGE AGAINST SELF­INCRIMINATION, TO TESTIFY OR PRODUCE EVIDENCE, DOCUMENTARY OR OTHERWISE.

(b)  AN INDIVIDUAL SHALL NOT BE EXEMPT FROM PROSECUTION OR PUNISHMENT FOR PERJURY COMMITTED IN TESTIFYING.

11­29­212.  Confidentiality of information obtained by division. (1)  THE COMMISSIONER AND ALL DEPUTIES, AGENTS, AND EMPLOYEES OF THE DIVISION SHALL BE BOUND BY OATH TO KEEP SECRET ALL FACTS AND INFORMATION OBTAINED IN THE COURSE OF THEIR DUTIES, EXCEPT IF THE PERSON IS REQUIRED UNDER LAW TO REPORT UPON, TAKE OFFICIAL ACTION, OR TESTIFY IN ANY PROCEEDINGS REGARDING THE AFFAIRS OF A SAVINGS BANK.

(2)  NOTWITHSTANDING SUBSECTION (1) OF THIS SECTION, THE COMMISSIONER MAY MAKE DISCLOSURE TO PERSONS AT SUCH TIMES AS IS IN THE PUBLIC INTEREST WITHIN THE PURPOSES OF THIS ARTICLE.

(3)  THE PROVISIONS OF THIS SECTION ARE NOT APPLICABLE TO, AND DO NOT PROHIBIT THE FURNISHING OF INFORMATION OR DOCUMENTS TO, FEDERAL OR OUT­OF­STATE BANK OR ASSOCIATION REGULATORY AGENCIES.

11­29­213.  Cease and desist orders. (1)  IF IN THE OPINION OF THE BOARD A SAVINGS BANK IS ENGAGING, HAS ENGAGED, OR IS ABOUT TO ENGAGE IN AN UNSAFE OR UNSOUND PRACTICE IN CONDUCTING THE BUSINESS OF THE SAVINGS BANK OR IS VIOLATING, HAS VIOLATED, OR IS ABOUT TO VIOLATE A LAW OR RULE, THE BOARD MAY ISSUE AND SERVE UPON THE SAVINGS BANK A NOTICE OF CHARGES IN RESPECT TO THE PRACTICE OR VIOLATION. THE NOTICE SHALL CONTAIN A STATEMENT OF THE FACTS CONSTITUTING THE ALLEGED UNSAFE OR UNSOUND PRACTICE OR VIOLATION, AND SHALL FIX A TIME AND PLACE AT WHICH A HEARING WILL BE HELD TO DETERMINE WHETHER AN ORDER TO CEASE AND DESIST SHOULD ISSUE AGAINST THE SAVINGS BANK.

(2)  THE HEARING SHALL BE NOT EARLIER THAN THIRTY DAYS OR LATER THAN SIXTY DAYS AFTER SERVICE OF THE NOTICE UNLESS ANOTHER DATE IS SET BY THE BOARD AT THE REQUEST OF THE SAVINGS BANK. UNLESS THE SAVINGS BANK APPEARS AT THE HEARING BY A DULY AUTHORIZED REPRESENTATIVE, IT SHALL BE DEEMED TO HAVE CONSENTED TO THE ISSUANCE OF THE CEASE AND DESIST ORDER.

(3)  IN THE EVENT OF A CONSENT OR, IF UPON THE RECORD MADE AT THE HEARING, THE BOARD FINDS THAT AN UNSAFE OR UNSOUND PRACTICE OR VIOLATION SPECIFIED IN THE NOTICE OF CHARGES HAS BEEN ESTABLISHED, THE BOARD MAY ISSUE AND SERVE UPON THE SAVINGS BANK AN ORDER TO CEASE AND DESIST FROM THE PRACTICE OR VIOLATION. THE ORDER MAY REQUIRE THE SAVINGS BANK AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS TO CEASE AND DESIST FROM THE PRACTICE OR VIOLATION AND TO TAKE AFFIRMATIVE ACTION TO CORRECT THE CONDITIONS RESULTING FROM THE PRACTICE OR VIOLATION.

(4)  A CEASE AND DESIST ORDER BECOMES EFFECTIVE AT THE EXPIRATION OF THIRTY DAYS AFTER THE SERVICE OF THE ORDER UPON THE SAVINGS BANK, EXCEPT IN THE CASE OF AN ORDER ISSUED UPON CONSENT THAT SHALL BECOME EFFECTIVE AT THE TIME SPECIFIED IN THE ORDER, AND SHALL REMAIN EFFECTIVE AND ENFORCEABLE AS PROVIDED IN THE ORDER, EXCEPT TO THE EXTENT IT IS STAYED, MODIFIED, TERMINATED, OR SET ASIDE BY ACTION OF THE BOARD OR A REVIEWING COURT.

(5)  IF THE BOARD DETERMINES THAT AN OUT­OF­STATE BANK BRANCH LOCATED IN THIS STATE IS ACTING IN VIOLATION OF THE LAWS OF THIS STATE OR THAT THE ACTIVITIES OF THE BRANCH ARE BEING CONDUCTED IN AN UNSAFE AND UNSOUND MANNER, THE BOARD MAY UNDERTAKE ENFORCEMENT ACTIONS AND PROCEEDINGS AS WOULD BE PERMITTED IF THE BRANCH WERE A SAVINGS BANK.

(6)  IF THE BOARD DETERMINES THAT THE VIOLATION OR UNSAFE OR UNSOUND PRACTICE SPECIFIED IN THE NOTICE OF CHARGES SERVED UPON THE SAVINGS BANK UNDER THIS SECTION IS LIKELY TO CAUSE INSOLVENCY OR SUBSTANTIAL DISSIPATION OF ASSETS OR EARNINGS OF THE SAVINGS BANK, OR IS LIKELY TO OTHERWISE SERIOUSLY PREJUDICE THE INTERESTS OF ITS DEPOSITORS, THE BOARD MAY ISSUE A TEMPORARY ORDER REQUIRING THE SAVINGS BANK TO CEASE AND DESIST FROM THE VIOLATION OR PRACTICE. THE ORDER SHALL BECOME EFFECTIVE UPON SERVICE UPON THE SAVINGS BANK, UNLESS SET ASIDE, LIMITED, OR SUSPENDED BY A COURT IN PROCEEDINGS AUTHORIZED BY SUBSECTION (7) OF THIS SECTION, AND SHALL REMAIN EFFECTIVE AND ENFORCEABLE PENDING THE COMPLETION OF THE ADMINISTRATIVE PROCEEDINGS UNDER THE NOTICE AND UNTIL SUCH TIME AS THE BOARD SHALL DISMISS THE CHARGES SPECIFIED IN THE NOTICE OR IF A CEASE AND DESIST ORDER IS ISSUED AGAINST THE SAVINGS BANK, UNTIL THE EFFECTIVE DATE OF SUCH ORDER.

(7)  NO LATER THAN TEN DAYS AFTER THE SAVINGS BANK HAS BEEN SERVED WITH A TEMPORARY CEASE AND DESIST ORDER, THE SAVINGS BANK MAY APPLY TO THE DISTRICT COURT FOR THE COUNTY IN WHICH THE HOME OFFICE OF THE SAVINGS BANK IS LOCATED FOR AN INJUNCTION SETTING ASIDE, LIMITING, OR SUSPENDING THE ENFORCEMENT, OPERATION, OR EFFECTIVENESS OF THE ORDER PENDING THE COMPLETION OF THE ADMINISTRATIVE PROCEEDINGS PURSUANT TO THE NOTICE OF CHARGES SERVED UPON THE SAVINGS BANK UNDER THIS SECTION AND THE COURT SHALL HAVE JURISDICTION TO ISSUE THE INJUNCTION.

11­29­214.  Removal and suspension of directors and officers of savings banks. (1)  IF IN THE OPINION OF THE BOARD A DIRECTOR OR OFFICER OF A SAVINGS BANK HAS COMMITTED A VIOLATION OF LAW OR RULE OR OF A CEASE AND DESIST ORDER THAT HAS BECOME FINAL, OR HAS ENGAGED OR PARTICIPATED IN AN UNSAFE OR UNSOUND PRACTICE IN CONNECTION WITH THE SAVINGS BANK, OR HAS COMMITTED OR ENGAGED IN AN ACT, OMISSION, OR PRACTICE THAT CONSTITUTES A BREACH OF FIDUCIARY DUTY AS A DIRECTOR OR OFFICER AND THE BOARD DETERMINES THAT THE SAVINGS BANK HAS SUFFERED OR WILL PROBABLY SUFFER SUBSTANTIAL FINANCIAL LOSS OR OTHER DAMAGE OR THAT THE INTEREST OF ITS DEPOSITORS COULD BE SERIOUSLY PREJUDICED BY REASON OF THE VIOLATION, PRACTICE, OR BREACH OF FIDUCIARY DUTY, THE BOARD MAY SERVE UPON THE DIRECTOR OR OFFICER A WRITTEN NOTICE OF INTENT TO REMOVE SUCH OFFICER OR DIRECTOR FROM OFFICE.

(2)  IF IN THE OPINION OF THE BOARD A DIRECTOR OR OFFICER OF A SAVINGS BANK, BY CONDUCT OR PRACTICE WITH RESPECT TO ANOTHER SAVINGS BANK OR OTHER BUSINESS ORGANIZATION THAT RESULTED IN SUBSTANTIAL FINANCIAL LOSS OR OTHER DAMAGE, HAS EVIDENCED PERSONAL UNFITNESS TO CONTINUE AS A DIRECTOR OR OFFICER AND IF IN THE OPINION OF THE BOARD, ANY OTHER PERSON PARTICIPATING IN THE CONDUCT OF THE AFFAIRS OF ANY SAVINGS BANK, BY CONDUCT OR PRACTICE WITH RESPECT TO SUCH SAVINGS BANK OR OTHER BUSINESS ORGANIZATION THAT RESULTED IN SUBSTANTIAL FINANCIAL LOSS OR OTHER DAMAGE, HAS EVIDENCED PERSONAL UNFITNESS TO PARTICIPATE IN THE CONDUCT OF THE AFFAIRS OF THE SAVINGS BANK, THE BOARD MAY SERVE UPON THE DIRECTOR, OFFICER, OR OTHER PERSON A WRITTEN NOTICE OF INTENT TO REMOVE THE PERSON FROM OFFICE OR TO PROHIBIT FURTHER PARTICIPATION IN ANY MANNER IN THE CONDUCT OF THE AFFAIRS OF THE SAVINGS BANK.

(3)  IN ADDITION TO A NOTICE SENT UNDER SUBSECTION (1) OR (2) OF THIS SECTION, IF THE COMMISSIONER DEEMS IT NECESSARY FOR THE PROTECTION OF THE SAVINGS BANK OR THE INTERESTS OF ITS DEPOSITORS THAT THE DIRECTOR, OFFICER, OR OTHER PERSON BE IMMEDIATELY SUSPENDED FROM OFFICE OR PROHIBITED FROM FURTHER PARTICIPATION IN ANY MANNER IN THE CONDUCT OF THE AFFAIRS OF THE SAVINGS BANK, THE BOARD MAY SERVE UPON THE DIRECTOR, OFFICER, OR OTHER PERSON A WRITTEN NOTICE SUSPENDING THE PERSON FROM OFFICE OR PROHIBITING FURTHER PARTICIPATION IN ANY MANNER IN THE CONDUCT OF AFFAIRS OF THE SAVINGS BANK. THE SUSPENSION OR PROHIBITION SHALL BECOME EFFECTIVE UPON SERVICE OF THE NOTICE AND, UNLESS STAYED BY A COURT IN PROCEEDINGS AUTHORIZED BY SUBSECTION (6) OF THIS SECTION, SHALL REMAIN IN EFFECT PENDING THE COMPLETION OF THE ADMINISTRATIVE PROCEEDINGS UNDER THE NOTICE SERVED UNDER SUBSECTION (1) OR (2) OF THIS SECTION AND UNTIL SUCH TIME AS THE BOARD MAY DISMISS THE CHARGES SPECIFIED IN THE NOTICE OR, IF AN ORDER OF REMOVAL OR PROHIBITION IS ISSUED AGAINST THE DIRECTOR, OFFICER, OR OTHER PERSON, UNTIL THE EFFECTIVE DATE OF THE ORDER. COPIES OF THE NOTICE SHALL ALSO BE SERVED UPON THE SAVINGS BANK IN WHICH THE PERSON WAS A DIRECTOR OR OFFICER OR IN THE CONDUCT OF WHOSE AFFAIRS HE OR SHE HAS PARTICIPATED.

(4)  A NOTICE OF INTENTION TO REMOVE A DIRECTOR, OFFICER, OR OTHER PERSON FROM OFFICE OR TO PROHIBIT PARTICIPATION IN THE CONDUCT OF THE AFFAIRS OF ANY SAVINGS BANK SHALL CONTAIN A STATEMENT OF THE FACTS CONSTITUTING GROUNDS FOR THE NOTICE, AND SHALL FIX A TIME AND PLACE AT WHICH A HEARING WILL BE HELD. THE HEARING SHALL BE HELD NOT EARLIER THAN THIRTY DAYS NOR LATER THAN SIXTY DAYS AFTER THE DATE OF SERVICE OF THE NOTICE, UNLESS ANOTHER DATE IS SET BY THE BOARD AT THE REQUEST OF THE DIRECTOR, OFFICER, OR OTHER PERSON AND FOR GOOD CAUSE SHOWN.

(5)  UNLESS THE DIRECTOR, OFFICER, OR OTHER PERSON APPEARS AT THE HEARING IN PERSON OR BY A DULY AUTHORIZED REPRESENTATIVE, THE PERSON SHALL BE CONSIDERED TO HAVE CONSENTED TO THE ISSUANCE OF AN ORDER OF REMOVAL OR PROHIBITION. IN THE EVENT OF CONSENT OR IF, UPON THE RECORD MADE AT THE HEARING, THE BOARD FINDS THAT ANY OF THE GROUNDS SPECIFIED IN THE NOTICE HAVE BEEN ESTABLISHED, THE BOARD MAY ISSUE AN ORDER OF SUSPENSION OR REMOVAL FROM OFFICE, OR PROHIBITION FROM PARTICIPATION IN THE CONDUCT OF THE AFFAIRS OF THE SAVINGS BANK. THE ORDER SHALL BECOME EFFECTIVE AT THE EXPIRATION OF THIRTY DAYS AFTER SERVICE UPON THE SAVINGS BANK AND THE DIRECTOR, OFFICER, OR OTHER PERSON, EXCEPT IN THE CASE OF AN ORDER ISSUED UPON CONSENT, WHICH SHALL BECOME EFFECTIVE AT THE TIME SPECIFIED IN THE ORDER. THE ORDER SHALL REMAIN EFFECTIVE AND ENFORCEABLE UNLESS IT IS STAYED, MODIFIED, TERMINATED, OR SET ASIDE BY ACTION OF THE BOARD OR A REVIEWING COURT.

(6)  NO LATER THAN TEN DAYS AFTER A DIRECTOR, OFFICER, OR OTHER PERSON HAS BEEN SUSPENDED FROM OFFICE OR PROHIBITED FROM PARTICIPATION IN THE CONDUCT OF THE AFFAIRS OF A SAVINGS BANK UNDER THIS SECTION, THE DIRECTOR, OFFICER, OR OTHER PERSON MAY APPLY TO THE DISTRICT COURT FOR THE COUNTY IN WHICH THE HOME OFFICE OF THE SAVINGS BANK IS LOCATED FOR A STAY OF THE SUSPENSION OR PROHIBITION PENDING THE COMPLETION OF THE ADMINISTRATIVE PROCEEDINGS UNDER THE NOTICE SERVED UPON THE DIRECTOR, OFFICER, OR OTHER PERSON UNDER THIS SECTION.

(7) (a)  IF A DIRECTOR OR OFFICER OF A SAVINGS BANK OR OTHER PERSON PARTICIPATING IN THE CONDUCT OF THE AFFAIRS OF A SAVINGS BANK IS CHARGED IN ANY INFORMATION, INDICTMENT, WARRANT, OR COMPLAINT AUTHORIZED BY A COUNTY, STATE, OR UNITED STATES AUTHORITY WITH THE COMMISSION OF OR PARTICIPATION IN A FELONY INVOLVING DISHONESTY OR BREACH OF TRUST, THE COMMISSIONER, BY WRITTEN NOTICE SERVED UPON THE DIRECTOR, OFFICER, OR OTHER PERSON, MAY SUSPEND SUCH PERSON FROM OFFICE OR PROHIBIT THE PERSON FROM FURTHER PARTICIPATION IN ANY MANNER IN THE CONDUCT OF THE AFFAIRS OF THE SAVINGS BANK. A COPY OF THE NOTICE SHALL ALSO BE SERVED UPON THE SAVINGS BANK.

(b)  THE SUSPENSION OR PROHIBITION SHALL REMAIN IN EFFECT UNTIL THE INFORMATION, INDICTMENT, WARRANT, OR COMPLAINT IS FINALLY DISPOSED OF OR UNTIL TERMINATED BY THE BOARD. IF A JUDGMENT OF CONVICTION WITH RESPECT TO THE OFFENSE IS ENTERED AGAINST THE DIRECTOR, OFFICER, OR OTHER PERSON, AND THE JUDGMENT IS NOT SUBJECT TO FURTHER APPELLATE REVIEW, THE BOARD MAY ISSUE AND SERVE UPON THE DIRECTOR, OFFICER, OR OTHER PERSON AN ORDER REMOVING HIM OR HER FROM OFFICE OR PROHIBITING THE PERSON FROM FURTHER PARTICIPATION IN ANY MANNER IN THE CONDUCT OF THE AFFAIRS OF THE SAVINGS BANK.

(c)  A COPY OF THE ORDER SHALL ALSO BE SERVED UPON THE SAVINGS BANK, WHEREUPON THE DIRECTOR OR OFFICER SHALL CEASE TO BE A DIRECTOR OR OFFICER OF THE SAVINGS BANK.

(d)  A FINDING OF NOT GUILTY OR OTHER DISPOSITION OF THE CHARGE SHALL NOT PRECLUDE THE BOARD FROM INSTITUTING PROCEEDINGS TO SUSPEND OR REMOVE THE DIRECTOR, OFFICER, OR OTHER PERSON FROM OFFICE OR TO PROHIBIT FURTHER PARTICIPATION IN SAVINGS BANK AFFAIRS UNDER THIS SECTION.

(8)  IF, BECAUSE OF THE SUSPENSION OR REMOVAL OF ONE OR MORE DIRECTORS UNDER THIS ARTICLE, THE BOARD OF DIRECTORS OF A SAVINGS BANK HAS LESS THAN A QUORUM OF DIRECTORS, ALL POWERS AND FUNCTIONS VESTED IN OR EXERCISABLE BY THE BOARD SHALL VEST IN AND BE EXERCISABLE BY THE REMAINING DIRECTORS ON THE BOARD. IF ALL OF THE DIRECTORS OF A SAVINGS BANK ARE SUSPENDED OR REMOVED UNDER THIS ARTICLE, THE BOARD SHALL APPOINT PERSONS TO SERVE TEMPORARILY AS DIRECTORS PENDING THE TERMINATION OF THE SUSPENSIONS OR REMOVALS, OR UNTIL SUCH TIME AS THEIR SUCCESSORS ARE DULY ELECTED AND TAKE OFFICE.

(9)  A DIRECTOR OR OFFICER, OR FORMER DIRECTOR OR OFFICER, OF A SAVINGS BANK OR ANY OTHER PERSON AGAINST WHOM THERE IS OUTSTANDING AND EFFECTIVE A NOTICE OR FINAL ORDER SERVED UPON THE DIRECTOR, OFFICER, OR OTHER PERSON UNDER THIS SECTION, WHO PARTICIPATES IN ANY MANNER IN THE CONDUCT OF THE AFFAIRS OF THE SAVINGS BANK INVOLVED, OR DIRECTLY OR INDIRECTLY SOLICITS OR PROCURES, OR TRANSFERS OR ATTEMPTS TO TRANSFER, OR VOTES OR ATTEMPTS TO VOTE, ANY PROXIES, CONSENTS, OR AUTHORIZATIONS IN RESPECT OF THE VOTING RIGHTS IN THE SAVINGS BANK, OR WITHOUT THE PRIOR WRITTEN APPROVAL OF THE BOARD, VOTES FOR A DIRECTOR, OR SERVES OR ACTS AS A DIRECTOR, OFFICER, OR EMPLOYEE OF A SAVINGS BANK, COMMITS A CLASS 1 MISDEMEANOR AND SHALL BE PUNISHED AS PROVIDED IN SECTION 18­1­106, C.R.S.

PART 3

CORPORATE STRUCTURE

11­29­301.  Formation of savings banks ­ corporate structure. (1)  A CORPORATION MAY BE FORMED BY ONE OR MORE PERSONS IN ACCORDANCE WITH THE LAWS OF THIS STATE FOR THE PURPOSE OF CONDUCTING A SAVINGS BANK BUSINESS.

(2)  A PERSON SHALL APPLY TO THE BOARD FOR PERMISSION TO ORGANIZE A SAVINGS BANK UNDER THIS ARTICLE. THE APPLICATION SHALL BE ON FORMS PRESCRIBED BY THE BOARD AND SHALL SET FORTH SUCH INFORMATION AS THE BOARD MAY REQUIRE.

(3)  AFTER MAKING APPLICATION, THE INCORPORATORS SHALL PUBLISH NOTICE TWICE AND IN CONSECUTIVE WEEKS THAT THE APPLICATION HAS BEEN MADE. THE NOTICE SHALL SET FORTH THE NAMES AND ADDRESSES OF THE INCORPORATORS AND THE PROPOSED NAME AND LOCATION OF THE SAVINGS BANK TO BE ORGANIZED. PROOF OF THE NOTICE SHALL BE FURNISHED TO THE BOARD WITHIN THIRTY DAYS AFTER THE DATE OF THE APPLICATION. THE BOARD MAY WAIVE THE PUBLICATION REQUIREMENTS IF, IN HIS OR HER OPINION, THE WAIVER IS NECESSARY OR APPROPRIATE IN THE PUBLIC INTEREST.

(4)  THE BOARD SHALL EXAMINE THE INFORMATION AND STATEMENTS CONTAINED IN THE APPLICATION AS WELL AS MAKE ANY INVESTIGATION AS TO THE CONDITIONS AND CIRCUMSTANCES SURROUNDING OR IN ANY MANNER AFFECTING OR PERTAINING TO THE ORGANIZATION OF THE SAVINGS BANK SUFFICIENT TO SATISFY THE BOARD AS TO ALL OF THE FOLLOWING:

(a)  WHETHER THE CHARACTER, RESPONSIBILITY, AND FITNESS OF THE INCORPORATORS AND OF THE PROPOSED DIRECTORS AND OFFICERS, AND THEIR MOTIVES IN SEEKING TO ORGANIZE THE SAVINGS BANK ARE SUCH AS TO COMMAND THE CONFIDENCE OF THE COMMUNITY AND TO WARRANT THE BELIEF THAT THE BUSINESS OF THE PROPOSED SAVINGS BANK WILL BE HONESTLY AND EFFICIENTLY CONDUCTED.

(b)  WHETHER THE CONVENIENCE AND NEEDS OF THE PUBLIC WILL BE SERVED BY THE PROPOSED SAVINGS BANK.

(c)  THE LIKELIHOOD OF SUCCESSFUL OPERATION OF THE PROPOSED SAVINGS BANK, GIVING CONSIDERATION TO, BUT NOT BY WAY OF LIMITATION, ALL OF THE FOLLOWING:

(I)  POPULATION DENSITY;

(II)  ECONOMIC CHARACTERISTICS OF THE AREA PRIMARILY TO BE SERVED;

(III)  THE COMPETITION OFFERED BY EXISTING SAVINGS BANKS, OTHER FINANCIAL INSTITUTIONS, AND OTHER PROVIDERS OF FINANCIAL SERVICES.

(d)  WHETHER THE CAPITAL STRUCTURE OF THE PROPOSED SAVINGS BANK MEETS THE REQUIREMENTS OF SECTION 11­29­305.

(5)  THE BOARD SHALL APPROVE OR DISAPPROVE THE APPLICATION IN WRITING WITHIN ONE HUNDRED DAYS AFTER THE RECEIPT OF THE APPLICATION OR THE LAST AMENDMENT OR SUPPLEMENT TO THE APPLICATION; EXCEPT THAT, IN THE CASE OF AN APPLICATION TO ORGANIZE A NEW BANK UNDER SECTION 11­29­706 FOR THE SOLE PURPOSE OF CONSOLIDATING OR MERGING THE NEW BANK WITH OR INTO AN EXISTING BANK, THE BOARD SHALL APPROVE OR DISAPPROVE THE APPLICATION IN WRITING WITHIN THIRTY DAYS AFTER THE RECEIPT OF THE APPLICATION OR THE LAST AMENDMENT OR SUPPLEMENT TO THE APPLICATION.

11­29­302.  Formation of savings bank to serve depository institutions ­ definition. (1)  ANY NUMBER OF DEPOSITORY INSTITUTIONS MAY APPLY TO INCORPORATE A SAVINGS BANK EXCLUSIVELY TO SERVE DEPOSITORY INSTITUTIONS OR THEIR OFFICERS, DIRECTORS, AND EMPLOYEES.

(2)  THE BOARD SHALL EXAMINE THE INFORMATION CONTAINED IN THE APPLICATION AND MAKE ANY OTHER INVESTIGATION THE BOARD CONSIDERS NECESSARY PERTAINING TO THE ORGANIZATION OF THE NEW SAVINGS BANK. THE BOARD SHALL ISSUE TO THE APPLICANTS, WITHIN THE TIME PERIOD PROVIDED IN SECTION 11­29­301 (4), WRITTEN NOTICE OF APPROVAL OR DISAPPROVAL OF THE APPLICATION.

(3)  EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION (2) OF THIS SECTION, A SAVINGS BANK ORGANIZED UNDER THIS SECTION IS NOT SUBJECT TO THE PROVISIONS OF SECTION 11­29­301, BUT SHALL COMPLY WITH ALL OTHER PROVISIONS OF THIS ARTICLE.

(4)  THE SHARES OF STOCK OF A STOCK SAVINGS BANK ORGANIZED UNDER THIS SECTION SHALL BE OWNED EXCLUSIVELY BY DEPOSITORY INSTITUTIONS.

(5)  AS USED IN THIS SECTION, "APPLICANT" MEANS THE DEPOSITORY INSTITUTIONS MAKING AN APPLICATION UNDER THIS SECTION.

11­29­303.  Reimbursement of expenses of organizers. (1)  FOLLOWING THE DATE AUTHORIZED BY THE BOARD FOR THE SAVINGS BANK TO COMMENCE BUSINESS, THE SAVINGS BANK MAY REIMBURSE THE ORGANIZERS FOR REASONABLE AND NECESSARY ORGANIZATIONAL EXPENSES. ANY REIMBURSEMENT UNDER THIS SECTION SHALL BE PREDICATED UPON AN ACCOUNTING OF THE ORGANIZATIONAL EXPENSES BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT THAT SHALL BE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

(2)  THE BOARD MAY REVIEW THE ACCOUNTING OF THE ORGANIZATIONAL EXPENSES AND MAY ORDER THE ORGANIZERS TO RESTORE ANY SUMS THAT WERE REIMBURSED FOR OTHER THAN REASONABLE AND NECESSARY EXPENSES.

11­29­304.  Submission of articles of incorporation to board. (1)  UPON APPROVAL OF THE APPLICATION, AT LEAST TWO ORIGINAL ARTICLES OF INCORPORATION EXECUTED BY A MAJORITY OF THE APPLICANTS SHALL BE SUBMITTED TO THE BOARD. IF THE BOARD FINDS THAT THE ARTICLES CONFORM TO LAW AND THAT ALL FEES AND CHARGES HAVE BEEN PAID AS REQUIRED BY LAW, THE BOARD SHALL APPROVE AND FILE ONE OF THE ORIGINAL ARTICLES IN THE BOARD'S OFFICE AND CERTIFY AND FORWARD ONE OF THE ORIGINAL ARTICLES TO THE INCORPORATORS.

(2)  AS A CONDITION FOR APPROVING, CERTIFYING, AND DISTRIBUTING THE ARTICLES OF INCORPORATION, THE INCORPORATORS SHALL FURNISH EVIDENCE THAT A FIRM COMMITMENT TO INSURE DEPOSIT ACCOUNTS UP TO THE MAXIMUM PERMITTED BY FEDERAL LAW HAS BEEN ISSUED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, UNLESS THE BOARD, FOR GOOD CAUSE SHOWN, WAIVES THE REQUIREMENT TO FURNISH THE EVIDENCE.

(3)  THE ARTICLES OF INCORPORATION SHALL PROVIDE ALL OF THE FOLLOWING INFORMATION:

(a)  THE NAME OF THE SAVINGS BANK. THE NAME SHALL NOT BE SIMILAR TO THE NAME OF ANY OTHER SAVINGS BANK TRANSACTING BUSINESS IN THIS STATE THAT WOULD CAUSE CONFUSION.

(b)  THE COUNTY AND THE CITY OR TOWN WHERE THE PRINCIPAL OFFICE OF THE SAVINGS BANK IS TO BE LOCATED AND CONDUCT ITS BUSINESS;

(c)  THE PURPOSE OR PURPOSES OF INCORPORATION AS PROVIDED IN THIS ARTICLE;

(d)  THE AUTHORIZED NUMBER OF SHARES OF COMMON AND PREFERRED STOCK FOR A STOCK SAVINGS BANK AND ONE OF THE FOLLOWING:

(I)  IF THE SAVINGS BANK IS TO BE AUTHORIZED TO ISSUE ONLY ONE CLASS OF STOCK, THE PAR VALUE OF THE SHARES;

(II)  IF THE SAVINGS BANK IS TO BE AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK, THE NUMBER OF SHARES OF EACH CLASS, THE PAR VALUE OF EACH CLASS, AND A STATEMENT OF ALL DESIGNATIONS, POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS, AND RESTRICTIONS OF EACH CLASS.

(e)  THE NAMES, PLACES OF RESIDENCE, AND ADDRESSES OF THE INCORPORATORS AND THE NUMBER OF SHARES SUBSCRIBED FOR EACH INCORPORATOR;

(f)  THE PERIOD FOR WHICH THE SAVINGS BANK IS ORGANIZED, WHICH MAY BE IN PERPETUITY;

(g)  ANY OTHER PROVISIONS CONSISTENT WITH THE BUSINESS OF BANKING AND FOR THE CONDUCT OF THE AFFAIRS OF THE SAVINGS BANK.

(4)  IF THE BOARD APPROVES AND THE SAVINGS BANK FILES THE ARTICLES OF INCORPORATION WITH THE SECRETARY OF STATE UNDER THIS ARTICLE, THE SAVINGS BANK SHALL BECOME A BODY CORPORATE. A SAVINGS BANK SHALL NOT TRANSACT ANY BUSINESS, EXCEPT AS IS INCIDENTAL AND NECESSARY TO ITS ORGANIZATION, UNTIL IT HAS BEEN AUTHORIZED BY THE BOARD TO COMMENCE BUSINESS.

(5)  EXCEPT SHAREHOLDERS, MEMBERS, OFFICERS, AND DIRECTORS OF A SAVINGS BANK, A PERSON DEALING WITH A SAVINGS BANK ORGANIZED UNDER THIS ARTICLE SHALL NOT BE CHARGED WITH CONSTRUCTIVE NOTICE OF THE CONTENTS OF ANY ARTICLES OR PAPERS BY REASON OF A FILING REQUIRED UNDER THIS ARTICLE.

11­29­305.  Notification to board of adequacy of paid in capital and surplus. (1)  WITHIN THIRTY DAYS AFTER THE APPROVAL AND FILING OF ITS ARTICLES OF INCORPORATION, OR SUCH LATER TIME NOT TO EXCEED ONE YEAR AS APPROVED BY THE BOARD, THE SAVINGS BANK SHALL NOTIFY THE BOARD THAT ALL OF ITS CAPITAL AND SURPLUS HAS BEEN FULLY PAID IN AND THAT IT HAS COMPLIED WITH ALL THE PROVISIONS OF THIS ARTICLE REQUIRED TO BE COMPLIED WITH BEFORE A SAVINGS BANK SHALL BE AUTHORIZED TO COMMENCE BUSINESS.

(2)  THE BOARD SHALL MAKE SUCH EXAMINATIONS AS DEEMED NECESSARY TO VERIFY THE SAME AND, IF IT APPEARS THAT THE SAVINGS BANK IS LAWFULLY ENTITLED TO COMMENCE BUSINESS, THE BOARD, WITHIN THIRTY DAYS AFTER RECEIVING THE NOTICE UNDER THIS SECTION, SHALL GIVE TO THE SAVINGS BANK A CERTIFICATE UNDER THE OFFICIAL SEAL OF THE DIVISION THAT THE SAVINGS BANK HAS COMPLIED WITH ALL OF THE REQUIRED PROVISIONS AND IS AUTHORIZED TO COMMENCE BUSINESS.

(3)  THE APPLICATION SHALL BE DEEMED ABANDONED AND OF NO FURTHER EFFECT IF THE SAVINGS BANK FAILS TO FURNISH THE NOTICE REQUIRED BY THIS SECTION WITHIN THE SPECIFIED TIME OR FAILS TO COMPLY WITH THE REQUIRED PROVISIONS WITHIN SUCH PERIOD OF TIME AS THE BOARD DETERMINES.

(4)  THE FIRST MEETING OF EVERY SAVINGS BANK SHALL BE CALLED BY A NOTICE SIGNED BY ANY INCORPORATOR DESIGNATING THE TIME AND PLACE OF THE MEETING AND STATING THE PURPOSE FOR WHICH THE MEETING IS CALLED. THE NOTICE SHALL BE SERVED ON ALL THE INCORPORATORS AT LEAST FIVE DAYS BEFORE THE DATE SET FOR THE MEETING. IF ALL THE INCORPORATORS ARE PRESENT AT THE MEETING OR IN WRITING WAIVE NOTICE, THEN NO NOTICE SHALL BE REQUIRED FOR THE FIRST MEETING.

11­29­306.  Adequacy of capital of stock savings banks. (1)  A STOCK SAVINGS BANK ORGANIZED UNDER THIS ARTICLE SHALL HAVE CAPITAL IN AN AMOUNT AS THE BOARD CONSIDERS ADEQUATE ON THE BASIS OF THE POPULATION OF THE AREA TO BE SERVED AND THE ANTICIPATED NATURE OF THE STOCK SAVINGS BANK'S BUSINESS BUT NOT LESS THAN ONE MILLION DOLLARS.

(2)  THIS SECTION DOES NOT APPLY IF THE NEW STOCK SAVINGS BANK IS ORGANIZED UNDER SECTION 11­29­706 FOR THE SOLE PURPOSE OF EFFECTING ITS CONSOLIDATION OR MERGER WITH AN EXISTING BANK OR ASSOCIATION HAVING ITS PRINCIPAL OFFICE IN THE SAME CITY OR TOWN AS THE NEW STOCK SAVINGS BANK AND IF, UPON COMPLETION OF THE CONSOLIDATION OR MERGER, A BANK HOLDING COMPANY BECOMES THE OWNER OF ALL OF THE OUTSTANDING VOTING SHARES OF THE CONSOLIDATED ORGANIZATION. THIS SECTION DOES APPLY TO THE CONSOLIDATED ORGANIZATION.

(3)  A STOCK SAVINGS BANK SHALL NOT BE AUTHORIZED TO COMMENCE BUSINESS UNTIL IT HAS SURPLUS OF AT LEAST TWENTY PERCENT OF ITS CAPITAL.

(4)  A MUTUAL SAVINGS BANK SHALL NOT BE AUTHORIZED TO COMMENCE BUSINESS UNTIL AN AGGREGATE MINIMUM DOLLAR AMOUNT AND NUMBER OF SAVINGS ACCOUNTS SHALL BE SUBSCRIBED FOR AND PAID IN CASH, AS DETERMINED BY THE BOARD.

(5)  AFTER ORGANIZATION EACH SAVINGS BANK SHALL MAINTAIN ADEQUATE TOTAL CAPITAL FOR THE CONDUCT OF ITS BUSINESS AND THE PROTECTION OF ITS DEPOSITORS. THE TOTAL CAPITAL OF A SAVINGS BANK SHALL BE ANALYZED AND APPRAISED IN RELATION TO THE CHARACTER OF ITS MANAGEMENT, THE LIQUIDITY OF ASSETS, THE HISTORY OF EARNINGS AND OF THE RETENTION OF EARNINGS, THE POTENTIAL VOLATILITY OF THE DEPOSIT STRUCTURE, AND THE SAVINGS BANK'S CAPACITY TO FURNISH THE BROADEST SERVICE TO THE PUBLIC.

(6)  AT ALL TIMES A STOCK SAVINGS BANK SHALL MAINTAIN SURPLUS IN AN AMOUNT THAT IS EQUAL TO AT LEAST THE AMOUNT OF ITS CAPITAL, EXCEPT AS PROVIDED IN SUBSECTION (3) OF THIS SECTION AS TO THE INITIAL SURPLUS AND EXCEPT AS PROVIDED IN SECTION 11­29­315 AND SHALL NOT REDUCE THE SURPLUS WITHOUT THE APPROVAL OF THE BOARD.

11­29­307.  Issuance of shares of stock by savings banks. A STOCK SAVINGS BANK MAY ISSUE SHARES OF COMMON STOCK AND PREFERRED STOCK THAT MAY BE DIVIDED INTO CLASSES AND THE CLASSES INTO SERIES.

11­29­308.  Membership of mutual savings bank. THE MEMBERSHIP OF A MUTUAL SAVINGS BANK SHALL CONSIST SOLELY OF EVERY DEPOSITOR OR HOLDER OF A DEPOSIT ACCOUNT ISSUED BY THE SAVINGS BANK.

11­29­309.  Issuance of capital notes, debentures, and other instruments of indebtedness. (1)  A SAVINGS BANK, WITH THE APPROVAL OF SHAREHOLDERS OWNING TWO THIRDS OF THE STOCK OF A STOCK SAVINGS BANK WHO ARE ENTITLED TO VOTE, OR WITH THE APPROVAL OF TWO THIRDS OF THE MEMBERS OF A MUTUAL SAVINGS BANK WHO ARE ENTITLED TO VOTE, MAY ISSUE CAPITAL NOTES, DEBENTURES, AND ANY OTHER INSTRUMENT OF INDEBTEDNESS, WITH OR WITHOUT WARRANTS FOR PREFERRED OR COMMON STOCK, CONVERTIBLE AND NONCONVERTIBLE, SUBORDINATED ON INSOLVENCY, LIQUIDATION, OR DISSOLUTION TO ALL OBLIGATIONS EXCEPT OBLIGATIONS TO SHAREHOLDERS OR MEMBERS, IN SUCH AMOUNTS AND UNDER SUCH TERMS AND CONDITIONS AS ARE APPROVED BY THE COMMISSIONER ON THE BASIS OF NORMAL BUSINESS CONSIDERATIONS.

(2)  IN CONNECTION WITH THE ISSUANCE OF CONVERTIBLE CAPITAL NOTES, DEBENTURES, OR ANY OTHER INSTRUMENT OF INDEBTEDNESS, THE COMMISSIONER MAY GRANT APPROVAL FOR THE SAVINGS BANK TO RESERVE A NUMBER OF AUTHORIZED AND UNISSUED SHARES OF CAPITAL STOCK AS REQUIRED FOR ISSUANCE IN EXCHANGE FOR CAPITAL NOTES AND DEBENTURES WITH RESPECT TO WHICH CONVERSION PRIVILEGES EXIST.

(3)  IF CAPITAL NOTES, DEBENTURES, OR ANY OTHER INSTRUMENT OF INDEBTEDNESS ARE CONVERTED INTO SHARES OF COMMON OR PREFERRED STOCK, A VERIFIED CERTIFICATE EXECUTED BY THE PRESIDENT OF THE SAVINGS BANK STATING THE AMOUNT OF THE CONVERSION, AND ANY OTHER INFORMATION WITH RESPECT TO THE CONVERSION AS THE COMMISSIONER MAY REQUIRE, SHALL BE FILED IN THE OFFICE OF THE COMMISSIONER.

(4)  OUTSTANDING CAPITAL NOTES, DEBENTURES, AND ANY OTHER INSTRUMENT OF INDEBTEDNESS ISSUED UNDER THIS SECTION SHALL BE ADDED TO "CAPITAL" AND "CAPITAL STOCK" AS THE TERMS ARE USED IN SECTIONS 11­29­422, 11­29­423, 11­29­425, AND 11­29­426, FOR THE PURPOSE OF COMPUTING THE LIMITATIONS CONTAINED IN THOSE SECTIONS BASED ON AMOUNTS OF CAPITAL AND CAPITAL STOCK.

11­29­310.  Application of voting requirements of this article. WHENEVER A VOTE OF THE HOLDERS OF SHARES OF STOCK IS REQUIRED BY THIS ARTICLE, THOSE PROVISIONS SHALL APPLY ONLY TO THE VOTING STOCK OF THE SAVINGS BANK, BANK, OUT­OF­STATE BANK, NATIONAL BANK, OR ASSOCIATION.

11­29­311.  Conversion from mutual savings bank to stock savings bank. UPON APPLICATION AND APPROVAL OF THE BOARD, A MUTUAL SAVINGS BANK MAY AMEND ITS ARTICLES OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF STOCK AND MAY ISSUE STOCK. CONVERSION SHALL BE ACCOMPLISHED IN ACCORDANCE WITH SECTION 11­29­715.

11­29­312.  Shares of stock. (1)  THERE SHALL BE ISSUED TO EVERY SHAREHOLDER IN A SAVINGS BANK, CERTIFICATES OF STOCK THAT SHALL BE TRANSFERABLE ON THE BOOKS OF THE SAVINGS BANK IN A MANNER AS PROVIDED IN THE BYLAWS OR ARTICLES OF INCORPORATION. A TRANSFER OF STOCK SHALL NOT BE VALID AGAINST THE SAVINGS BANK, EXCEPT WITH THE CONSENT OF THE BOARD OF DIRECTORS, UNLESS THE REGISTERED HOLDER OF THE STOCK IS LIABLE AS PRINCIPAL DEBTOR, SURETY, OR OTHERWISE TO THE SAVINGS BANK FOR ANY DEBT THAT IS DUE AND UNPAID.

(2)  IF THE REGISTERED HOLDER OF STOCK OF A SAVINGS BANK IS LIABLE TO IT AS PRINCIPAL DEBTOR, SURETY, OR OTHERWISE FOR A DEBT THAT IS DUE AND UNPAID, THE DIRECTORS OF THE BANK MAY SELL A SUFFICIENT AMOUNT OF THE STOCK OF THE DELINQUENT SHAREHOLDER IN THE SAME MANNER AND WITH THE SAME EFFECT AS PROVIDED IN SECTION 11­29­501 IN THE CASE OF AN UNPAID ASSESSMENT ON THE STOCK OF THE SAVINGS BANK. THIS SECTION DOES NOT PREVENT THE SAVINGS BANK FROM BRINGING PROCEEDINGS TO RECOVER THE ENTIRE AMOUNT OF THE INDEBTEDNESS AT ANY TIME BEFORE THE SALE OR TO RECOVER THE BALANCE OF THE DEBT AND COSTS AFTER THE PROCEEDS OF SALE HAVE BEEN APPLIED AGAINST THE DEBT AND COSTS OR TO RECOVER THE BALANCE OF THE DEBT AFTER THE CANCELLATION OF THE STOCK.

(3)  THE RIGHTS OF A SAVINGS BANK IN ITS STOCK UNDER THIS SECTION SHALL BE SUBJECT TO ANY PLEDGE, SALE, OR OTHER TRANSFER OF THE STOCK THAT IS MADE PRIOR TO THE MATURITY OF ANY INDEBTEDNESS OF THE REGISTERED HOLDER OF THE STOCK TO THE SAVINGS BANK AND OF WHICH THE SAVINGS BANK HAS KNOWLEDGE PRIOR TO THE MATURITY, WHETHER OR NOT THE STOCK WAS TRANSFERRED ON THE BOOKS OF THE SAVINGS BANK. ANY STOCK OF A SAVINGS BANK THAT IS PLEDGED, SOLD, OR OTHERWISE TRANSFERRED PRIOR TO THE MATURITY OF ANY INDEBTEDNESS OF THE REGISTERED HOLDER OF THE STOCK TO THE SAVINGS BANK AND OF WHICH PLEDGE, SALE, OR OTHER TRANSFER THE SAVINGS BANK HAS KNOWLEDGE PRIOR TO THE MATURITY, MAY BE TRANSFERRED ON THE BOOKS OF THE SAVINGS BANK AFTER THE MATURITY WITHOUT THE CONSENT OF THE BOARD OF DIRECTORS OF THE SAVINGS BANK.

(4)  THE RIGHTS OF A SAVINGS BANK IN ITS STOCK UNDER THIS SECTION, INCLUDING THE LIMITATION ON TRANSFERABILITY IF THE REGISTERED HOLDER IS LIABLE TO THE SAVINGS BANK FOR ANY DEBT THAT IS DUE AND UNPAID, SHALL NOT BE APPLICABLE WITH RESPECT TO ANY STOCK DULY LISTED ON ANY STOCK EXCHANGE.

(5)  CERTIFICATES ISSUED SHALL STATE ALL OF THE FOLLOWING:

(a)  THE NAME AND LOCATION OF THE SAVINGS BANK;

(b)  THE NAME OF THE HOLDER OF RECORD OF THE STOCK;

(c)  THE NUMBER, PAR VALUE, AND CLASS OF SHARES THAT THE CERTIFICATES REPRESENT;

(d)  IF THE SAVINGS BANK ISSUES STOCK OF MORE THAN ONE CLASS, THE RESPECTIVE RIGHTS, PREFERENCES, PRIVILEGES, VOTING RIGHTS, POWERS, RESTRICTIONS, LIMITATIONS, AND QUALIFICATIONS OF EACH CLASS OF STOCK ISSUED SHALL BE STATED IN FULL OR IN SUMMARY UPON THE FRONT OR BACK OF THE CERTIFICATES OR BE INCORPORATED BY A REFERENCE TO THE ARTICLES OF INCORPORATION SET FORTH ON THE FRONT OF THE CERTIFICATES;

(e)  IF THE STOCK IS NOT LISTED ON AN EXCHANGE, THAT NO TRANSFER SHALL BE VALID AGAINST THE SAVINGS BANK SO LONG AS THE REGISTERED HOLDER IS LIABLE AS PRINCIPAL DEBTOR, SURETY, OR OTHERWISE TO THE SAVINGS BANK, EXCEPT WITH THE APPROVAL OF THE BOARD OF DIRECTORS OR EXCEPT AS OTHERWISE PROVIDED IN THIS ARTICLE.

(6)  EVERY CERTIFICATE ISSUED SHALL BE SIGNED BY THE PRESIDENT OR VICE­PRESIDENT AND CASHIER OR ASSISTANT CASHIER OF THE SAVINGS BANK OR BY OTHER OFFICERS AS THE BYLAWS OF THE SAVINGS BANK SHALL PROVIDE AND SHALL BE SEALED WITH THE SEAL OF THE SAVINGS BANK.

(7)  NOTWITHSTANDING ANY LAW, IF A SHARE CERTIFICATE IS SIGNED BY A TRANSFER AGENT OR BY A TRANSFER AGENT AND A REGISTRAR, THE SIGNATURE OF ANY OFFICERS OF THE SAVINGS BANK REQUIRED ON THE STOCK OR THE SEAL OF THE SAVINGS BANK MAY BE MADE BY FACSIMILE. IF AN OFFICER WHO HAS SIGNED A SHARE CERTIFICATE OR WHOSE FACSIMILE SIGNATURE IS USED CEASES TO BE AN OFFICER, WHETHER BECAUSE OF DEATH, RESIGNATION, OR OTHERWISE, BEFORE THE CERTIFICATE HAS BEEN DELIVERED BY THE SAVINGS BANK, THE CERTIFICATE MAY BE ADOPTED BY THE SAVINGS BANK AND DELIVERED AS THOUGH THE PERSON WHO SIGNED IT HAD NOT CEASED TO BE AN OFFICER.

11­29­313.  Increase in capital stock by savings banks. (1)  WITH THE APPROVAL OF THE BOARD, AND BY A VOTE OF SHAREHOLDERS OWNING TWO THIRDS OF EACH CLASS OF THE STOCK ENTITLED TO VOTE, A SAVINGS BANK MAY INCREASE ITS CAPITAL STOCK TO ANY SUM APPROVED BY THE BOARD, EITHER BY AN INCREASE IN THE PAR VALUE OF THE EXISTING STOCK OR BY THE ISSUANCE OF NEW STOCK, INCLUDING PREFERRED STOCK.

(2)  AN INCREASE IN CAPITAL IS NOT VALID UNTIL THE WHOLE AMOUNT OF THE INCREASE IS PAID IN AND NOTICE HAS BEEN TRANSMITTED TO THE BOARD SPECIFYING THE AMOUNT OF THE INCREASE IN CAPITAL STOCK AND THAT IT HAS BEEN DULY PAID IN AS A PART OF THE CAPITAL OF THE SAVINGS BANK.

(3)  THE CERTIFICATE SHALL BE CONCLUSIVE EVIDENCE THAT THE STOCK HAS BEEN DULY AND VALIDLY ISSUED. IN THE CASE OF THE ISSUANCE OF NEW STOCK, IN VOTING UPON THE INCREASE OF CAPITAL STOCK, THE SHAREHOLDERS ENTITLED TO VOTE SHALL HAVE POWER, BY THE SAME STATUTORY MAJORITY, TO FIX THE VALUE OF, AND THE PRICE AT WHICH THE INCREASE OF THE CAPITAL STOCK SHALL BE SUBSCRIBED AND PAID FOR BY THE SHAREHOLDERS, BUT NOT LESS THAN PAR, AS WELL AS THE TIME AND MANNER OF THE SUBSCRIPTION AND PAYMENT, AND TO AUTHORIZE THE DIRECTORS TO SELL THE CAPITAL STOCK.

(4)  NOTWITHSTANDING THE PROVISIONS OF THIS SECTION, A SAVINGS BANK, WITH THE APPROVAL OF THE BOARD AND BY A VOTE OF SHAREHOLDERS OWNING TWO THIRDS OF EACH CLASS OF THE STOCK ENTITLED TO VOTE, FOR THE STATED PURPOSE OF PROVIDING STOCK OPTIONS FOR ONE OR MORE EMPLOYEES, MAY INCREASE ITS CAPITAL STOCK IN AN AGGREGATE PAR VALUE AMOUNT NOT TO EXCEED AT ANY ONE TIME FIVE PERCENT OF THE PAR VALUE OF ITS THEN OUTSTANDING COMMON CAPITAL STOCK. THE ADDITIONAL CAPITAL STOCK, WHEN DULY AUTHORIZED, MAY BE ISSUED BY THE SAVINGS BANK FROM TIME TO TIME FOR SUCH PURPOSE BUT FOR NO OTHER PURPOSE, AS OPTIONS ARE EXERCISED AND PAYMENT FOR THE STOCK IS RECEIVED, FREE FROM ANY PREEMPTIVE RIGHTS TO SUBSCRIBE FOR STOCK.

11­29­314.  Reduction in capital stock by savings banks. (1)  BY A VOTE OF SHAREHOLDERS OWNING TWO THIRDS OF THE STOCK ENTITLED TO VOTE OF THE SAVINGS BANK, A SAVINGS BANK MAY REDUCE ITS CAPITAL STOCK TO AN AMOUNT NOT LESS THAN THAT REQUIRED BY THIS ARTICLE TO AUTHORIZE THE FORMATION OF THE SAVINGS BANK. THE REDUCTION MAY BE ACCOMPLISHED BY A REDUCTION IN THE PAR VALUE OF THE EXISTING STOCK OR BY A REDUCTION IN THE NUMBER OF THE SHARES OF THE STOCK. A REDUCTION SHALL NOT BE MADE UNTIL THE AMOUNT OF THE PROPOSED REDUCTION HAS BEEN REPORTED TO AND APPROVED BY THE BOARD.

(2)  THE APPROVAL OF THE BOARD SHALL BE BASED UPON A FINDING THAT THE SECURITY OF EXISTING CREDITORS OF THE SAVINGS BANK WILL NOT BE IMPAIRED BY THE PROPOSED REDUCTION. THIS SECTION DOES NOT DISCHARGE A SAVINGS BANK THAT HAS DECREASED ITS CAPITAL STOCK FROM AN OBLIGATION OR DEMAND THAT IS DUE FROM THE SAVINGS BANK.

(3)  RETIREMENT OF PREFERRED STOCK UNDER THE ARTICLES OF INCORPORATION IS NOT CONSIDERED TO BE A REDUCTION OF CAPITAL UNDER THIS SECTION.

(4)  A SHAREHOLDER IS NOT ENTITLED TO A DISTRIBUTION OF CASH OR OTHER ASSETS BY REASON OF A REDUCTION OF THE CAPITAL OF A SAVINGS BANK UNLESS THE DISTRIBUTION HAS BEEN APPROVED BY THE BOARD AND BY THE AFFIRMATIVE VOTE OF AT LEAST TWO THIRDS OF THE SHARES OF EACH CLASS OF STOCK OUTSTANDING, VOTING AS CLASSES.

11­29­315.  Payment of dividends on common stock. (1)  THE BOARD OF DIRECTORS OF A SAVINGS BANK MAY DECLARE AND PAY DIVIDENDS ON THE COMMON STOCK OF THE SAVINGS BANK SUBJECT TO THE FOLLOWING RESTRICTIONS:

(a)  A CASH DIVIDEND OR DIVIDEND IN KIND SHALL NOT BE DECLARED OR PAID UNLESS THE SAVINGS BANK WILL HAVE A SURPLUS AMOUNTING TO NOT LESS THAN TWENTY PERCENT OF ITS CAPITAL AFTER THE PAYMENT OF THE DIVIDEND;

(b)  A CASH DIVIDEND OR DIVIDEND IN KIND SHALL NOT BE DECLARED BY ANY SAVINGS BANK EXCEPT OUT OF NET PROFITS THEN ON HAND AFTER DEDUCTING ALL BAD DEBTS. UNLESS THE DEBTS ARE WELL SECURED AND IN THE PROCESS OF COLLECTION OR THE DEBTS CONSTITUTE CLAIMS AGAINST SOLVENT ESTATES IN PROBATE, DEBTS DUE THE SAVINGS BANK ON WHICH INTEREST IS PAST DUE AND UNPAID FOR A PERIOD OF SIX MONTHS SHALL BE CONSIDERED BAD DEBTS UNDER THIS SECTION.

(c)  A CASH DIVIDEND OR DIVIDEND IN KIND SHALL NOT BE DECLARED OR PAID UNTIL THE CUMULATIVE DIVIDENDS ON PREFERRED STOCK, IF ANY, HAVE BEEN PAID IN FULL OR PREFERRED SHAREHOLDERS HAVE WAIVED THEIR RIGHT TO RECEIVE DIVIDENDS;

(d)  IF THE SURPLUS OF A SAVINGS BANK IS LESS THAN THE AMOUNT OF ITS CAPITAL, BEFORE THE DECLARATION OF A CASH DIVIDEND OR DIVIDEND IN KIND, IT SHALL TRANSFER TO SURPLUS NOT LESS THAN TEN PERCENT OF ITS NET PROFITS OF THE PRECEDING HALF­YEAR IN THE CASE OF QUARTERLY OR SEMIANNUAL DIVIDENDS, OR NOT LESS THAN TEN PERCENT OF ITS NET PROFITS OF THE PRECEDING TWO CONSECUTIVE HALF­YEAR PERIODS IN THE CASE OF ANNUAL DIVIDENDS. FOR THE PURPOSE OF THIS SECTION, AN AMOUNT TRANSFERRED TO A RESERVE ACCOUNT FOR THE RETIREMENT OF PREFERRED STOCK OF ANY BANK OUT OF ITS NET PROFITS FOR THE PERIOD IS CONSIDERED TO BE ADDITIONS TO ITS SURPLUS IF, UPON THE RETIREMENT OF THE PREFERRED STOCK, THE AMOUNTS CREDITED INTO THE RETIREMENT RESERVE MAY THEN PROPERLY BE CARRIED TO SURPLUS. THE SAVINGS BANK IS OBLIGATED TO CREDIT TO SURPLUS THE AMOUNTS TRANSFERRED INTO THE RETIREMENT RESERVE ON ACCOUNT OF THE PREFERRED STOCK AS THE STOCK IS RETIRED.

(e)  NOTWITHSTANDING THE LIMITATIONS OF THIS SECTION, A SAVINGS BANK, WITH THE APPROVAL OF THE BOARD AND BY VOTE OF SHAREHOLDERS OWNING TWO­THIRDS OF THE STOCK ENTITLED TO VOTE, MAY INCREASE ITS CAPITAL STOCK BY DECLARATION OF A STOCK DIVIDEND ON THE CAPITAL STOCK. AFTER THE INCREASE THE SURPLUS OF THE BANK SHALL BE AT LEAST EQUAL TO TWENTY PERCENT OF THE CAPITAL STOCK AS INCREASED. THE INCREASE SHALL NOT BE EFFECTIVE UNTIL A CERTIFICATE OF THE DECLARATION OF THE DIVIDEND, SIGNED BY THE PRESIDENT, VICE­PRESIDENT, CASHIER, OR ASSISTANT CASHIER OF THE SAVINGS BANK, HAS BEEN TRANSMITTED TO AND APPROVED BY THE BOARD.

(2)  A SAVINGS BANK MAY PAY DIVIDENDS ON ITS PREFERRED STOCK AT A RATE AS MAY BE APPLICABLE WITHOUT REGARD TO THE LIMITATIONS OF THIS SECTION.

(3)  A HOLDING COMPANY THAT OWNS COMMON OR PREFERRED STOCK OF A SAVINGS BANK MAY WAIVE ITS RIGHT TO RECEIVE DIVIDENDS AND ANY PAYMENT IN LIEU OF DIVIDENDS.

11­29­316.  Meetings of mutual savings banks. (1)  AN ANNUAL MEETING OF THE MEMBERS OF A MUTUAL SAVINGS BANK SHALL BE HELD AT A TIME AND PLACE DESIGNATED BY OR IN THE MANNER PROVIDED IN THE BYLAWS.

(2)  SPECIAL MEETINGS OF THE MEMBERS OF A MUTUAL SAVINGS BANK MAY BE CALLED AT ANY TIME BY THE PRESIDENT OR BOARD OF DIRECTORS OR BY THE PRESIDENT, A VICE­PRESIDENT, OR THE SECRETARY UPON THE WRITTEN REQUEST OF MEMBERS HOLDING OF RECORD IN THE AGGREGATE AT LEAST TEN PERCENT OF THE SAVINGS DEPOSITS OF THE SAVINGS BANK. THE WRITTEN REQUEST SHALL SHOW THE PURPOSES OF THE MEETING AND SHALL BE DELIVERED TO THE PRINCIPAL OFFICE OF THE MUTUAL SAVINGS BANK ADDRESSED TO THE PRESIDENT.

(3)  IN THE CONSIDERATION OF ALL QUESTIONS REQUIRING ACTION BY THE MEMBERS OF A MUTUAL SAVINGS BANK, EACH MEMBER SHALL BE ENTITLED TO CAST ONE VOTE FOR EACH ONE HUNDRED DOLLARS, OR FRACTION OF EACH ONE HUNDRED DOLLARS, OF THE WITHDRAWAL VALUE OF THE MEMBER'S DEPOSIT ACCOUNT. A MEMBER IS NOT ENTITLED TO CAST MORE THAN ONE THOUSAND VOTES, AND VOTES SHALL NOT BE CUMULATED FOR THE ELECTION OF DIRECTORS.

(4)  IN ORDER THAT A MUTUAL SAVINGS BANK MAY DETERMINE THE MEMBERS ENTITLED TO NOTICE OF ANY MEETING TO VOTE OR ENTITLED TO RECEIVE A DISTRIBUTION OR TO EXERCISE ANY RIGHTS IN RESPECT OF ANY OTHER LAWFUL ACTION, THE BOARD OF DIRECTORS OF THE SAVINGS BANK MAY FIX, IN ADVANCE, A RECORD DATE THAT IS NOT MORE THAN NINE MONTHS OR LESS THAN SIX MONTHS PRIOR TO THE DATE OF THE MEETING OR MORE THAN NINE MONTHS PRIOR TO ANY OTHER ACTION.

11­29­317.  Correct and complete books and records of accounts. (1)  EACH SAVINGS BANK SHALL KEEP CORRECT AND COMPLETE BOOKS AND RECORDS OF ACCOUNTS.

(2)  EACH MUTUAL SAVINGS BANK SHALL MAINTAIN MEMBERSHIP RECORDS THAT SHALL SHOW THE NAME AND ADDRESS OF THE MEMBER AND DATE OF MEMBERSHIP.

11­29­318.  Meetings of shareholders of savings banks. (1)  THE ANNUAL MEETING OF THE SHAREHOLDERS OF EVERY STOCK SAVINGS BANK SHALL BE HELD AT A TIME AND PLACE DESIGNATED BY OR IN THE MANNER PROVIDED IN THE BYLAWS. SPECIAL MEETINGS OF SHAREHOLDERS SHALL BE CALLED AND HELD AS PROVIDED IN THE BYLAWS OF THE SAVINGS BANK. AT ANY MEETING, EACH SHAREHOLDER ENTITLED TO VOTE SHALL BE ENTITLED TO ONE VOTE FOR EACH SHARE HELD BY THE SHAREHOLDER. A SHAREHOLDER MAY VOTE AT ANY MEETING OF THE SAVINGS BANK BY WRITTEN PROXY.

(2)  PERSONS HOLDING SHARES OF STOCK OF A SAVINGS BANK IN A FIDUCIARY CAPACITY ARE ENTITLED TO VOTE THE SHARES SO HELD, UNLESS THE TRUST INSTRUMENT CONTAINS A PROVISION TO THE CONTRARY. PERSONS WHOSE SHARES ARE PLEDGED ARE ENTITLED TO VOTE UNLESS, IN THE TRANSFER BY THE PLEDGOR ON THE BOOKS OF THE SAVINGS BANK, SUCH PLEDGOR HAS EXPRESSLY EMPOWERED THE PLEDGEE TO VOTE THE SHARES, IN WHICH CASE ONLY THE PLEDGEE OR HIS OR HER PROXY MAY VOTE THE SHARES.

(3)  A SHAREHOLDER SHALL NOT VOTE STOCK IN ANY MANNER EXCEPT IN PERSON OR BY PROXY. THIS PROHIBITION SHALL NOT BE CONSTRUED TO APPLY TO ANY VOTING TRUST AGREEMENT OF SHAREHOLDERS WITH RESPECT TO THE VOTING OF STOCK, WHICH AGREEMENT HAS BEEN APPROVED BY THE BOARD.

11­29­319.  Meetings called by financial services board. THE BOARD MAY CALL A MEETING OF THE MEMBERS OR SHAREHOLDERS OF A SAVINGS BANK FOR ANY PURPOSE BY GIVING A NOTICE OF THE TIME, PLACE, AND PURPOSES OF THIS MEETING AT LEAST THREE DAYS PRIOR TO THE MEETING TO THE MEMBERS OR SHAREHOLDERS EITHER BY PERSONAL SERVICE, REGISTERED MAIL SENT TO THEIR LAST­KNOWN ADDRESSES AS SHOWN BY THE BOOKS OF THE SAVINGS BANK, OR BY PUBLICATION AT LEAST ONCE A WEEK FOR FOUR CONSECUTIVE WEEKS PRIOR TO THE MEETING.

11­29­320.  Savings bank shall keep stock ledger. (1)  A STOCK SAVINGS BANK SHALL KEEP AND MAINTAIN A STOCK LEDGER IN WHICH SHALL BE CORRECTLY ENTERED THE NAME AND ADDRESS OF EACH SHAREHOLDER OF THE SAVINGS BANK, THE NUMBER OF SHARES HELD BY EACH, THE DATE WHEN THE SHAREHOLDER ACQUIRED THE SHARES, AND THE NAME OF THE TRANSFEROR. THE BOARD OF DIRECTORS OF A SAVINGS BANK MAY DESIGNATE ANY CORPORATION AUTHORIZED BY LAW TO ACT AS TRANSFER AGENT OR REGISTRAR OF SHARES OF CORPORATIONS, TO ACT AS TRANSFER AGENT OR TRANSFER AGENT AND REGISTRAR OF THE SHARES OF THE SAVINGS BANK, BUT A CORPORATION SHALL NOT BE DESIGNATED TO ACT IN BOTH CAPACITIES AT THE SAME TIME.

(2)  WITHIN TWO CALENDAR WEEKS OF A DEMAND MADE BY THE BOARD, A SAVINGS BANK SHALL FILE WITH THE BOARD A LIST CONTAINING THE NAME AND ADDRESS OF EACH SHAREHOLDER OF THE SAVINGS BANK TOGETHER WITH THE NUMBER OF SHARES HELD BY EACH ACCORDING TO ITS RECORDS AS OF THE CLOSE OF BUSINESS ON THE DATE OF ISSUANCE OF THE DEMAND. WITHIN TWO CALENDAR WEEKS OF A DEMAND MADE FOR PROPER CAUSE BY ANY SHAREHOLDER BEING THE RECORD OWNER OF AT LEAST FIVE PERCENT OF THE ISSUED SHARES OF THE SAVINGS BANK OR ON THE DEMAND FOR PROPER CAUSE OF ANY PERSON REPRESENTING ANY GROUP THAT IS THE RECORD OWNER OF AT LEAST FIVE PERCENT OF THE ISSUED SHARES OF THE SAVINGS BANK, THE SAVINGS BANK SHALL PREPARE AND FURNISH THE REQUESTOR A LIST CONTAINING THE NAME AND ADDRESS OF EACH SHAREHOLDER OF THE SAVINGS BANK TOGETHER WITH THE NUMBER OF SHARES HELD BY EACH ACCORDING TO ITS RECORDS AS OF THE CLOSE OF BUSINESS ON THE DATE OF RECEIPT OF THE DEMAND.

11­29­321.  Savings banks to be managed by a board of directors. (1)  A SAVINGS BANK SHALL BE MANAGED BY A BOARD OF NOT LESS THAN FIVE NOR MORE THAN TWENTY­FIVE DIRECTORS WHO SHALL BE ELECTED IN THE FIRST INSTANCE BY THE INCORPORATORS AT A MEETING HELD BEFORE THE SAVINGS BANK IS AUTHORIZED TO COMMENCE BUSINESS AND AFTERWARDS AT THE ANNUAL MEETING OF THE MEMBERS OR SHAREHOLDERS. IF FOR ANY REASON AN ELECTION IS NOT HELD AT THE ANNUAL MEETING, THEN THE ELECTION SHALL BE HELD AT ANY SUBSEQUENT MEETING CALLED FOR THAT PURPOSE OF WHICH NOTICE IS GIVEN AS PROVIDED IN THE BYLAWS OF THE SAVINGS BANK. THE BOARD OF DIRECTORS MAY FILL A VACANCY THAT OCCURS IN THE BOARD BY DEATH, RESIGNATION, OR OTHERWISE FOR THE CURRENT YEAR. SUBJECT TO LIMITATIONS AS TO NUMBERS, THE SHAREHOLDERS OR MEMBERS MAY ELECT DIRECTORS NOT TO EXCEED TWO LESS THAN THE FULL BOARD AND THE UNFILLED DIRECTORSHIPS SHALL BE CONSIDERED AS VACANCIES AND FILLED BY THE BOARD OF DIRECTORS. DIRECTORS SHALL HOLD OFFICE UNTIL THEIR SUCCESSORS ARE ELECTED AND HAVE QUALIFIED.

(2)  THE BOARD OF DIRECTORS SHALL MEET NOT LESS THAN SIX TIMES PER YEAR FOR THE PURPOSE OF CARRYING OUT THEIR DUTIES UNDER THIS ARTICLE. THE DIRECTORS SHALL DESIGNATE THE SAVINGS BANK'S CHIEF EXECUTIVE OFFICER AT THE FIRST BOARD OF DIRECTORS MEETING OF EACH FISCAL YEAR. THE BOARD SHALL KEEP AND RECORD MINUTES OF EACH MEETING. THE MINUTES SHALL BE SIGNED BY THE PRESIDING OFFICER AND THE SECRETARY OF THE MEETING. A MAJORITY OF THE BOARD OF DIRECTORS CONSTITUTES A QUORUM FOR THE TRANSACTION OF BUSINESS.

(3)  THE FINANCIAL SERVICES BOARD MAY CALL A MEETING OF THE BOARD OF DIRECTORS OF A SAVINGS BANK BY GIVING A NOTICE OF THE TIME, PLACE, AND PURPOSE OF THE MEETING AT LEAST THREE DAYS PRIOR TO THE MEETING TO THE DIRECTORS EITHER BY PERSONAL SERVICE, REGISTERED MAIL SENT TO THEIR LAST­KNOWN ADDRESSES AS SHOWN BY THE BOOKS OF THE SAVINGS BANK, OR PUBLICATION AT LEAST ONCE IN EACH WEEK FOR FOUR CONSECUTIVE WEEKS PRIOR TO THE MEETING.

11­29­322.  Oath of directors. EACH DIRECTOR PRIOR TO TAKING OFFICE SHALL TAKE AND SUBSCRIBE AN OATH THAT HE OR SHE WILL DILIGENTLY AND HONESTLY PERFORM HIS OR HER DUTIES AND WILL NOT KNOWINGLY VIOLATE, OR PERMIT TO BE VIOLATED, ANY PROVISIONS OF THIS ARTICLE. THE SIGNED OATH SHALL BE TRANSMITTED TO THE BOARD.

11­29­323.  Purchases from and sales of property to directors. (1)  A SAVINGS BANK MAY CONTRACT FOR OR PURCHASE FROM A DIRECTOR, OR FROM A FIRM OF WHICH THE DIRECTOR IS A MEMBER, SECURITIES OR OTHER PROPERTY WHEN THE PURCHASE IS MADE IN THE REGULAR COURSE OF BUSINESS UPON TERMS NOT LESS FAVORABLE TO THE SAVINGS BANK THAN THOSE OFFERED BY OTHERS, OR WHEN THE PURCHASE IS AUTHORIZED BY A MAJORITY OF THE BOARD OF DIRECTORS NOT INTERESTED IN THE SALE OF THE SECURITIES OR PROPERTY. IF A DIRECTOR, OR FIRM OF WHICH THE DIRECTOR IS A MEMBER, ACTING FOR OR ON BEHALF OF OTHERS, SELLS SECURITIES OR OTHER PROPERTY TO A SAVINGS BANK, THE BOARD MAY REQUIRE A FULL DISCLOSURE TO BE MADE ON FORMS PRESCRIBED BY THE BOARD OF ALL COMMISSIONS OR OTHER CONSIDERATIONS RECEIVED. WHENEVER A DIRECTOR OR FIRM SELLS SECURITIES OR OTHER PROPERTY TO THE SAVINGS BANK, THE BOARD MAY REQUIRE FULL DISCLOSURE OF ALL PROFITS REALIZED FROM THE SALE.

(2)  A SAVINGS BANK MAY SELL SECURITIES OR OTHER PROPERTY TO A DIRECTOR, OR TO A FIRM OF WHICH THE DIRECTOR IS A MEMBER, IN THE REGULAR COURSE OF BUSINESS ON TERMS NOT MORE FAVORABLE TO THE DIRECTOR OR FIRM THAN THOSE OFFERED TO OTHERS, WHEN THE SALE IS AUTHORIZED BY A MAJORITY OF THE BOARD OF DIRECTORS OF A SAVINGS BANK. THIS SECTION SHALL NOT BE CONSTRUED AS AUTHORIZING A SAVINGS BANK TO PURCHASE OR SELL SECURITIES OR OTHER PROPERTY THAT THE SAVINGS BANK IS NOT OTHERWISE AUTHORIZED BY LAW TO PURCHASE OR SELL.

11­29­324.  Discharge of duties by directors and officers. (1)  A DIRECTOR OR AN OFFICER OF A SAVINGS BANK SHALL DISCHARGE THE DUTIES OF SUCH POSITION IN GOOD FAITH AND WITH THAT DEGREE OF DILIGENCE, CARE, AND SKILL THAT AN ORDINARILY PRUDENT PERSON WOULD EXERCISE UNDER SIMILAR CIRCUMSTANCES IN A LIKE POSITION.

(2)  IN DISCHARGING SUCH DUTIES, A DIRECTOR OR AN OFFICER WHEN ACTING IN GOOD FAITH MAY RELY UPON THE OPINION OF LEGAL COUNSEL FOR THE SAVINGS BANK, UPON THE REPORT OF AN INDEPENDENT APPRAISER SELECTED WITH REASONABLE CARE BY THE BOARD OR BY AN OFFICER OF THE SAVINGS BANK, OR UPON FINANCIAL STATEMENTS OF THE SAVINGS BANK REPRESENTED TO BE CORRECT BY THE PRESIDENT OR THE OFFICER OF THE SAVINGS BANK HAVING CHARGE OF ITS BOOKS OF ACCOUNT, OR AS STATED IN A WRITTEN REPORT BY AN INDEPENDENT PUBLIC OR CERTIFIED PUBLIC ACCOUNTANT OR FIRM OF ACCOUNTANTS FAIRLY TO REFLECT THE FINANCIAL CONDITION OF THE SAVINGS BANK.

(3)  THE ARTICLES OF INCORPORATION OF A SAVINGS BANK MAY CONTAIN A PROVISION STATING THAT A DIRECTOR IS NOT PERSONALLY LIABLE TO THE SAVINGS BANK OR ITS SHAREHOLDERS OR MEMBERS FOR MONETARY DAMAGES FOR A BREACH OF THE DIRECTOR'S FIDUCIARY DUTY. THE PROVISION DOES NOT ELIMINATE OR LIMIT THE LIABILITY OF A DIRECTOR FOR ANY OF THE FOLLOWING:

(a)  A BREACH OF THE DIRECTOR'S DUTY OF LOYALTY TO THE SAVINGS BANK OR ITS SHAREHOLDERS OR MEMBERS;

(b)  ACTS OR OMISSIONS NOT IN GOOD FAITH OR THAT INVOLVE INTENTIONAL MISCONDUCT OR KNOWING VIOLATION OF LAW;

(c)  A VIOLATION OF SECTION 11­29­214 (9);

(d)  A TRANSACTION FROM WHICH THE DIRECTOR DERIVED AN IMPROPER PERSONAL BENEFIT.

(4)  AN ACTION AGAINST A DIRECTOR OR OFFICER FOR FAILURE TO PERFORM THE DUTIES IMPOSED BY THIS SECTION SHALL BE COMMENCED WITHIN THREE YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED, OR WITHIN TWO YEARS AFTER THE TIME WHEN THE CAUSE OF ACTION IS DISCOVERED, OR SHOULD REASONABLY HAVE BEEN DISCOVERED, BY THE COMPLAINANT, WHICHEVER OCCURS FIRST.

11­29­325.  Indemnification of directors, officers, and employees of savings banks. (1)  A SAVINGS BANK MAY INDEMNIFY A PERSON WHO WAS OR IS A PARTY OR IS THREATENED TO BE MADE A PARTY TO A THREATENED, PENDING, OR COMPLETED ACTION, SUIT, OR PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE, OR INVESTIGATIVE AND WHETHER FORMAL OR INFORMAL, OTHER THAN AN ACTION BY OR IN THE RIGHT OF THE SAVINGS BANK, OR BY REASON OF THE FACT THAT HE OR SHE IS OR WAS A DIRECTOR, OFFICER, EMPLOYEE, OR AGENT OF THE SAVINGS BANK OR IS OR WAS SERVING AT THE REQUEST OF THE SAVINGS BANK AS A DIRECTOR, OFFICER, PARTNER, TRUSTEE, EMPLOYEE, OR AGENT OF ANOTHER FINANCIAL INSTITUTION, FOREIGN OR DOMESTIC CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST, OR OTHER ENTERPRISE, WHETHER FOR PROFIT OR NOT, AGAINST EXPENSES, INCLUDING ATTORNEYS' FEES, JUDGMENTS, PENALTIES, FINES, AND AMOUNTS PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY HIM OR HER IN CONNECTION WITH THE ACTION, SUIT, OR PROCEEDING IF THE PERSON ACTED IN GOOD FAITH AND IN A MANNER THE PERSON REASONABLY BELIEVED TO BE IN AND NOT OPPOSED TO THE BEST INTERESTS OF THE SAVINGS BANK OR ITS MEMBERS OR SHAREHOLDERS, AND IN A CRIMINAL ACTION OR PROCEEDING, IF THE PERSON HAD NO REASONABLE CAUSE TO BELIEVE THE PERSON'S CONDUCT WAS UNLAWFUL. THE TERMINATION OF AN ACTION, SUIT, OR PROCEEDING BY JUDGMENT, ORDER, SETTLEMENT, OR CONVICTION, OR UPON A PLEA OF NOLO CONTENDERE OR ITS EQUIVALENT, DOES NOT CREATE A PRESUMPTION THAT THE PERSON DID NOT ACT IN GOOD FAITH AND IN A MANNER THAT HE OR SHE REASONABLY BELIEVED TO BE IN AND NOT OPPOSED TO THE BEST INTERESTS OF THE SAVINGS BANK OR ITS MEMBERS OR SHAREHOLDERS, AND IN A CRIMINAL ACTION OR PROCEEDING CREATE A PRESUMPTION THAT THE PERSON HAD REASONABLE CAUSE TO BELIEVE THAT THE PERSON'S CONDUCT WAS UNLAWFUL.

(2)  A SAVINGS BANK MAY INDEMNIFY A PERSON WHO WAS OR IS A PARTY TO OR IS THREATENED TO BE MADE A PARTY TO ANY THREATENED, PENDING, OR COMPLETED ACTION OR SUIT BY OR IN THE RIGHT OF THE SAVINGS BANK TO PROCURE A JUDGMENT IN ITS FAVOR OR BY REASON OF THE FACT THAT THE PERSON IS OR WAS A DIRECTOR, OFFICER, EMPLOYEE, OR AGENT OF THE SAVINGS BANK OR IS OR WAS SERVING AT THE REQUEST OF THE SAVINGS BANK AS A DIRECTOR, OFFICER, PARTNER, TRUSTEE, EMPLOYEE, OR AGENT OF ANOTHER FINANCIAL INSTITUTION, FOREIGN OR DOMESTIC CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST, OR OTHER ENTERPRISE, WHETHER FOR PROFIT OR NOT, AGAINST EXPENSES, INCLUDING ACTUAL AND REASONABLE ATTORNEYS' FEES AND AMOUNTS PAID IN SETTLEMENT INCURRED BY THE PERSON IN CONNECTION WITH THE ACTION OR SUIT IF THE PERSON ACTED IN GOOD FAITH AND IN A MANNER THE PERSON REASONABLY BELIEVED TO BE IN AND NOT OPPOSED TO THE BEST INTERESTS OF THE SAVINGS BANK OR ITS SHAREHOLDERS OR MEMBERS. INDEMNIFICATION SHALL NOT BE MADE FOR A CLAIM, ISSUE, OR MATTER IN WHICH THE PERSON HAS BEEN FOUND LIABLE TO THE SAVINGS BANK UNLESS THE COURT IN WHICH THE ACTION OR SUIT WAS BROUGHT HAS DETERMINED UPON APPLICATION THAT THE PERSON IS FAIRLY AND REASONABLY ENTITLED TO INDEMNIFICATION FOR THE EXPENSES THAT THE COURT CONSIDERS PROPER.

(3)  TO THE EXTENT THAT A DIRECTOR, OFFICER, EMPLOYEE, OR AGENT OF A SAVINGS BANK HAS BEEN SUCCESSFUL ON THE MERITS OR OTHERWISE IN DEFENSE OF AN ACTION, SUIT, OR PROCEEDING DESCRIBED IN THIS SECTION, OR IN DEFENSE OF ANY CLAIM, ISSUE, OR MATTER IN THE ACTION, SUIT, OR PROCEEDING, SUCH PERSON SHALL BE INDEMNIFIED AGAINST EXPENSES, INCLUDING ACTUAL AND REASONABLE ATTORNEYS' FEES, INCURRED BY SUCH PERSON IN CONNECTION WITH THE ACTION, SUIT, OR PROCEEDING AND AN ACTION, SUIT, OR PROCEEDING BROUGHT TO ENFORCE THE MANDATORY INDEMNIFICATION PROVIDED BY THIS ARTICLE.

(4)  AN INDEMNIFICATION UNDER THIS SECTION, UNLESS ORDERED BY A COURT, SHALL BE MADE BY THE SAVINGS BANK ONLY AS AUTHORIZED IN THE SPECIFIC CASE UPON A DETERMINATION THAT INDEMNIFICATION OF THE DIRECTOR, OFFICER, EMPLOYEE, OR AGENT IS PROPER IN THE CIRCUMSTANCES BECAUSE SUCH PERSON HAS MET THE APPLICABLE STANDARD OF CONDUCT SET FORTH IN THIS SECTION. THIS DETERMINATION SHALL BE MADE BY ANY OF THE FOLLOWING:

(a)  A MAJORITY VOTE OF A QUORUM OF THE BOARD CONSISTING OF DIRECTORS WHO WERE NOT PARTIES TO THE ACTION, SUIT, OR PROCEEDING;

(b)  IF THE QUORUM DESCRIBED IN PARAGRAPH (a) OF THIS SUBSECTION (4) IS NOT OBTAINABLE, THEN BY A MAJORITY VOTE OF A COMMITTEE OF DIRECTORS WHO ARE NOT PARTIES TO THE ACTION. THE COMMITTEE SHALL CONSIST OF NOT LESS THAN TWO DISINTERESTED DIRECTORS.

(c)  INDEPENDENT LEGAL COUNSEL IN A WRITTEN OPINION;

(d)  THE SHAREHOLDERS OR MEMBERS.

(5)  IF A PERSON IS ENTITLED TO INDEMNIFICATION UNDER THIS SECTION FOR A PORTION OF EXPENSES, INCLUDING ATTORNEYS' FEES, JUDGMENTS, PENALTIES, FINES, AND AMOUNTS PAID IN SETTLEMENT, BUT NOT FOR THE TOTAL AMOUNT OF THE EXPENSES, THE SAVINGS BANK MAY INDEMNIFY THE PERSON FOR THE PORTION OF THE EXPENSES, JUDGMENTS, PENALTIES, FINES, OR AMOUNTS PAID IN SETTLEMENT FOR WHICH THE PERSON IS ENTITLED TO BE INDEMNIFIED.

(6)  EXPENSES INCURRED IN DEFENDING A CIVIL OR CRIMINAL ACTION, SUIT, OR PROCEEDING DESCRIBED IN THIS SECTION MAY BE PAID BY THE SAVINGS BANK IN ADVANCE OF THE FINAL DISPOSITION OF THE ACTION, SUIT, OR PROCEEDING UPON RECEIPT OF AN UNDERTAKING BY OR ON BEHALF OF THE DIRECTOR, OFFICER, EMPLOYEE, OR AGENT TO REPAY THE EXPENSES IF IT IS ULTIMATELY DETERMINED THAT THE PERSON IS NOT ENTITLED TO BE INDEMNIFIED BY THE SAVINGS BANK. THE UNDERTAKING SHALL BE BY UNLIMITED GENERAL OBLIGATION OF THE PERSON ON WHOSE BEHALF ADVANCES ARE MADE BUT NEED NOT BE SECURED.

(7)  THE INDEMNIFICATION OR ADVANCEMENT OF EXPENSES PROVIDED BY OR GRANTED UNDER THIS ARTICLE IS NOT EXCLUSIVE OF OTHER RIGHTS TO WHICH A PERSON SEEKING INDEMNIFICATION OR ADVANCEMENT OF EXPENSES MAY BE ENTITLED UNDER THE ARTICLES OF INCORPORATION, THE BYLAWS, OR A CONTRACTUAL AGREEMENT. THE TOTAL AMOUNT OF EXPENSES ADVANCED OR INDEMNIFIED FROM ALL SOURCES COMBINED SHALL NOT EXCEED THE AMOUNT OF ACTUAL EXPENSES INCURRED BY THE PERSON SEEKING INDEMNIFICATION OR ADVANCEMENT OF EXPENSES.

(8)  THE RIGHT TO INDEMNIFICATION PROVIDED FOR UNDER THIS ARTICLE CONTINUES FOR A PERSON WHO CEASES TO BE A DIRECTOR, OFFICER, EMPLOYEE, OR AGENT AND SHALL INURE TO THE BENEFIT OF THE HEIRS, EXECUTORS, AND ADMINISTRATORS OF THE PERSON.

11­29­326.  Insurance for director, officer, and employee liability. (1)  A SAVINGS BANK HAS THE POWER TO PURCHASE AND MAINTAIN INSURANCE, INCLUDING INSURANCE ISSUED BY AN AFFILIATED INSURER AND INSURANCE FOR WHICH PREMIUMS MAY BE ADJUSTED RETROACTIVELY, IN WHOLE OR IN PART, BASED UPON CLAIMS EXPERIENCE, OR SIMILAR ARRANGEMENTS.

(2)  A SAVINGS BANK MAY ALSO CREATE A TRUST FUND OR OTHER FORM OF FUNDED ARRANGEMENT ON BEHALF OF ANY PERSON WHO IS OR WAS A DIRECTOR, OFFICER, EMPLOYEE, OR AGENT OF THE SAVINGS BANK OR IS OR WAS SERVING AT THE REQUEST OF THE SAVINGS BANK AS A DIRECTOR, OFFICER, PARTNER, TRUSTEE, EMPLOYEE, OR AGENT OF ANOTHER FOREIGN OR DOMESTIC CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST, OR OTHER ENTERPRISE, WHETHER FOR PROFIT OR NOT, AGAINST ANY LIABILITY ASSERTED AGAINST THE PERSON AND INCURRED BY SUCH PERSON IN ANY CAPACITY OR ARISING OUT OF THE PERSON'S STATUS IN THAT CAPACITY, WHETHER OR NOT THE SAVINGS BANK HAS THE POWER TO INDEMNIFY THE PERSON AGAINST THE LIABILITY UNDER SECTION 11­29­325.

11­29­327.  Amendments to articles of incorporation by savings banks. (1)  WITH THE APPROVAL OF THE BOARD AND BY VOTE OF A MAJORITY OF MEMBERS OR VOTING SHARES OF THE SAVINGS BANK, A SAVINGS BANK MAY AMEND ITS ARTICLES OF INCORPORATION IN ANY MANNER NOT INCONSISTENT WITH THIS ARTICLE.

(2)  AN AMENDMENT IS EFFECTIVE WHEN CERTIFIED COPIES OF THE AMENDMENT IN A FORM AS THE BOARD MAY REQUIRE SIGNED BY THE PRESIDENT OR A VICE­PRESIDENT AND THE CASHIER OR AN ASSISTANT CASHIER, HAVE BEEN SUBMITTED TO AND APPROVED BY THE BOARD AND HAVE BEEN FILED WITH THE SECRETARY OF STATE IN THE SAME MANNER AS THE ORIGINAL ARTICLES OF INCORPORATION.

(3)  NOTWITHSTANDING SUBSECTION (2) OF THIS SECTION, AN AMENDMENT THAT PROVIDES SOLELY FOR A CHANGE IN THE NAME OF THE SAVINGS BANK IS NOT SUBJECT TO THE APPROVAL OF THE BOARD AND SHALL BE EFFECTIVE ON THE DATE IT IS FILED WITH THE SECRETARY OF STATE OR AT A LATER DATE SPECIFIED IN THE AMENDMENT.

11­29­328.  Voluntary liquidation of savings banks. (1)  A SOLVENT SAVINGS BANK MAY GO INTO LIQUIDATION AND BE CLOSED UPON EXPIRATION OF ITS CORPORATE CHARTER OR BY THE VOTE OF A TWO­THIRDS MAJORITY OF MEMBERS OR VOTING SHARES. IN THE EVENT OF A TERMINATION, THE LAST BOARD OF DIRECTORS IMMEDIATELY UPON EXPIRATION OF ITS CORPORATE CHARTER OR ADOPTION OF THE RESOLUTION BY THE MEMBERS OR SHAREHOLDERS SHALL NOTIFY THE BOARD OF THE ACTION BY FILING WITH THE BOARD IN QUADRUPLICATE A CERTIFICATE OF TERMINATION SIGNED BY A MAJORITY OF THE REMAINING MEMBERS OF THE BOARD OF DIRECTORS. THE CERTIFICATE SHALL BE IN A FORM AS THE BOARD MAY REQUIRE.

(2)  THE MEMBERS OR SHAREHOLDERS SHALL DESIGNATE ONE OR MORE PERSONS TO ACT AS A LIQUIDATING AGENT OR COMMITTEE AND THE AGENT OR COMMITTEE SHALL CONDUCT THE LIQUIDATION IN ACCORDANCE WITH THE LAW AND UNDER THE SUPERVISION OF THE BOARD AND THE BOARD OF DIRECTORS.

(3)  THE AGENT OR COMMITTEE SHALL FURNISH TO THE SAVINGS BANK A BOND SATISFACTORY TO THE BOARD IN FORM AND AMOUNT.

(4)  THE LIQUIDATING AGENT OR COMMITTEE SHALL RENDER TO THE BOARD REPORTS IN A FORM AND AT SUCH TIMES AS THE BOARD MAY REQUIRE. THE LIQUIDATING AGENT OR COMMITTEE SHALL MAKE PERIODIC REPORTS NOT LESS FREQUENTLY THAN ANNUALLY TO THE MEMBERS OR SHAREHOLDERS.

(5)  AT ANY LAWFULLY CONVENED MEETING, BY VOTE OF A MAJORITY OF MEMBERS OR VOTING SHARES, THE MEMBERS OR SHAREHOLDERS MAY REMOVE THE LIQUIDATING AGENT OR COMMITTEE AND APPOINT A NEW AGENT OR A NEW COMMITTEE.

(6)  THE BOARD MAY EXAMINE THE AFFAIRS OF A LIQUIDATING SAVINGS BANK AT ANY TIME FOR THE PURPOSE OF DETERMINING THAT THE RIGHTS OF THE DEPOSITORS AND CREDITORS ARE BEING PROPERLY SERVED. THE EXPENSES OF THE EXAMINATION SHALL BE PAID BY THE SAVINGS BANK.

(7)  THE LIQUIDATING AGENT OR COMMITTEE SHALL PUBLISH A NOTICE ONCE EACH WEEK FOR EIGHT CONSECUTIVE WEEKS INFORMING DEPOSITORS AND CREDITORS TO PRESENT THEIR CLAIMS AGAINST THE SAVINGS BANK FOR PAYMENT. PROOF OF THE PUBLICATION SHALL BE FILED WITH THE BOARD BY THE LIQUIDATING AGENT OR COMMITTEE. THE PROVISIONS OF THIS SECTION WITH RESPECT TO PUBLICATION OF NOTICE SHALL NOT APPLY TO A SAVINGS BANK IN VOLUNTARY LIQUIDATION THAT DISPOSES OF SUFFICIENT ASSETS TO A STATE OR NATIONAL BANK TO PAY ITS DEPOSITORS AND CREDITORS IN FULL OR IF ALL OF ITS LIABILITIES ARE ASSUMED BY THE STATE OR NATIONAL BANK.

(8)  IF THE BOARD FINDS THAT A LIQUIDATION HAS BEEN COMPLETED IN CONFORMITY TO LAW AND WHEN ALL FEES AND CHARGES HAVE BEEN PAID AS REQUIRED BY LAW, THE BOARD SHALL FILE ONE COPY OF THE CERTIFICATE OF TERMINATION IN THE OFFICE OF THE DIVISION AND SHALL CERTIFY AND FORWARD BY MAIL ONE COPY TO THE SECRETARY OF STATE, ONE COPY TO THE COUNTY CLERK AND RECORDER IN THE COUNTY IN WHICH THE BANK IS LOCATED, AND ONE COPY TO THE LIQUIDATING AGENT OR COMMITTEE, AND THE EXISTENCE OF THE SAVINGS BANK SHALL CEASE, SUBJECT TO SUBSECTION (9) OF THIS SECTION.

(9)  A SAVINGS BANK THAT COMMENCES VOLUNTARY LIQUIDATION PROCEEDINGS UNDER THIS SECTION SHALL CONTINUE TO BE A BODY CORPORATE FOR THE FURTHER TERM OF THREE YEARS FROM THE COMMENCEMENT OF THE PROCEEDINGS FOR THE PURPOSE OF PROSECUTING AND DEFENDING ACTIONS FOR OR AGAINST THE SAVINGS BANK AND TO ENABLE IT GRADUALLY TO SETTLE AND CLOSE ITS AFFAIRS, TO DISPOSE OF AND CONVEY ITS PROPERTY, AND TO DIVIDE ITS ASSETS BUT NOT FOR THE PURPOSE OF CONTINUING THE BUSINESS FOR WHICH IT WAS ORGANIZED.

(10)  WITH RESPECT TO AN ACTION, SUIT, OR PROCEEDING BEGUN OR COMMENCED BY OR AGAINST THE SAVINGS BANK PRIOR TO THE COMMENCEMENT OF VOLUNTARY LIQUIDATION PROCEEDINGS, AND WITH RESPECT TO ANY ACTION, SUIT, OR PROCEEDING BEGUN OR COMMENCED BY THE SAVINGS BANK WITHIN THREE YEARS AFTER THE COMMENCEMENT OF VOLUNTARY LIQUIDATION PROCEEDINGS, THE SAVINGS BANK SHALL BE CONTINUED AS A BODY CORPORATE BEYOND THE THREE­YEAR PERIOD AND UNTIL ANY JUDGMENTS, ORDERS, OR DECREES ARE FULLY EXECUTED.

(11)  IF THE NUMBER OF DIRECTORS OF A SAVINGS BANK THAT HAS COMMENCED VOLUNTARY LIQUIDATION PROCEEDINGS IS LESS THAN THE FULL NUMBER OF DIRECTORS REQUIRED OR AUTHORIZED BY STATUTE OR BY THE BYLAWS OF THE SAVINGS BANK FOR ANY REASON, A MAJORITY OF THE REMAINING SURVIVING DIRECTORS OR THE SOLE SURVIVING DIRECTOR, DURING THE PERIOD OF THREE YEARS, SHALL POSSESS THE SAME POWERS IN ACTING FOR THE SAVINGS BANK UNDER THIS SECTION AS THE DULY AUTHORIZED BOARD OF DIRECTORS OF THE SAVINGS BANK POSSESSED BEFORE THE COMMENCEMENT OF VOLUNTARY LIQUIDATION PROCEEDINGS OR DURING THE TERM OF THREE YEARS.

(12)  A SAVINGS BANK IN LIQUIDATION UNDER THE LAWS OF THIS STATE MAY CONTINUE TO BE A BODY CORPORATE FOR FURTHER TERMS UPON APPLICATION TO THE BOARD. EXTENSIONS SHALL BE FROM YEAR TO YEAR AT THE DISCRETION OF THE BOARD UNTIL THE LIQUIDATION IS COMPLETED.

11­29­329.  Extension of corporate terms of savings banks. (1)  A SAVINGS BANK WHOSE TERM WILL EXPIRE BY LIMITATION, AT ANY TIME PRECEDING THE EXPIRATION OF SUCH TERM, BY AMENDMENT OF ITS ARTICLES, MAY EXTEND ITS CORPORATE TERM FOR A LIMITED PERIOD OF TIME OR IN PERPETUITY.

(2)  A SAVINGS BANK WHOSE TERM HAS EXPIRED, BUT WHICH HAS NOT BEEN WOUND UP OR DISSOLVED AND WHICH HAS NEVERTHELESS INADVERTENTLY CONTINUED ITS ACTIVE BUSINESS BEYOND SUCH TERM, MAY RENEW ITS CORPORATE EXISTENCE BY AMENDMENT OF ITS ARTICLES WITH THE CONSENT OF AT LEAST FOUR­FIFTHS OF ITS MEMBERS OR THE HOLDERS OF AT LEAST FOUR­FIFTHS OF ITS CAPITAL STOCK. THE OFFICERS AND DIRECTORS DE FACTO SHALL DO AND PERFORM ALL THINGS REQUIRED OF OFFICERS AND DIRECTORS DE JURE AS RESPECTS CALLING A SPECIAL MEETING OF THE SHAREHOLDERS AND SUBMITTING TO THEM THE QUESTION OF RENEWING THE CORPORATE EXISTENCE.

(3)  NO SAVINGS BANK DE FACTO SHALL BE PERMITTED TO RENEW ITS CORPORATE LIFE UNLESS THE ACTION IS TAKEN WITHIN THREE YEARS AFTER ITS TERM HAS EXPIRED AND RENEWAL DOES NOT RELIEVE THE SAVINGS BANK FROM ANY PENALTIES THAT MAY HAVE ACCRUED AGAINST IT UNDER ANY LAW OF THIS STATE.

(4)  A SAVINGS BANK WHOSE TERM HAS BEEN EXTENDED OR RENEWED SHALL BE THE SAME SAVINGS BANK AND HAVE THE SAME MEMBERS, SHAREHOLDERS, DIRECTORS, AND OFFICERS, ENJOY ALL THE RIGHTS, PRIVILEGES, IMMUNITIES, AND POWERS, AND BE SUBJECT TO ALL THE LIABILITIES THAT IT RESPECTIVELY POSSESSED AND WAS SUBJECT TO BEFORE THE EXTENSION OR RENEWAL OF ITS EXISTENCE.

11­29­330.  Sale or purchase of assets by savings banks. (1)  WITH THE APPROVAL OF THE BOARD BASED UPON AN EXAMINATION OF EITHER THE BUYING OR SELLING ORGANIZATION, OR BOTH, AND UPON THE AFFIRMATIVE VOTE OF A MAJORITY OF THE MEMBERS OF ITS BOARD OF DIRECTORS AND TWO­THIRDS OF ITS MEMBERS OR THE HOLDERS OF TWO­THIRDS OF ITS STOCK ENTITLED TO VOTE, A SAVINGS BANK MAY DO EITHER OR BOTH OF THE FOLLOWING:

(a)  SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OF EVERY KIND, CHARACTER, AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, ITS GOODWILL AND CORPORATE FRANCHISES TO ANOTHER SAVINGS BANK, BANK, OUT­OF­STATE BANK, NATIONAL BANK, OR ASSOCIATION;

(b)  PURCHASE ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF EVERY KIND, CHARACTER, AND DESCRIPTION, INCLUDING, BUT NOT LIMITED TO, THE GOODWILL AND CORPORATE FRANCHISES AND ASSUME THE LIABILITIES OF ANOTHER SAVINGS BANK, BANK, OUT­OF­STATE BANK, NATIONAL BANK, OR ASSOCIATION.

(2)  THE CONSIDERATION FOR A PURCHASE AND SALE UNDER THIS SECTION MAY INCLUDE SHARES OF STOCK OF THE PURCHASING SAVINGS BANK, BANK, OUT­OF­STATE BANK, NATIONAL BANK, OR ASSOCIATION. A PURCHASE AND SALE SHALL NOT BE MADE TO DEFEAT OR DEFRAUD ANY OF THE CREDITORS OF THE ORGANIZATIONS.

(3)  CERTIFIED COPIES OF ALL MEMBERS', SHAREHOLDERS', AND DIRECTORS' PROCEEDINGS UNDER THIS SECTION SHALL BE FILED WITH THE BOARD AND CONTAIN IN DETAIL THE PARTICULARS RELATING TO THE SALE AND PURCHASE, INCLUDING A COPY OF THE AGREEMENT OF SALE AND PURCHASE.

(4)  A SAVINGS BANK MAY SELL ONE OR MORE OF ITS BRANCHES TO A BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR SAVINGS BANK LOCATED IN A STATE WHOSE LAWS WOULD PERMIT A SAVINGS BANK TO PURCHASE ONE OR MORE BRANCHES IN THAT STATE OF THE PURCHASING DEPOSITORY INSTITUTION.

(5)  A SAVINGS BANK MAY PURCHASE ONE OR MORE BRANCHES, WITHOUT PURCHASING ALL OR SUBSTANTIALLY ALL OF THE DEPOSITORY INSTITUTION, FROM A BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR ANOTHER SAVINGS BANK.

(6)  A SAVINGS BANK THAT PURCHASES ONE OR MORE BRANCHES UNDER SUBSECTION (5) OF THIS SECTION SHALL PROVIDE NOTICE AS REQUIRED UNDER SECTION 11­29­415 BEFORE OPERATING THE PURCHASED BRANCH OR BRANCHES.

11­29­331.  Compliance review committee functions. (1)  A COMPLIANCE REVIEW COMMITTEE SHALL EVALUATE AND SEEK TO IMPROVE ALL OF THE FOLLOWING:

(a)  LOAN POLICIES OR UNDERWRITING STANDARDS;

(b)  ASSET QUALITY;

(c)  FINANCIAL REPORTING TO FEDERAL OR STATE GOVERNMENT OR REGULATORY AGENCIES;

(d)  COMPLIANCE WITH FEDERAL OR STATE STATUTORY OR REGULATORY REQUIREMENTS.

(2)  EXCEPT AS PROVIDED IN SUBSECTION (3) OF THIS SECTION, ALL OF THE FOLLOWING APPLY TO A COMPLIANCE REVIEW COMMITTEE:

(a)  COMPLIANCE REVIEW DOCUMENTS ARE CONFIDENTIAL AND ARE NOT SUBJECT TO DISCOVERY OR ADMISSIBLE IN EVIDENCE IN A CIVIL ACTION;

(b)  INDIVIDUALS SERVING ON A COMPLIANCE REVIEW COMMITTEE OR ACTING UNDER THE DIRECTION OF A COMPLIANCE REVIEW COMMITTEE SHALL NOT BE REQUIRED TO TESTIFY IN A CIVIL ACTION ABOUT THE CONTENTS OF A COMPLIANCE REVIEW DOCUMENT OR CONCLUSIONS OF A COMPLIANCE REVIEW COMMITTEE OR ABOUT THE ACTIONS TAKEN BY A COMPLIANCE REVIEW COMMITTEE;

(c)  COMPLIANCE REVIEW DOCUMENTS DELIVERED TO INDIVIDUALS WHO ARE NOT MEMBERS OF THE COMPLIANCE REVIEW COMMITTEE, OR TO OTHER ENTITIES INCLUDING STATE, FEDERAL, OR FOREIGN GOVERNMENTAL OR REGULATORY AGENCIES, SHALL REMAIN CONFIDENTIAL AND ARE NOT DISCOVERABLE OR ADMISSIBLE IN EVIDENCE IN A CIVIL ACTION.

(3)  THIS SECTION DOES NOT APPLY TO ANY CIVIL ACTION INITIATED BY A FEDERAL OR STATE REGULATORY AGENCY.

(4)  THIS SECTION SHALL NOT BE CONSTRUED TO LIMIT THE TESTIMONY THAT CAN BE REQUIRED ABOUT MATTERS OTHER THAN THE CONTENTS OF A COMPLIANCE REVIEW DOCUMENT OR CONCLUSIONS OR ACTIONS OF A COMPLIANCE REVIEW COMMITTEE. THIS SECTION DOES NOT LIMIT THE DISCOVERY OR ADMISSIBILITY IN A CIVIL ACTION OF ANY DOCUMENTS OTHER THAN COMPLIANCE REVIEW DOCUMENTS.

PART 4

POWERS OF SAVINGS BANKS

11­29­401.  General powers of savings banks. (1)  EXCEPT AS OTHERWISE PROVIDED BY THIS ARTICLE, A SAVINGS BANK MAY ENGAGE IN THE BUSINESS OF BANKING AND EXERCISE ALL POWERS INCIDENTAL TO THE BUSINESS OF BANKING OR WHICH FURTHER OR FACILITATE THE PURPOSES OF A SAVINGS BANK. A SAVINGS BANK HAS ALL THE POWERS CONFERRED BY THIS ARTICLE AND GRANTED BY RULE OF THE DIVISION, INCLUDING, BUT NOT LIMITED TO, ALL OF THE FOLLOWING POWERS:

(a)  TO HAVE A CORPORATE SEAL, THAT MAY BE ALTERED, AND TO USE THE SEAL, OR A FACSIMILE OF IT, BY HAVING IT IMPRESSED, AFFIXED, OR REPRODUCED IN ANY MANNER;

(b)  TO HAVE SUCCESSION IN PERPETUITY OR FOR A LIMITED PERIOD OF TIME AS FIXED BY ITS ARTICLES OR UNTIL ITS AFFAIRS ARE FINALLY WOUND UP BY LIQUIDATION, FORFEITURE, OR DISSOLUTION AS PROVIDED BY THIS ARTICLE;

(c)  TO MAKE CONTRACTS;

(d)  TO SUE AND BE SUED, COMPLAIN, AND DEFEND IN ITS CORPORATE NAME AS FULLY AS A NATURAL PERSON;

(e)  TO ELECT OR APPOINT DIRECTORS WHO SHALL APPOINT FROM THEIR MEMBERS A PRESIDENT WHO SHALL PERFORM DUTIES AS MAY BE DESIGNATED BY THE BOARD, AND WHO SHALL SERVE AS THE CHAIRPERSON OF THE BOARD, UNLESS THE BOARD DESIGNATES ANOTHER DIRECTOR TO BE CHAIRPERSON IN LIEU OF THE PRESIDENT. THE BOARD MAY APPOINT OFFICERS AS THE BOARD CONSIDERS NECESSARY, WHO NEED NOT BE MEMBERS OF THE BOARD, DEFINE THEIR DUTIES, DISMISS AT PLEASURE, AND APPOINT OTHER OFFICERS TO FILL VACANCIES.

(f)  TO MAKE, ALTER, AMEND, AND REPEAL BYLAWS NOT INCONSISTENT WITH ITS ARTICLES OR WITH LAW FOR THE ADMINISTRATION AND REGULATION OF THE AFFAIRS OF THE SAVINGS BANK;

(g)  TO HAVE AND EXERCISE THE POWERS AND MEANS APPROPRIATE TO EFFECT THE PURPOSE FOR WHICH THE SAVINGS BANK IS INCORPORATED;

(h)  TO MAKE INVESTMENTS PERMITTED BY THIS ARTICLE;

(i)  TO MAKE CONTRIBUTIONS AND DONATIONS FOR THE PUBLIC WELFARE OR FOR RELIGIOUS, CHARITABLE, SCIENTIFIC, OR EDUCATIONAL PURPOSES, AND, IN CONNECTION WITH THE CONTRIBUTIONS AND DONATIONS, ESTABLISH AND OPERATE CHARITABLE TRUSTS;

(j)  TO PURCHASE, TAKE, LEASE AS LESSEE, OR OTHERWISE ACQUIRE AND TO OWN, HOLD, AND USE, TO SELL, LEASE AS LESSOR, PLEDGE, GRANT A SECURITY INTEREST IN, CONVEY, OR OTHERWISE DISPOSE OF PERSONAL PROPERTY IN CONNECTION WITH THE EXERCISE OF A POWER GRANTED BY THIS ARTICLE;

(k)  TO ACT AS AGENT OF THE UNITED STATES OR OF AN INSTRUMENTALITY OR AGENCY OF THE UNITED STATES OR OF A STATE, FOR THE SALE OR ISSUE OF BONDS, NOTES, OR OTHER OBLIGATIONS OF THE UNITED STATES OR OF A STATE, AND TO ACT AS A FISCAL AGENT OF THE UNITED STATES, A STATE, OR AS A TREASURY TAX AND LOAN DEPOSITORY AND PERFORM ALL REASONABLE DUTIES IN THOSE CAPACITIES AS MAY BE PRESCRIBED OR REQUIRED BY REGULATION OF THE SECRETARY OF THE TREASURY OF THE UNITED STATES, OR OF THE TREASURER OF A STATE, AND TO TAKE OTHER ACTION AS MAY BE NECESSARY OR PROPER TO ENABLE THE SAVINGS BANK TO ACT UNDER THIS SUBSECTION (1);

(l)  TO BECOME A MEMBER OF THE FEDERAL RESERVE SYSTEM, TO HOLD SHARES OF STOCK IN A FEDERAL RESERVE BANK, TO TAKE ALL ACTIONS INCIDENT TO ITS MEMBERSHIP, AND TO EXERCISE ALL POWERS, NOT INCONSISTENT WITH THE PROVISIONS OF THIS ARTICLE, CONFERRED ON MEMBER BANKS BY THE FEDERAL RESERVE ACT;

(m)  TO BECOME AN INSURED BANK UNDER THE "FEDERAL DEPOSIT INSURANCE ACT", AND TO TAKE ACTIONS INCIDENT TO AN INSURED STATUS UNDER THAT ACT;

(n)  TO BECOME A MEMBER AND BUY AND HOLD STOCK OF THE FEDERAL HOME LOAN BANK AS DEFINED IN SECTION 2 OF THE FEDERAL "HOME LOAN BANK ACT", CHAPTER 522, 47 STAT. 725, 12 U.S.C. SEC. 1422, AND TO EXERCISE THOSE POWERS CONFERRED UPON A FEDERAL HOME LOAN BANK MEMBER BY THE FEDERAL HOME LOAN BANK THAT ARE CONSISTENT WITH THIS ARTICLE;

(o)  TO SELL MORTGAGE LOANS TO THE FEDERAL NATIONAL MORTGAGE ASSOCIATION, THE FEDERAL HOME LOAN MORTGAGE CORPORATION, AND THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION, OR SUCCESSORS OF THE ASSOCIATIONS, OR ANY OTHER SECONDARY MARKET LOAN PURCHASER AND, IN CONNECTION WITH THESE ASSOCIATIONS, TO MAKE PAYMENTS OF CAPITAL CONTRIBUTIONS, REQUIRED BY LAW, IN THE NATURE OF SUBSCRIPTIONS FOR STOCK OF AN ASSOCIATION OR SUCCESSOR OF THE ASSOCIATION, TO RECEIVE STOCK EVIDENCING THE CAPITAL CONTRIBUTIONS, AND TO HOLD OR DISPOSE OF THE STOCK;

(p)  TO CONDUCT ITS BUSINESS THROUGH SUBSIDIARIES, AT THE SAME LOCATION OR A LOCATION DIFFERENT FROM THE SAVINGS BANK. A SUBSIDIARY MAY ENGAGE IN ALL ACTIVITIES AND MAKE ALL INVESTMENTS PERMITTED FOR A SAVINGS BANK BY THIS ARTICLE OR BY RULE OF THE DIVISION; EXCEPT THAT A SUBSIDIARY MAY NOT ACCEPT DEPOSITS OR ENGAGE IN TRUST ACTIVITIES UNLESS SPECIFICALLY AUTHORIZED BY THE BOARD OR BY ANOTHER STATUTE OF THIS STATE. IN ADDITION, A SUBSIDIARY MAY ENGAGE IN ACTIVITIES SPECIFICALLY PERMITTED FOR SUBSIDIARIES BY RULE OF THE BOARD. EXCEPT UPON WRITTEN APPROVAL OF THE BOARD, A SAVINGS BANK SHALL NOT BE A GENERAL PARTNER IN A SUBSIDIARY.

(q)  TO ENGAGE IN ANY ASPECT OF THE INSURANCE AND SURETY BUSINESS AS AN AGENT, BROKER, SOLICITOR, OR INSURANCE COUNSELOR AS PROVIDED UNDER TITLE 10, C.R.S.;

(r)  TO GIVE ITS BOND IN A PROCEEDING IN ANY COURT IN WHICH IT IS A PARTY OR UPON AN APPEAL IN A PROCEEDING, AND TO PLEDGE ASSETS AS SECURITY FOR THE BOND;

(s)  NOTWITHSTANDING ANY PROVISION OF THIS ARTICLE, TO ACQUIRE AND HOLD PROPERTY, OR A SECURITY INTEREST IN PROPERTY, AS PROTECTION AGAINST LOSS ON AN EVIDENCE OF INDEBTEDNESS, ON AN AGREEMENT FOR THE PAYMENT OF MONEY, OR ON AN INVESTMENT SECURITY PREVIOUSLY ACQUIRED LAWFULLY AND IN GOOD FAITH, SUBJECT TO DISPOSITION OF PROPERTY WITHIN A PERIOD OF SIXTY MONTHS AFTER THE DATE OF ACQUISITION, OR A LONGER PERIOD AS THE BOARD MAY APPROVE;

(t)  TO SERVICE LOANS FOR OTHERS AND TO RECEIVE A FEE FOR THE SERVICE;

(u)  TO EXECUTE AND DELIVER GUARANTEES AS MAY BE INCIDENTAL OR USUAL IN CARRYING ON THE BUSINESS OF BANKING;

(v)  TO MAKE, SELL, PURCHASE, ARRANGE, PARTICIPATE IN, INVEST IN, OR OTHERWISE DEAL IN LOANS OR EXTENSIONS OF CREDIT FOR CONSUMER PURPOSES, THAT ARE UNSECURED OR SECURED BY LIENS OR INTERESTS IN PERSONAL PROPERTY OR REAL ESTATE;

(w)  TO MAKE, SELL, PURCHASE, ARRANGE, PARTICIPATE IN, INVEST IN, OR OTHERWISE DEAL IN LOANS OR EXTENSIONS OF CREDIT FOR AGRICULTURAL, BUSINESS, CORPORATE, OR COMMERCIAL PURPOSES, THAT ARE UNSECURED OR SECURED BY LIENS OR INTERESTS IN PERSONAL PROPERTY OR REAL ESTATE;

(x)  TO BORROW MONEY FROM ANY SOURCE, ASSIGN OR PLEDGE ANY OF ITS ASSETS OR PROPERTIES AS COLLATERAL SECURITY SUBJECT TO LIMITATIONS PROVIDED BY RULES OF THE BOARD, AND ISSUE ITS NOTES, BONDS, AND OTHER OBLIGATIONS;

(y)  TO MAKE DEPOSITS IN A BANK ORGANIZED SOLELY FOR THE PURPOSE OF PROVIDING BANKING SERVICES TO FINANCIAL INSTITUTIONS;

(z)  TO OWN AND OPERATE A MESSENGER SERVICE OR TO OWN OR INVEST IN AN ENTITY THAT OPERATES A MESSENGER SERVICE;

(aa)  TO CONDUCT BUSINESS USING ELECTRONIC INFORMATION PROCESSING, INCLUDING THE ELECTRONIC PROCESSING AND EXECUTION OF TRANSACTIONS BETWEEN A SAVINGS BANK AND ITS CUSTOMERS AND A SAVINGS BANK AND OTHER DEPOSITORY INSTITUTIONS;

(bb)  TO ESTABLISH AND OPERATE A LOAN PRODUCTION OFFICE OR LOAN PRODUCTION OFFICES WITHIN THIS STATE AND OUTSIDE THIS STATE AS PERMITTED BY SECTION 11­29­416;

(cc)  TO CONTRACT WITH A PERSON OR ENTITY TO ACT AS AN AGENT IN AN AGENCY OFFICE, AS PERMITTED BY SECTION 11­29­415 (6);

(dd)  TO ENTER INTO PRINCIPAL AND AGENT RELATIONSHIPS WITH AFFILIATED DEPOSITORY INSTITUTIONS. A SAVINGS BANK OR AN AFFILIATED DEPOSITORY INSTITUTION IN ITS CAPACITY AS AN AGENT UNDER THIS SUBSECTION (1) MAY DO ALL OF THE FOLLOWING:

(I)  RECEIVE DEPOSITS;

(II)  PERMIT WITHDRAWALS OF DEPOSITS;

(III)  RENEW TIME DEPOSITS;

(IV)  CLOSE LOANS;

(V)  SERVICE LOANS;

(VI)  RECEIVE LOAN PAYMENTS;

(VII)  ENGAGE IN ANY ACTIVITY SPECIFICALLY AUTHORIZED BY THIS ARTICLE OR BY RULE OF THE BOARD.

(ee)  TO SELL MONEY ORDERS, TRAVELER'S CHECKS, CASHIER'S CHECKS, AND SIMILAR INSTRUMENTS DRAWN BY IT ON ITS ACCOUNTS OR AS AGENT FOR ANY ORGANIZATION EMPOWERED TO SELL THE INSTRUMENTS THROUGH AGENTS WITHIN THIS STATE;

(ff)  TO GUARANTEE THE SIGNATURES OF CUSTOMERS AND OTHERS;

(gg)  TO OPERATE A SAFE AND COLLATERAL DEPOSIT COMPANY OR DEPARTMENT UNDER SECTION 11­29­424;

(hh)  TO ISSUE SECURITIES IN THE FORM OF BONDS, NOTES, DEBENTURES, AND OTHER EVIDENCE OF INDEBTEDNESS.

(2)  THE BOARD MAY PROMULGATE RULES PERMITTING SAVINGS BANKS TO EXERCISE POWERS NOT AUTHORIZED BY THIS ARTICLE. IT IS INTENDED THAT THIS SUBSECTION (2) SHALL VEST IN THE BOARD THE DISCRETION AND AUTHORITY TO AUTHORIZE SAVINGS BANKS TO EXERCISE ALL POWERS APPROPRIATE AND NECESSARY TO COMPETE WITH OTHER DEPOSITORY FINANCIAL INSTITUTIONS AND OTHER PROVIDERS OF FINANCIAL SERVICES. IN THE EXERCISE OF THE DISCRETION PERMITTED BY THIS SUBSECTION (2), THE BOARD SHALL CONSIDER THE ABILITY OF SAVINGS BANKS TO EXERCISE ANY ADDITIONAL POWER IN A SAFE AND SOUND MANNER, THE AUTHORITY OF STATE AND NATIONAL BANKS, ASSOCIATIONS, AND STATE AND FEDERAL CREDIT UNIONS, OPERATING UNDER STATE OR FEDERAL LAW OR REGULATION, THE POWERS OF OTHER COMPETING ENTITIES PROVIDING FINANCIAL SERVICES IN THIS STATE, AND ANY SPECIFIC LIMITATIONS ON POWERS CONTAINED IN THIS ARTICLE OR IN ANY OTHER STATE LAW. ON AT LEAST A QUARTERLY BASIS, THE BOARD SHALL GIVE NOTICE TO ALL SAVINGS BANKS OF RULES PROMULGATED UNDER THIS SUBSECTION (2).

11­29­402.  No liability for real property defects. A SAVINGS BANK THAT MAKES A LOAN THE PROCEEDS OF WHICH ARE USED OR MAY BE USED BY THE BORROWER TO FINANCE THE PURCHASE, DESIGN, MANUFACTURE, CONSTRUCTION, REPAIR, MODIFICATION, OR IMPROVEMENT OF REAL PROPERTY SHALL NOT BE LIABLE FOR ANY DEFECT IN THE REAL PROPERTY PURCHASED, DESIGNED, MANUFACTURED, CONSTRUCTED, REPAIRED, MODIFIED, OR IMPROVED OR FOR ANY LOSS OR DAMAGE RESULTING FROM THE FAILURE OF THE BORROWER OR ANY AGENT OR OTHER PERSON EMPLOYED BY THE BORROWER TO USE DUE CARE IN THE EXAMINATION, DESIGN, MANUFACTURE, CONSTRUCTION, REPAIR, MODIFICATION, OR IMPROVEMENT OF THE REAL PROPERTY.

11­29­403.  Capital for banks owned by racial minorities. EXCEPT AS OTHERWISE PROVIDED BY THIS ARTICLE, WITH THE APPROVAL OF THE BOARD, A SAVINGS BANK MAY PURCHASE THE SHARES OF STOCK OF ANY CORPORATION WHOSE PRIMARY PURPOSE IS TO PROVIDE CAPITAL TO BANKS LARGELY OWNED OR CONTROLLED BY INDIVIDUALS CLASSIFIED AS RACIAL MINORITIES. ALL SUCH INVESTMENTS IN THE AGGREGATE SHALL NOT EXCEED AN AMOUNT EQUAL TO TWO PERCENT OF THE CAPITAL AND SURPLUS OF THE SAVINGS BANK.

11­29­404.  Venture capital investments. (1)  EXCEPT AS OTHERWISE PROVIDED BY THIS ARTICLE AND IN ITS ARTICLES OF INCORPORATION, A SAVINGS BANK MAY MAKE VENTURE CAPITAL INVESTMENTS, OR MAY INVEST IN EQUITY SECURITIES OF A PROFESSIONAL INVESTOR A MAJORITY OF WHOSE ASSETS CONSIST OF VENTURE CAPITAL INVESTMENTS.

(2)  IF A SAVINGS BANK MAKES A VENTURE CAPITAL INVESTMENT UNDER SUBSECTION (1) OF THIS SECTION, AN OFFICER OR DIRECTOR OF THE SAVINGS BANK SHALL NOT HOLD AN EQUITY POSITION IN THE FINANCED COMPANY, AND THE SAVINGS BANK SHALL NOT INVEST MORE THAN FIFTY PERCENT OF THE COMPANY.

(3)  A SAVINGS BANK'S INVESTMENT UNDER SUBSECTION (1) OF THIS SECTION IN ANY ONE ENTITY SHALL NOT EXCEED AN AMOUNT EQUAL TO FIVE PERCENT OF THE CAPITAL AND SURPLUS OF THE SAVINGS BANK, AND ALL INVESTMENTS UNDER SUBSECTION (1) OF THIS SECTION SHALL NOT EXCEED AN AMOUNT EQUAL TO TEN PERCENT OF THE CAPITAL AND SURPLUS OF THE SAVINGS BANK.

(4)  THIS SECTION DOES NOT LIMIT THE AUTHORITY OF A SAVINGS BANK TO EXERCISE LENDING OR INVESTMENT POWERS THAT ARE OTHERWISE AUTHORIZED BY LAW.

(5)  AS USED IN THIS SECTION:

(a)  "PROFESSIONAL INVESTOR" MEANS AN INVESTMENT COMPANY REGISTERED UNDER THE FEDERAL "INVESTMENT COMPANY ACT OF 1940", TITLE I OF CHAPTER 686, 54 STAT. 789, 15 U.S.C. 80a­1 TO 80a­64, A PENSION OR PROFIT SHARING TRUST OR OTHER INSTITUTIONAL BUYER, OR A PERSON, PARTNERSHIP, OR OTHER ENTITY A MAJORITY OF WHOSE RESOURCES ARE DEDICATED TO INVESTING IN EQUITY OR DEBT SECURITIES AND WHOSE NET WORTH EXCEEDS FIVE HUNDRED THOUSAND DOLLARS PRIOR TO THE SAVINGS BANK'S INVESTMENT.

(b)  "VENTURE CAPITAL" MEANS EQUITY FINANCING THAT IS PROVIDED FOR STARTING UP OR EXPANDING A COMPANY, OR RELATED PURPOSES SUCH AS FINANCING FOR SEED CAPITAL, RESEARCH AND DEVELOPMENT, INTRODUCTION OF A PRODUCT OR PROCESS INTO THE MARKETPLACE, OR SIMILAR NEEDS REQUIRING RISK CAPITAL. A VENTURE CAPITAL INVESTMENT SHALL NOT INCLUDE THE PURCHASE OF A SHARE OF STOCK IN A COMPANY IF, ON THE DATE ON WHICH THE SHARE OF STOCK IS PURCHASED, THE COMPANY HAS SECURITIES OUTSTANDING THAT ARE REGISTERED ON A NATIONAL SECURITIES EXCHANGE UNDER SECTION 12(b) OF TITLE I OF THE FEDERAL "SECURITIES EXCHANGE ACT OF 1934", CHAPTER 404, 48 STAT. 892, 15 U.S.C. SEC. 78(1), THAT ARE REGISTERED OR REQUIRED TO BE REGISTERED UNDER SECTION 12(g) OF THAT ACT, OR THAT WOULD BE REQUIRED TO BE SO REGISTERED EXCEPT FOR THE EXEMPTIONS IN SECTION 12(g)(2) OF THAT ACT.

11­29­405.  Purchase of investment securities ­ definitions. (1)  AS USED IN THIS SECTION:

(a)  "INVESTMENT SECURITY" MEANS A MARKETABLE OBLIGATION IN THE FORM OF A BOND, NOTE, OR DEBENTURE, COMMONLY REGARDED AS AN INVESTMENT SECURITY AND THAT IS SALABLE UNDER ORDINARY CIRCUMSTANCES WITH REASONABLE PROMPTNESS AT A FAIR VALUE.

(b)  "SECRETARY" MEANS THE SECRETARY OF THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT.

(2)  A SAVINGS BANK MAY PURCHASE INVESTMENT SECURITIES FOR ITS OWN ACCOUNT WHEN IN ITS PRUDENT BANKING JUDGMENT, WHICH MAY BE BASED IN PART UPON ESTIMATES THAT IT BELIEVES TO BE RELIABLE, IT DETERMINES THAT THERE IS ADEQUATE EVIDENCE THAT THE OBLIGOR WILL BE ABLE TO PERFORM ALL IT UNDERTAKES TO PERFORM IN CONNECTION WITH THE SECURITIES, INCLUDING ALL DEBT SERVICE REQUIREMENTS, AND THAT THE SECURITIES MAY BE SOLD WITH REASONABLE PROMPTNESS AT A PRICE THAT CORRESPONDS TO THEIR FAIR VALUE. THE PURCHASE OF INVESTMENT SECURITIES IN WHICH THE INVESTMENT CHARACTERISTICS ARE CONSIDERED DISTINCTLY OR PREDOMINANTLY SPECULATIVE, OR THE PURCHASE OF INVESTMENT SECURITIES THAT ARE IN DEFAULT, WHETHER AS TO PRINCIPAL OR INTEREST, IS PROHIBITED.

(3)  A SAVINGS BANK MAY PURCHASE WITHOUT LIMIT ONE OR MORE OF THE FOLLOWING:

(a)  OBLIGATIONS OF THE UNITED STATES, OR OBLIGATIONS THAT ARE GUARANTEED FULLY AS TO PRINCIPAL AND INTEREST BY THE UNITED STATES, OR ANY GENERAL OBLIGATIONS OF ANY STATE OR OF ANY POLITICAL SUBDIVISION OF A STATE;

(b)  OBLIGATIONS ISSUED UNDER AUTHORITY OF THE FEDERAL "FARM CREDIT ACT OF 1971", PUBLIC LAW 92­181, 85 STAT. 583;

(c)  OBLIGATIONS ISSUED BY BANKS FOR COOPERATIVES;

(d)  OBLIGATIONS ISSUED BY THE FEDERAL HOME LOAN BANKS;

(e)  OBLIGATIONS INSURED BY THE SECRETARY UNDER TITLE XI OF THE FEDERAL "NATIONAL HOUSING ACT", CHAPTER 847, 80 STAT. 1274, 12 U.S.C. SECS. 1749aaa TO 1749aaa­5;

(f)  OBLIGATIONS INSURED BY THE SECRETARY UNDER SECTION 207 OF TITLE II OF THE FEDERAL "NATIONAL HOUSING ACT", CHAPTER 847, 48 STAT. 1252, 12 U.S.C. SEC. 1713, IF THE DEBENTURES TO BE ISSUED IN PAYMENT OF THE INSURED OBLIGATIONS ARE GUARANTEED AS TO PRINCIPAL AND INTEREST BY THE UNITED STATES;

(g)  OBLIGATIONS, PARTICIPATIONS, OR OTHER INSTRUMENTS OF OR ISSUED BY THE FEDERAL NATIONAL MORTGAGE ASSOCIATION OR THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION;

(h)  MORTGAGES, OBLIGATIONS, OR OTHER SECURITIES THAT ARE OR EVER HAVE BEEN SOLD BY THE FEDERAL HOME LOAN MORTGAGE CORPORATION PURSUANT TO SECTION 305 OR 306 OF THE FEDERAL "HOME LOAN MORTGAGE ACT", TITLE III OF THE FEDERAL "EMERGENCY HOME FINANCE ACT OF 1970", PUBLIC LAW 91­351, 12 U.S.C. SECS. 1454 AND 1455;

(i)  OBLIGATIONS OF A PUBLIC HOUSING AGENCY, AS DEFINED IN THE FEDERAL "UNITED STATES HOUSING ACT OF 1937", CHAPTER 896, 88 STAT. 653, SECURED BY ANY OF THE FOLLOWING:

(I)  AN AGREEMENT BETWEEN THE PUBLIC HOUSING AGENCY AND THE SECRETARY IN WHICH THE PUBLIC HOUSING AGENCY AGREES TO BORROW FROM THE SECRETARY, AND THE SECRETARY AGREES TO LEND TO THE PUBLIC HOUSING AGENCY, BEFORE THE MATURITY OF THE OBLIGATIONS, MONEY IN AN AMOUNT THAT TOGETHER WITH ANY OTHER MONEY IRREVOCABLY COMMITTED TO THE PAYMENT OF INTEREST ON SUCH OBLIGATIONS WILL SUFFICE TO PAY THE PRINCIPAL OF THE OBLIGATIONS WITH INTEREST TO MATURITY ON THE OBLIGATIONS WHICH MONEY UNDER THE TERMS OF THE AGREEMENT IS REQUIRED TO BE USED FOR THE PURPOSE OF PAYING THE PRINCIPAL OF AND THE INTEREST ON THE OBLIGATIONS AT THEIR MATURITY;

(II)  A PLEDGE OF ANNUAL CONTRIBUTIONS UNDER AN ANNUAL CONTRIBUTIONS CONTRACT BETWEEN THE PUBLIC HOUSING AGENCY AND THE SECRETARY IF THE CONTRACT CONTAINS THE COVENANT BY THE SECRETARY THAT IS AUTHORIZED BY SECTION 6(g) OF TITLE I OF THE FEDERAL "UNITED STATES HOUSING ACT OF 1937", CHAPTER 896, 88 STAT. 659, 42 U.S.C. SEC. 1437d, AND IF THE MAXIMUM SUM AND THE MAXIMUM PERIOD SPECIFIED IN THE CONTRACT UNDER SECTION 6(g) OF THE FEDERAL "UNITED STATES HOUSING ACT OF 1937" IS NOT LESS THAN THE ANNUAL AMOUNT AND THE PERIOD FOR PAYMENT THAT ARE REQUISITE TO PROVIDE FOR THE PAYMENT WHEN DUE OF ALL INSTALLMENTS OF PRINCIPAL AND INTEREST ON SUCH OBLIGATIONS;

(III)  A PLEDGE OF BOTH ANNUAL CONTRIBUTIONS UNDER AN ANNUAL CONTRIBUTIONS CONTRACT CONTAINING THE COVENANT BY THE SECRETARY THAT IS AUTHORIZED BY SECTION 6(g) OF THE FEDERAL "UNITED STATES HOUSING ACT OF 1937" AND A LOAN UNDER AN AGREEMENT BETWEEN THE LOCAL PUBLIC HOUSING AGENCY AND THE SECRETARY IN WHICH THE PUBLIC HOUSING AGENCY AGREES TO BORROW FROM THE SECRETARY AND THE SECRETARY AGREES TO LEND TO THE PUBLIC HOUSING AGENCY, PRIOR TO THE MATURITY OF THE OBLIGATIONS INVOLVED, MONEY IN AN AMOUNT WHICH, TOGETHER WITH ANY OTHER MONEY IRREVOCABLY COMMITTED UNDER THE ANNUAL CONTRIBUTIONS CONTRACT TO THE PAYMENT OF PRINCIPAL AND INTEREST ON THE OBLIGATIONS, WILL SUFFICE TO PROVIDE FOR THE PAYMENT WHEN DUE OF ALL INSTALLMENTS OF PRINCIPAL AND INTEREST ON THE OBLIGATIONS, WHICH MONEY UNDER THE TERMS OF THE AGREEMENT IS REQUIRED TO BE USED FOR THE PURPOSE OF PAYING THE PRINCIPAL AND INTEREST ON THE OBLIGATIONS AT THEIR MATURITY.

(j)  OBLIGATIONS OF A LOCAL PUBLIC AGENCY, AS DEFINED IN FORMER SECTION 110(h) OF PART A OF TITLE I OF THE FEDERAL "HOUSING ACT OF 1949", SECURED BY AN AGREEMENT BETWEEN THE LOCAL PUBLIC AGENCY AND THE SECRETARY IN WHICH THE LOCAL PUBLIC AGENCY AGREES TO BORROW FROM THE SECRETARY AND THE SECRETARY AGREES TO LEND TO THE LOCAL PUBLIC AGENCY, MONEY IN AN AGGREGATE AMOUNT WHICH, TOGETHER WITH ANY OTHER MONEY IRREVOCABLY COMMITTED TO THE PAYMENT OF INTEREST ON THE OBLIGATIONS, WILL SUFFICE TO PAY, WHEN DUE, THE INTEREST ON ALL INSTALLMENTS, INCLUDING THE FINAL INSTALLMENT, OF THE PRINCIPAL OF THE OBLIGATIONS, WHICH MONEY UNDER THE TERMS OF THE AGREEMENT IS REQUIRED TO BE USED FOR THE PAYMENTS.

(k)  ANY OTHER INVESTMENT SECURITY AUTHORIZED BY ORDER OR DECLARATORY RULING OF THE BOARD.

(4)  THE TOTAL AMOUNT OF INVESTMENT SECURITIES OF ANY ONE OBLIGOR OR MAKER, HELD BY A SAVINGS BANK FOR ITS OWN ACCOUNT UNDER THIS SUBSECTION (4), SHALL NOT EXCEED AT ANY TIME TWENTY PERCENT OF ITS CAPITAL, SURPLUS, AND SUBORDINATED NOTES AND DEBENTURES. THIS LIMITATION SHALL NOT REQUIRE A SAVINGS BANK TO DISPOSE OF ANY SECURITIES LAWFULLY HELD BY IT ON THE EFFECTIVE DATE OF THIS ARTICLE. THE STATUTORY LIMITATION ON THE AMOUNT OF INVESTMENT SECURITIES OF ANY ONE OBLIGOR OR MAKER THAT MAY BE HELD BY A SAVINGS BANK SHALL BE DETERMINED ON THE BASIS OF THE PAR OR FACE VALUE OF THE SECURITIES. FOR PURPOSES OF THIS SECTION, CAPITAL NOTES OR DEBENTURES SHALL NOT INCLUDE CAPITAL NOTES OR DEBENTURES ISSUED TO OR HELD BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

(5)  A SAVINGS BANK SHALL MAINTAIN IN ITS CREDIT FILES INFORMATION ADEQUATE TO DEMONSTRATE THAT IT HAS EXERCISED PRUDENCE IN MAKING THE DETERMINATIONS AND CARRYING OUT THE TRANSACTIONS DESCRIBED IN SUBSECTION (2) OF THIS SECTION.

(6)  IF A SAVINGS BANK PURCHASES INVESTMENT SECURITIES CONVERTIBLE INTO STOCK OR WITH STOCK PURCHASE WARRANTS ATTACHED, ENTRIES SHALL BE MADE BY THE SAVINGS BANK AT THE TIME OF PURCHASE TO WRITE DOWN THE COST OF THE SECURITIES TO AN AMOUNT THAT REPRESENTS THE INVESTMENT VALUE OF THE SECURITIES CONSIDERED INDEPENDENTLY OF THE CONVERSION FEATURE OR ATTACHED STOCK PURCHASE WARRANTS. A SAVINGS BANK SHALL NOT PURCHASE INVESTMENT SECURITIES THAT ARE CONVERTIBLE INTO STOCK AT THE OPTION OF THE ISSUER.

(7)  SUBJECT TO THE EXERCISE OF PRUDENT BANKING JUDGMENT, A SAVINGS BANK MAY ENGAGE IN THE UNDERWRITING OF ANY OF THE FOLLOWING INVESTMENT SECURITIES:

(a)  OBLIGATIONS OF THE UNITED STATES;

(b)  GENERAL OBLIGATIONS OF ANY STATE OF THE UNITED STATES OR A POLITICAL SUBDIVISION OF THE UNITED STATES;

(c)  OBLIGATIONS OF THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT;

(d)  OBLIGATIONS OF THE INTER­AMERICAN DEVELOPMENT BANK;

(e)  OBLIGATIONS OF THE ASIAN DEVELOPMENT BANK;

(f)  OBLIGATIONS OF THE TENNESSEE VALLEY AUTHORITY;

(g)  OBLIGATIONS ISSUED BY ANY STATE OR POLITICAL SUBDIVISION OR AGENCY OF A STATE OR POLITICAL SUBDIVISION FOR HOUSING, UNIVERSITY, OR DORMITORY PURPOSES;

(h)  OBLIGATIONS OF THE AFRICAN DEVELOPMENT BANK;

(i)  OBLIGATIONS OF THE INTERNATIONAL FINANCE CORPORATION;

(j)  OTHER OBLIGATIONS LISTED IN SUBSECTION (3) OF THIS SECTION;

(k)  OTHER OBLIGATIONS AUTHORIZED BY RULE OF THE BOARD.

(8)  FOR THE PURPOSES OF UNDERWRITING UNDER SUBSECTION (7) OF THIS SECTION, PRUDENCE SHALL REQUIRE A CONSIDERATION OF THE RESOURCES AND OBLIGATIONS OF THE OBLIGOR AND A DETERMINATION THAT THE OBLIGOR POSSESSES RESOURCES SUFFICIENT TO PROVIDE FOR ALL REQUIRED PAYMENTS IN CONNECTION WITH THE OBLIGATION.

(9)  FOR THE PURPOSES OF UNDERWRITING UNDER SUBSECTION (7) OF THIS SECTION, A SAVINGS BANK SHALL NOT UNDERWRITE ANY INVESTMENT SECURITIES OF A FOREIGN COUNTRY THAT HAS BEEN IDENTIFIED BY THE UNITED STATES STATE DEPARTMENT AS ENGAGING IN OR SPONSORING TERRORISM.

(10)  THE RESTRICTIONS AND LIMITATIONS OF THIS SECTION DO NOT APPLY TO SECURITIES ACQUIRED THROUGH FORECLOSURE ON COLLATERAL, OR ACQUIRED IN GOOD FAITH BY WAY OF COMPROMISE OF A DOUBTFUL CLAIM OR TO AVOID A LOSS IN CONNECTION WITH A DEBT PREVIOUSLY CONTRACTED. THIS SECTION DOES NOT LIMIT THE INVESTMENT AUTHORITY OF A SAVINGS BANK GRANTED BY ANY OTHER SECTION OF THIS ARTICLE.

(11)  A SAVINGS BANK MAY INVEST IN OTHER ASSETS AUTHORIZED BY RULE OF THE BOARD.

11­29­406.  Investments in real estate for development. A SAVINGS BANK MAY INVEST NOT MORE THAN TEN PERCENT OF ITS TOTAL ASSETS IN THE ACQUISITION AND DEVELOPMENT OF REAL ESTATE FOR SALE, OR FOR THE IMPROVEMENT OF REAL ESTATE BY CONSTRUCTION OR REHABILITATION OF RESIDENTIAL OR COMMERCIAL UNITS FOR SALE OR RENTAL PURPOSES. FOR PURPOSES OF THIS SECTION, A SAVINGS BANK MAY PURCHASE, TAKE, LEASE AS LESSEE, OR OTHERWISE ACQUIRE AND OWN, HOLD, USE, SELL, LEASE AS LESSOR, PLEDGE, GRANT A SECURITY INTEREST IN, CONVEY, OR OTHERWISE DISPOSE OF REAL ESTATE. THE INVESTMENT BY A SAVINGS BANK MAY BE DIRECT OR INDIRECT AS A STOCKHOLDER IN A CORPORATION, MEMBER OF A LIMITED LIABILITY COMPANY, OR LIMITED PARTNER IN A PARTNERSHIP OR LIMITED LIABILITY PARTNERSHIP.

11­29­407.  Permissible savings bank services. (1)  A SAVINGS BANK MAY PERFORM ONE OR MORE OF THE FOLLOWING SERVICES, AND ANY OTHER SERVICES PERMITTED BY RULE OF THE BOARD:

(a)  PROVIDE LIFE, HEALTH, AND CASUALTY INSURANCE FOR OFFICERS AND EMPLOYEES OF FINANCIAL INSTITUTIONS AND OPERATE BONUS PLANS AND RETIREMENT BENEFIT PLANS FOR THOSE OFFICERS AND EMPLOYEES;

(b)  SERVICE MORTGAGES AND LAND CONTRACTS;

(c)  ORIGINATE AND SERVICE MORTGAGE LOANS, MORTGAGES, AND LAND CONTRACTS, ON BEHALF OF FINANCIAL INSTITUTIONS, CORPORATIONS, AND STATE OR FEDERAL AGENCIES OR INSTRUMENTALITIES;

(d)  ACT AS ESCROW AGENT OR DEPOSITORY FOR OTHER ESCROW AGENTS OR FIDUCIARIES;

(e)  CREDIT ANALYSIS, APPRAISING, CONSTRUCTION LOAN INSPECTION, AND ABSTRACTING;

(f)  RESEARCH, STUDIES, AND SURVEYS;

(g)  DEVELOP AND OPERATE STORAGE FACILITIES FOR MICROFILM OR OTHER DUPLICATE RECORDS;

(h)  ADVERTISING, BROKERAGE, AND OTHER SERVICES TO PROCURE AND RETAIN BOTH DEPOSITS AND LOANS, BUT NOT POOLING DEPOSITS OR SOLICITING OR PROMOTING POOLED DEPOSITS;

(i)  LIQUIDITY MANAGEMENT, INVESTMENT, ADVISORY, AND CONSULTING SERVICES;

(j)  ESTABLISH, OWN, LEASE, OPERATE, OR MAINTAIN ELECTRONIC FUNDS TRANSFER TERMINALS;

(k)  PURCHASE OFFICE SUPPLIES, FURNITURE, AND EQUIPMENT;

(l)  PREPARE LOCAL, STATE, AND FEDERAL TAX RETURNS FOR INDIVIDUALS OR ORGANIZATIONS THAT ARE NOT CORPORATIONS OPERATED FOR PROFIT;

(m)  DATA PROCESSING SERVICES;

(n)  SUBJECT TO APPLICABLE STATE OR FEDERAL LAW, PROVIDE BROKERAGE SERVICES FOR THE OFFER, SALE, OR PURCHASE OF A SECURITY OR COMMODITY CONTRACT.

11­29­408.  Investments in service entities. (1)  UPON THIRTY DAYS' NOTICE TO THE BOARD, A SAVINGS BANK MAY INVEST IN SERVICE ENTITIES THAT ENGAGE IN ACTIVITIES DESCRIBED IN SUBSECTIONS (4) AND (5) OF THIS SECTION. THE MAXIMUM AGGREGATE INVESTMENT BY A SAVINGS BANK IN SERVICE ENTITIES SHALL BE THE LESSER OF FIVE PERCENT OF THE SAVINGS BANK'S TOTAL ASSETS OR SEVENTY­FIVE PERCENT OF ITS CAPITAL AND SURPLUS, IF IT IS A STOCK SAVINGS BANK, OR THE LESSER OF FIVE PERCENT OF THE SAVINGS BANK'S TOTAL ASSETS OR SEVENTY­FIVE PERCENT OF ITS TOTAL CAPITAL, IF IT IS A MUTUAL SAVINGS BANK.

(2)  EXCEPT UPON WRITTEN APPROVAL OF THE BOARD, A SAVINGS BANK SHALL NOT INVEST AS A GENERAL PARTNER IN A SERVICE ENTITY. FOR PURPOSES OF THIS SECTION, INVESTMENT IN A SERVICE ENTITY SHALL INCLUDE LOANS BY A SAVINGS BANK OR ITS SUBSIDIARY TO A SERVICE ENTITY.

(3)  SUBJECT TO THE INVESTMENT LIMIT IN SUBSECTION (1) OF THIS SECTION, A SAVINGS BANK OR ITS SUBSIDIARY THAT HAS MADE AN INITIAL INVESTMENT IN A SERVICE ENTITY MAY MAKE ADDITIONAL INVESTMENTS IN THAT SERVICE ENTITY WITHOUT NOTICE TO THE BOARD.

(4)  A SERVICE ENTITY THAT DIRECTLY, OR THROUGH ITS WHOLLY OWNED SUBSIDIARY, ENGAGES IN ANY OF THE FOLLOWING ACTIVITIES OR INVESTMENTS IS A SERVICE ENTITY IN WHICH A SAVINGS BANK MAY INVEST:

(a)  SERVICES PRIMARILY FOR FINANCIAL INSTITUTIONS THAT INCLUDE ANY OF THE FOLLOWING:

(I)  CREDIT ANALYSIS, APPRAISING, CONSTRUCTION LOAN INSPECTION, AND ABSTRACTING;

(II)  DEVELOPING AND ADMINISTERING PERSONNEL BENEFIT PROGRAMS, INCLUDING LIFE INSURANCE, HEALTH INSURANCE, AND PENSION OR RETIREMENT PLANS;

(III)  RESEARCH, STUDIES, AND SURVEYS;

(IV)  DEVELOPING AND OPERATING STORAGE FACILITIES FOR MICROFILM OR OTHER DUPLICATE RECORDS;

(V)  ADVERTISING, BROKERAGE, AND OTHER SERVICES TO PROCURE AND RETAIN BOTH SAVINGS ACCOUNTS AND LOANS, BUT NOT POOLING SAVINGS ACCOUNTS OR SOLICITING OR PROMOTING POOLED SAVINGS ACCOUNTS;

(VI)  SERVING AS ESCROW AGENT, INCLUDING EXECUTING AND DELIVERING CONVEYANCES, RECONVEYANCES, AND TRANSFERS OF TITLE;

(VII)  PROVIDING LIQUIDITY MANAGEMENT, INVESTMENT, ADVISORY, AND CONSULTING SERVICES;

(VIII)  PROVIDING CLERICAL, ACCOUNTING, AND INTERNAL AUDITING SERVICES;

(IX)  ESTABLISHING, OWNING, LEASING, OPERATING, OR MAINTAINING REMOTE SERVICE UNITS;

(X)  PURCHASING OFFICE SUPPLIES, FURNITURE, AND EQUIPMENT;

(b)  REAL ESTATE SERVICES THAT INCLUDE ANY OF THE FOLLOWING:

(I)  MAINTAINING AND MANAGING REAL ESTATE, INCLUDING REAL ESTATE USED FOR AGRICULTURAL PURPOSES;

(II)  MANAGING OWNERS' ASSOCIATIONS FOR CONDOMINIUM, COOPERATIVE, PLANNED UNIT DEVELOPMENT, OR OTHER RENTAL REAL ESTATE PROJECTS;

(III)  PROVIDING HOME OWNERSHIP AND FINANCIAL COUNSELING;

(IV)  PROVIDING RELOCATION SERVICES;

(V)  PROVIDING REAL ESTATE BROKERAGE SERVICES FOR PROPERTY OWNED BY A PERSON THAT OWNS AN INTEREST IN THE SERVICE ENTITY, THE SERVICE ENTITY OR ITS WHOLLY OWNED SUBSIDIARY, OR A JOINT VENTURE IN WHICH THE SERVICE ENTITY OR ITS WHOLLY OWNED SUBSIDIARY PARTICIPATES;

(VI)  ACQUIRING REAL ESTATE FOR DEVELOPMENT OR SUBDIVISION, FOR CONSTRUCTION OF IMPROVEMENTS, FOR RESALE OR LEASING TO OTHERS FOR CONSTRUCTION, OR FOR USE AS MANUFACTURED HOME SITES;

(VII)  ACQUIRING IMPROVED REAL ESTATE OR MANUFACTURED HOMES TO BE HELD FOR RENTAL OR RESALE, OR FOR REMODELING, RENOVATING, OR DEMOLISHING AND REBUILDING FOR SALE OR RENTAL;

(VIII)  ACQUIRING, MAINTAINING, AND MANAGING REAL ESTATE, IMPROVED OR UNIMPROVED, TO BE USED FOR OFFICES AND RELATED FACILITIES OF A SAVINGS BANK, SUBSIDIARY, OR SERVICE ENTITY, OR OF A PERSON THAT OWNS AN INTEREST IN THE SAVINGS BANK, SUBSIDIARY, OR SERVICE ENTITY, OR FOR OFFICES AND RELATED FACILITIES AND FOR RENTAL OR SALE, IF THE ACQUISITION, MAINTENANCE, AND MANAGEMENT IS PERFORMED UNDER A PRUDENT PROGRAM OF PROPERTY ACQUISITION TO MEET EITHER THE PRESENT NEEDS OR REASONABLE FUTURE NEEDS FOR OFFICE AND RELATED FACILITIES OF THE SAVINGS BANK, SUBSIDIARY, OR SERVICE ENTITY, OR OF THE PERSON THAT OWNS AN INTEREST IN THE SAVINGS BANK, SUBSIDIARY, OR SERVICE ENTITY;

(c)  SECURITIES BROKERAGE AND INVESTMENT ADVISORY SERVICES THAT INCLUDE EXECUTION OF SECURITIES TRANSACTIONS ON AN AGENCY OR RISKLESS PRINCIPAL BASIS, AND THE PROVISION OF STANDARDIZED AND INDIVIDUALIZED INVESTMENT ADVICE TO INDIVIDUALS OR ENTITIES;

(d)  OTHER INVESTMENTS THAT INCLUDE ANY OF THE FOLLOWING:

(I)  INVESTING IN ADJUSTABLE RATE PREFERRED STOCK AND MONEY MARKET PREFERRED STOCK;

(II)  INVESTING IN AN ENTITY THAT PROVIDES INSURANCE IN CONNECTION WITH LOANS, AND INVESTING IN AN ENTITY THAT REINSURES A PROVIDER OF THE INSURANCE;

(III)  MAKING VOTING AND NONVOTING INVESTMENTS IN CORPORATIONS AND IN PARTNERSHIPS, WHETHER AS A GENERAL OR LIMITED PARTNER, LIMITED LIABILITY COMPANIES, AND LIMITED LIABILITY PARTNERSHIPS IF SUCH OTHER CORPORATION OR PARTNERSHIP OR LIMITED LIABILITY COMPANY ENGAGES ONLY IN ACTIVITIES PERMISSIBLE FOR A SAVINGS BANK OR A SERVICE ENTITY;

(e)  OTHER SERVICES THAT INCLUDE ANY OF THE FOLLOWING:

(I)  PREPARING STATE AND FEDERAL TAX RETURNS FOR INDIVIDUALS OR ORGANIZATIONS THAT ARE NOT CORPORATIONS OPERATED FOR PROFIT;

(II)  ACTING AS AN INSURANCE BROKER OR AGENT;

(III)  PROVIDING DATA PROCESSING SERVICES;

(f)  OFFERING CREDIT CARD PROGRAMS, DEBIT CARD PROGRAMS, AND SIMILAR ARRANGEMENTS;

(g)  OFFERING MUTUAL FUND INVESTMENT PRODUCTS.

(5)  A SAVINGS BANK MAY ALSO INVEST IN SERVICE ENTITIES THAT ENGAGE DIRECTLY OR THROUGH A WHOLLY OWNED SUBSIDIARY IN ACTIVITIES DETERMINED BY RULE OF THE BOARD TO BE INCIDENTAL TO THE CONDUCT OF THE BUSINESS OF A FINANCIAL SERVICES PROVIDER, ACTIVITIES THAT FURTHER OR FACILITATE THE PURPOSES OF A FINANCIAL SERVICES PROVIDER, OR THAT PROVIDE SERVICES TO A FINANCIAL SERVICES PROVIDER. THE BOARD SHALL CONSIDER THE ABILITY OF SERVICE ENTITIES TO EXERCISE ANY ADDITIONAL POWER IN A SAFE AND SOUND MANNER. THE BOARD SHALL ALSO CONSIDER THE ABILITY OF SERVICE ENTITIES TO COMPETE WITH, OR OFFER THE SAME OR SIMILAR SERVICES AS OFFERED BY, SERVICE CORPORATIONS OR SERVICE ORGANIZATIONS OF OTHER PROVIDERS OF FINANCIAL SERVICES. THE BOARD SHALL GIVE NOTICE TO ALL SAVINGS BANKS OF RULES PROMULGATED PURSUANT TO THIS SUBSECTION (5).

11­29­409.  Powers granted not limitation on other powers. THE POWERS GRANTED IN SECTIONS 11­29­401 AND 11­29­403 SHALL NOT BE CONSTRUED AS LIMITING ANY GRANT OF AUTHORITY MADE ELSEWHERE BY THIS ARTICLE EXCEPT AS PROVIDED IN SECTION 11­29­401. EXCEPT AS OTHERWISE PROVIDED IN THIS ARTICLE OR IN THE ARTICLES OF INCORPORATION OR IN THE BYLAWS, SUCH POWERS SHALL BE EXERCISED BY THE BOARD OF DIRECTORS OF THE SAVINGS BANK.

11­29­410.  Change in location of main office of savings bank. UPON WRITTEN NOTICE TO THE BOARD, A SAVINGS BANK MAY CHANGE THE LOCATION OF ITS MAIN OFFICE TO ANY EXISTING BRANCH LOCATION OF THE SAVINGS BANK WITHIN THE LIMITS OF THE CITY OR TOWN IN WHICH THE SAVINGS BANK IS LOCATED. WITH THE PRIOR WRITTEN APPROVAL OF THE BOARD, A SAVINGS BANK MAY CHANGE THE LOCATION OF ITS PRINCIPAL OFFICE TO ANY OTHER LOCATION WITHIN THIS STATE.

11­29­411.  Limitations on powers. (1)  A SAVINGS BANK SHALL NOT ENGAGE IN ANY TRANSACTION WITH RESPECT TO SHARES OF THE CAPITAL STOCK OF ANY CORPORATION UNLESS SPECIFICALLY AUTHORIZED BY THIS ARTICLE OR BY THE BOARD UNDER SECTION 11­29­401 OR 11­29­408.

(2)  A SAVINGS BANK MAY PURCHASE AND SELL SECURITIES AND STOCK UPON THE ORDER OF AND FOR THE ACCOUNT OF A CUSTOMER WITHOUT RECOURSE.

(3)  A SAVINGS BANK SHALL NOT MAKE ANY LOAN OR DISCOUNT ON THE SECURITY OF THE SHARES OF ITS OWN CAPITAL STOCK, UNLESS THE SECURITY IS NECESSARY TO PREVENT LOSS UPON A DEBT PREVIOUSLY CONTRACTED IN GOOD FAITH.

(4)  A SAVINGS BANK MAY PURCHASE OR HOLD SHARES OF ITS OWN STOCK IF ALL OF THE FOLLOWING APPLY:

(a)  THE SAVINGS BANK IS HOLDING SHARES PREVIOUSLY PURCHASED UNTIL DISPOSED OF IN COMPLIANCE WITH AN EXISTING STOCK OPTION PLAN;

(b)  THE PURCHASE OR HOLDING OF THE SHARES IS NECESSARY TO PREVENT LOSS UPON A DEBT PREVIOUSLY CONTRACTED IN GOOD FAITH;

(c)  THE BOARD GIVES WRITTEN APPROVAL TO THE SAVINGS BANK TO PURCHASE OR HOLD SHARES FOR ITS OWN ACCOUNT.

11­29­412.  Special additional powers of savings banks. (1)  A SAVINGS BANK POSSESSING A CAPITAL AND SURPLUS OF ONE MILLION DOLLARS OR MORE MAY FILE APPLICATION WITH THE COMMISSIONER FOR PERMISSION TO EXERCISE, UPON CONDITIONS AND UNDER SUCH RULES, ORDERS, OR DECLARATORY RULINGS AS MAY BE PRESCRIBED BY THE BOARD, ANY OF THE FOLLOWING POWERS:

(a)  TO ESTABLISH BRANCHES IN FOREIGN COUNTRIES FOR THE FURTHERANCE OF FOREIGN COMMERCE OF THE UNITED STATES AND TO ACT, IF REQUIRED TO DO SO, AS FISCAL AGENTS OF THE UNITED STATES;

(b)  TO INVEST AN AMOUNT NOT EXCEEDING IN THE AGGREGATE TEN PERCENT OF ITS CAPITAL AND SURPLUS IF IT IS A STOCK SAVINGS BANK, OR TEN PERCENT OF ITS TOTAL CAPITAL IF IT IS A MUTUAL SAVINGS BANK IN THE STOCK OF ONE OR MORE BANKING ORGANIZATIONS OR CORPORATIONS CHARTERED OR INCORPORATED UNDER THE LAWS OF THE UNITED STATES OR OF ANY STATE, TERRITORY, OR PROTECTORATE OF THE UNITED STATES, AND PRINCIPALLY ENGAGED IN INTERNATIONAL OR FOREIGN BANKING OR BANKING EITHER DIRECTLY OR THROUGH THE AGENCY, OWNERSHIP, OR CONTROL OF FOREIGN BANKS;

(c)  TO ACQUIRE AND HOLD, DIRECTLY OR INDIRECTLY, STOCK OR OTHER EVIDENCES OF OWNERSHIP IN ONE OR MORE FOREIGN BANKS THAT ARE NOT ENGAGED, DIRECTLY OR INDIRECTLY, IN ANY ACTIVITY IN THE UNITED STATES EXCEPT AS, IN THE JUDGMENT OF THE BOARD, IS INCIDENTAL TO THE INTERNATIONAL OR FOREIGN BUSINESS OF THE FOREIGN BANK, AND TO MAKE LOANS OR EXTENSIONS OF CREDIT TO OR FOR THE ACCOUNT OF THE FOREIGN BANK IN THE MANNER AND WITHIN THE LIMITS PRESCRIBED BY THE BOARD BY ORDER OR DECLARATORY RULING.

(2)  AN APPLICATION UNDER THIS SECTION SHALL SPECIFY THE NAME AND CAPITAL AND SURPLUS OF THE BANK FILING IT, THE POWERS APPLIED FOR, AND THE PLACES WHERE THE BANKING OPERATIONS ARE TO BE CARRIED ON. THE BOARD MAY APPROVE OR REJECT THE APPLICATION IN WHOLE OR IN PART IF FOR ANY REASON THE GRANTING OF THE APPLICATION IS CONSIDERED INEXPEDIENT AND FROM TIME TO TIME MAY INCREASE OR DECREASE THE NUMBER OF PLACES WHERE THE BANKING OPERATIONS MAY BE CARRIED ON.

(3)  EVERY SAVINGS BANK OPERATING FOREIGN BRANCHES UNDER THIS SECTION SHALL FURNISH INFORMATION CONCERNING THE CONDITION OF THE BRANCHES TO THE BOARD UPON DEMAND, AND EVERY SAVINGS BANK INVESTING IN CAPITAL STOCK OF BANKING ORGANIZATIONS OR CORPORATIONS AS PROVIDED UNDER THIS SECTION SHALL FURNISH INFORMATION CONCERNING THE CONDITION OF THE BANKING ORGANIZATIONS OR CORPORATIONS TO THE BOARD UPON DEMAND. THE BOARD MAY ORDER SPECIAL EXAMINATIONS OF THE BRANCHES, BANKING ORGANIZATIONS, OR CORPORATIONS AT SUCH TIMES AS THE BOARD DEEMS BEST.

(4)  BEFORE A SAVINGS BANK IS PERMITTED TO PURCHASE STOCK IN A BANKING ORGANIZATION OR CORPORATION UNDER THIS SECTION THE BANKING ORGANIZATION OR CORPORATION SHALL ENTER INTO AN AGREEMENT OR UNDERTAKING WITH THE BOARD TO RESTRICT THEIR OPERATIONS OR CONDUCT THEIR BUSINESSES IN A MANNER OR UNDER SUCH LIMITATIONS AND RESTRICTIONS AS THE BOARD MAY PRESCRIBE. IF AT ANY TIME THE BOARD HAS ASCERTAINED THAT THE ORDERS OR RULINGS PRESCRIBED BY IT ARE NOT BEING COMPLIED WITH, THE BOARD MAY INSTITUTE AN INVESTIGATION OF THE MATTER AND SUBPOENA WITNESSES AND DOCUMENTS AND ADMINISTER OATHS. IF THE INVESTIGATION RESULTS IN ESTABLISHING THE FAILURE OF THE BANKING ORGANIZATION OR CORPORATION IN QUESTION, OR OF THE SAVINGS BANK WHICH IS A STOCKHOLDER, TO COMPLY WITH THE RULES OF THE BOARD, THE BOARD MAY ORDER THE SAVINGS BANK TO DISPOSE OF STOCKHOLDINGS IN THE BANKING ORGANIZATION OR CORPORATION.

(5)  RULES PROMULGATED BY THE BOARD, IN ADDITION TO REGULATING POWERS THAT A FOREIGN BRANCH MAY EXERCISE UNDER OTHER PROVISIONS OF LAW, MAY AUTHORIZE A FOREIGN BRANCH, SUBJECT TO SUCH CONDITIONS AND REQUIREMENTS AS THE RULES PRESCRIBE, TO EXERCISE ANY FURTHER POWERS AS MAY BE USUAL IN CONNECTION WITH THE TRANSACTION OF THE BUSINESS OF BANKING IN THE PLACES WHERE THE FOREIGN BRANCH TRANSACTS BUSINESS. THE RULES SHALL NOT AUTHORIZE A FOREIGN BRANCH TO ENGAGE IN THE GENERAL BUSINESS OF PRODUCING, DISTRIBUTING, BUYING, OR SELLING GOODS, WARES, OR MERCHANDISE. EXCEPT TO SUCH LIMITED EXTENT AS THE BOARD MAY DEEM TO BE NECESSARY WITH RESPECT TO SECURITIES ISSUED BY ANY FOREIGN GOVERNMENT OR ANY DEPARTMENT, DISTRICT, PROVINCE, COUNTY, POSSESSION, OR OTHER SIMILAR GOVERNMENTAL ORGANIZATION OR SUBDIVISION OF A FOREIGN GOVERNMENT, AND ANY AGENCY OR INSTRUMENTALITY OF ANY FOREIGN GOVERNMENT OR OF ANY ORGANIZATION OR SUBDIVISION, THE RULES SHALL NOT AUTHORIZE A FOREIGN BRANCH TO ENGAGE OR PARTICIPATE, DIRECTLY OR INDIRECTLY, IN THE BUSINESS OF UNDERWRITING, SELLING, OR DISTRIBUTING SECURITIES.

11­29­413.  Liability for contracts from foreign branches. (1)  NOTWITHSTANDING SECTION 4­1­105, C.R.S., A SAVINGS BANK DOING BUSINESS IN THIS STATE, THAT HAS ONE OR MORE BRANCH OFFICES IN ANY FOREIGN COUNTRY, SHALL BE LIABLE FOR CONTRACTS TO BE PERFORMED AT ANY BRANCH OFFICES AND FOR DEPOSITS TO BE REPAID AT THE BRANCH OFFICES TO NO GREATER EXTENT THAN A SAVINGS BANK, BANKING CORPORATION, OR OTHER ORGANIZATION OR ASSOCIATION FOR BANKING PURPOSES ORGANIZED AND EXISTING UNDER THE LAWS OF THE FOREIGN COUNTRY WOULD BE LIABLE UNDER ITS LAWS. THE LAWS OF THE FOREIGN COUNTRY FOR THE PURPOSE OF THIS SECTION SHALL BE CONSIDERED TO INCLUDE ALL ACTS, DECREES, REGULATIONS, AND ORDERS PROMULGATED OR ENFORCED BY AN AUTHORITY ASSERTING GOVERNMENTAL, MILITARY, OR POLICE POWER OF ANY KIND AT THE PLACE WHERE ANY BRANCH OFFICE IS LOCATED, WHETHER OR NOT THE DOMINANT AUTHORITY IS RECOGNIZED AS A DE FACTO OR DE JURE GOVERNMENT.

(2)  NOTWITHSTANDING SECTION 4­1­105, C.R.S., IF, BY ACTION OF A DOMINANT AUTHORITY THAT IS NOT RECOGNIZED BY THE UNITED STATES AS THE DE JURE GOVERNMENT OF THE FOREIGN TERRITORY CONCERNED, ANY PROPERTY SITUATED IN OR ANY AMOUNT TO BE RECEIVED IN THE FOREIGN TERRITORY AND CARRIED AS AN ASSET OF ANY BRANCH OFFICE OF THE SAVINGS BANK IN THE FOREIGN TERRITORY IS SEIZED, DESTROYED, OR CANCELED, THEN THE LIABILITY OF THE SAVINGS BANK FOR ANY DEPOSIT RECEIVED AND TO BE REPAID BY IT, AND FOR ANY CONTRACT MADE AND TO BE PERFORMED BY IT, AT ANY BRANCH OFFICE IN THE FOREIGN TERRITORY SHALL BE REDUCED PRO TANTO BY THE PROPORTION THAT THE VALUE, AS SHOWN BY THE BOOKS OR OTHER RECORDS OF THE SAVINGS BANK AT THE TIME OF THE SEIZURE, DESTRUCTION, OR CANCELLATION OF THE ASSETS BEARS TO THE AGGREGATE OF ALL THE DEPOSIT AND CONTRACT LIABILITIES OF THE BRANCH OFFICES OF THE SAVINGS BANK IN THE FOREIGN TERRITORY, AS SHOWN AT SUCH TIME BY THE BOOKS OR OTHER RECORDS OF THE SAVINGS BANK.

11­29­414.  Savings bank as owner or lessor of personal property. (1)  A SAVINGS BANK MAY BECOME THE OWNER OR LESSOR OF PERSONAL PROPERTY FOR THE PURPOSE OF LEASING THE PROPERTY OR OBTAINING AN ASSIGNMENT OF A LESSOR'S INTEREST IN A LEASE OF THE PROPERTY OR PERMITTING THE USE OF THE PROPERTY, AND MAY INCUR ADDITIONAL OBLIGATIONS AS MAY BE INCIDENT TO BECOMING AN OWNER OR LESSOR OF SUCH PROPERTY.

(2)  LEASE PAYMENTS SHALL CONSTITUTE RENT RATHER THAN INTEREST.

(3)  THIS SECTION SHALL NOT EXEMPT FROM GENERAL PROPERTY TAXATION ANY PERSONAL PROPERTY OF A SAVINGS BANK THAT IS LEASED, LOANED, OR OTHERWISE MADE AVAILABLE TO AND USED BY A PRIVATE INDIVIDUAL, ASSOCIATION, OR CORPORATION IN CONNECTION WITH A BUSINESS CONDUCTED FOR PROFIT. THE PERSONAL PROPERTY SHALL BE SUBJECT TO TAXATION IN THE SAME AMOUNT AND TO THE SAME EXTENT AS THOUGH THE LESSEE OR USER WERE THE OWNER OF THE PROPERTY. TAXES SHALL BE ASSESSED TO THE LESSEES OR USERS OF THE PROPERTY AND COLLECTED IN THE SAME MANNER AS TAXES ASSESSED TO OWNERS OF PERSONAL PROPERTY, EXCEPT THAT THE TAXES SHALL NOT BECOME A LIEN AGAINST THE PROPERTY. WHEN DUE, THE TAXES SHALL CONSTITUTE A DEBT DUE FROM THE LESSEE OR USER TO THE UNIT OF GOVERNMENT FOR WHICH THE TAXES WERE ASSESSED.

(4)  A SAVINGS BANK SHALL NOT ACQUIRE PERSONAL PROPERTY UNDER THIS SECTION IF THE ACQUISITION RESULTS IN AN INVENTORY OF PERSONAL PROPERTY NOT LEASED IN EXCESS OF TWENTY PERCENT OF THE SAVINGS BANK'S CAPITAL AND SURPLUS.

11­29­415.  Operation of branches and agency offices. (1)  UPON WRITTEN NOTICE TO THE BOARD, A SAVINGS BANK MAY ESTABLISH AND OPERATE ONE OR MORE BRANCHES OR MOBILE BRANCHES WITHIN ANY STATE, THE DISTRICT OF COLUMBIA, OR A TERRITORY OR PROTECTORATE OF THE UNITED STATES, UNLESS THE BOARD OBJECTS IN WRITING WITHIN SIXTY DAYS AFTER RECEIPT OF THE WRITTEN NOTICE FROM THE SAVINGS BANK. THE BOARD MAY ISSUE TO THE SAVINGS BANK A WRITTEN STATEMENT OF INTENT NOT TO OBJECT. A SAVINGS BANK MAY EXERCISE AT A BRANCH IN ANOTHER STATE THE POWERS CONSISTENT WITH THE SAFE AND SOUND CONDUCT OF THE BUSINESS OF BANKING AS AUTHORIZED BY ORDER OR DECLARATORY RULING OF THE BOARD AND GRANTED BY THE LAWS OF THE STATE WHERE THE BRANCH IS LOCATED.

(2)  A BRANCH OF A SAVINGS BANK, EXCEPT FOR A MOBILE BRANCH, SHALL NOT BE MOVED FROM ONE LOCATION TO ANOTHER WITHOUT THIRTY DAYS' ADVANCE WRITTEN NOTICE TO THE BOARD.

(3)  UPON WRITTEN NOTICE TO THE BOARD, A SAVINGS BANK MAY CONTRACT WITH ONE OR MORE BANKS, OUT­OF­STATE BANKS, NATIONAL BANKS, ASSOCIATIONS, CREDIT UNIONS, OR OTHER SAVINGS BANKS TO ACT AS A BRANCH OF THE SAVINGS BANK, UNLESS THE BOARD OBJECTS IN WRITING WITHIN SIXTY DAYS AFTER RECEIPT OF THE WRITTEN NOTICE FROM THE SAVINGS BANK. THE BOARD MAY ISSUE TO THE SAVINGS BANK A WRITTEN STATEMENT OF INTENT NOT TO OBJECT THAT WILL HAVE THE SAME EFFECT AS A FAILURE BY THE BOARD TO OBJECT WITHIN THE SIXTY DAYS PROVIDED FOR UNDER THIS SUBSECTION (3). THIS SUBSECTION (3) SHALL NOT BE CONSTRUED TO LIMIT THE POWERS GRANTED TO A SAVINGS BANK UNDER SECTION 11­29­401 (1) (cc).

(4)  UPON WRITTEN NOTICE TO THE BOARD, ONE OR MORE BANKS, OUT­OF­STATE BANKS, NATIONAL BANKS, ASSOCIATIONS, CREDIT UNIONS, OR OTHER SAVINGS BANKS, MAY CONTRACT WITH A SAVINGS BANK TO ACT AS A BRANCH OF THE BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, CREDIT UNION, OR OTHER SAVINGS BANK, UNLESS THE BOARD OBJECTS IN WRITING WITHIN SIXTY DAYS AFTER RECEIPT OF THE WRITTEN NOTICE FROM THE BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, CREDIT UNION, OR OTHER SAVINGS BANK. THE BOARD MAY ISSUE TO THE DEPOSITORY INSTITUTION A WRITTEN STATEMENT OF INTENT NOT TO OBJECT THAT WILL HAVE THE SAME EFFECT AS A FAILURE BY THE BOARD TO OBJECT WITHIN THE SIXTY DAYS PROVIDED FOR UNDER THIS SUBSECTION (4). THIS SUBSECTION (4) SHALL NOT BE CONSTRUED TO LIMIT THE POWERS GRANTED TO A SAVINGS BANK UNDER SECTION 11­29­401 (1) (cc).

(5)  AN OUT­OF­STATE BANK LOCATED IN A STATE, THE DISTRICT OF COLUMBIA, OR A TERRITORY OR PROTECTORATE OF THE UNITED STATES WHOSE LAWS PERMIT THE ESTABLISHMENT IN THAT STATE, DISTRICT, TERRITORY, OR PROTECTORATE OF A BRANCH BY A SAVINGS BANK MAY ESTABLISH AND OPERATE ONE OR MORE BRANCHES IN THIS STATE.

(6)  UPON THIRTY DAYS' ADVANCE WRITTEN NOTICE TO THE BOARD, A SAVINGS BANK MAY CONTRACT WITH A PERSON OR ENTITY TO ACT AS AN AGENT IN AN AGENCY OFFICE. THE WRITTEN NOTICE SHALL INCLUDE THE NAME AND ADDRESS OF THE PERSON OR ENTITY WHO WILL ACT AS AGENT FOR THE SAVINGS BANK, THE LOCATION OF THE AGENCY OFFICE, WHEN THE AGENCY OFFICE WILL BE OPERATIONAL, AND THE ACTIVITIES IN WHICH THE AGENCY OFFICE WILL INITIALLY BE ENGAGED. A SAVINGS BANK MAY PERFORM ANY OF THE FOLLOWING ACTIVITIES THROUGH AN AGENCY OFFICE:

(a)  ACCEPT A DEPOSIT TO AN EXISTING ACCOUNT AND RECORD THE ADDITION TO THE ACCOUNT OR GIVE OTHER EVIDENCE OF RECEIPT AS PRESCRIBED BY THE SAVINGS BANK;

(b)  ACCEPT A WITHDRAWAL FORM AND SUCH OTHER EVIDENCE REQUIRED BY THE SAVINGS BANK FROM AN ACCOUNT HOLDER FOR TRANSMISSION TO THE MAIN OFFICE OR A BRANCH OFFICE OF THE SAVINGS BANK;

(c)  SOLICIT AND ACCEPT A NEW ACCOUNT. EVIDENCE OF ACCOUNT OWNERSHIP SHALL BE ISSUED ONLY BY AUTHORITY OF THE MAIN OFFICE OR A BRANCH OFFICE OF THE SAVINGS BANK. AN AGENT MAY OBTAIN SIGNATURE CARDS FROM THE SAVINGS BANK FOR THE ACCOUNT HOLDER.

(d)  SOLICIT AND ACCEPT AN APPLICATION FOR A LOAN OR FOR A LAND CONTRACT PURCHASE. THE AGENT SHALL SUBMIT THE APPLICATION TO THE MAIN OFFICE OR A BRANCH OF THE SAVINGS BANK FOR PROCESSING AND APPROVAL.

(e)  DISBURSE WITHDRAWN OR LOANED FUNDS, UPON APPROVAL OF EACH DISBURSEMENT BY THE SAVINGS BANK;

(f)  ACCEPT PAYMENT ON A LOAN OR ON A LAND CONTRACT AND ISSUE EVIDENCE OF RECEIPT AS PRESCRIBED BY THE SAVINGS BANK;

(g)  ANY OTHER SERVICES AS APPROVED BY ORDER OR DECLARATORY RULING OF THE BOARD.

(7)  AN AGENT IN AN AGENCY OFFICE SHALL NOT POSSESS AN UNISSUED OR BLANK AUTHENTICATED SAVINGS ACCOUNT PASSBOOK OR CERTIFICATE OR OTHER EVIDENCE OF ACCOUNT OWNERSHIP.

11­29­416.  Operation of loan production offices. (1)  WITHOUT NOTICE TO OR APPROVAL OF THE BOARD, A SAVINGS BANK MAY ESTABLISH AND OPERATE ONE OR MORE LOAN PRODUCTION OFFICES.

(2)  A SAVINGS BANK MAY PERFORM ANY OF THE FOLLOWING ACTIVITIES THROUGH A LOAN PRODUCTION OFFICE:

(a)  RECEIVE LOAN APPLICATIONS;

(b)  PROCESS LOANS;

(c)  ASSEMBLE INFORMATION RELATED TO THE APPROVAL OF LOANS;

(d)  CLOSE LOANS;

(e)  DISBURSE LOAN PROCEEDS APPROVED BY THE PRINCIPAL OFFICE OR A BRANCH;

(f)  RECEIVE LOAN PAYMENTS;

(g)  ANY OTHER ACTIVITIES AS APPROVED BY RULE OF THE BOARD.

11­29­417.  Operation of offices of acquired financial institutions.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS ARTICLE, A SAVINGS BANK THAT PURCHASES OR ASSUMES ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR LIABILITIES OF AN ELIGIBLE INSURED NATIONAL OR STATE CHARTERED BANK, SAVINGS BANK, OR ASSOCIATION MAY RETAIN AND MAINTAIN THE MAIN PREMISES, BRANCHES, OR AGENCY OFFICES OF THE FORMER NATIONAL BANK, STATE CHARTERED BANK, OR ASSOCIATION AS BRANCHES OF THE PURCHASING SAVINGS BANK, IF IT ASSUMES THE DEPOSIT LIABILITIES OF THE ELIGIBLE NATIONAL BANK, STATE CHARTERED BANK, SAVINGS BANK, OR ASSOCIATION MAINTAINED AT THE MAIN PREMISES, BRANCHES, OR AGENCY OFFICES. THE NOTICE REQUIRED BY SECTION 11­29­415 (1) SHALL BE GIVEN FOR EACH MAIN PREMISES, BRANCH, OR AGENCY OFFICE THE PURCHASING SAVINGS BANK INTENDS TO OPERATE AS A NEW BRANCH.

11­29­418.  Effect of discontinuing operations at branch or agency office. IF A SAVINGS BANK PERMANENTLY DISCONTINUES THE OPERATIONS OF ANY BRANCH OR AGENCY OFFICE, ALL BILLS, CHECKS, AND NOTES OTHERWISE PRESENTABLE FOR ACCEPTANCE OR PAYMENT, ALL DEPOSITS TO BE MADE OR WITHDRAWN, ALL NOTICES TO STOP PAYMENT OF CHECKS TO BE GIVEN, AND SIMILAR FUNCTIONS SHALL BE DEEMED TRANSFERABLE TO, AND TREATED AS A PART OF, THE PRINCIPAL OFFICE OF THE SAVINGS BANK. THE SAVINGS BANK SHALL GIVE WRITTEN NOTICE TO THE BOARD BEFORE DISCONTINUING OPERATIONS OF ANY BRANCH OR AGENCY OFFICE.

11­29­419.  Trust powers of savings banks. (1)  UPON APPLICATION, THE BOARD MAY GRANT TO A SAVINGS BANK FULL TRUST POWERS, AS PROVIDED IN THIS SECTION, BUT SUBJECT TO THE CONDITIONS, LIMITATIONS, AND RESTRICTIONS IN THIS SECTION AND SECTIONS 11­29­420 TO 11­29­425.

(2)  UPON APPROVAL OF THE APPLICATION, THE SAVINGS BANK HAS THE POWER TO CONDUCT A TRUST BUSINESS INCLUDING, BUT NOT LIMITED TO, ANY OF THE FOLLOWING:

(a)  IN AND BY ITS CORPORATE NAME TO TAKE, RECEIVE, HOLD, REPAY, RECONVEY, AND DISPOSE OF ANY EFFECTS AND PROPERTY, BOTH REAL AND PERSONAL, THAT MAY BE GRANTED, COMMITTED, TRANSFERRED, OR CONVEYED TO IT WITH ITS CONSENT, UPON ANY TERMS OR UPON ANY TRUST AT ANY TIME, BY ANY PERSON, INCLUDING MINORS, BODIES CORPORATE, OR BY ANY COURT, INCLUDING THE FEDERAL COURTS, IN THE STATE, AND TO ADMINISTER, FULFILL, AND DISCHARGE THE DUTIES OF THE TRUST FOR THE REMUNERATION AS AGREED UPON;

(b)  TO ACT GENERALLY AS AGENT FOR THE TRANSACTION OF BUSINESS, THE MANAGEMENT OF ESTATES, THE COLLECTION OF RENTS, INTEREST, DIVIDENDS, AND MONEY, AND THE COLLECTION OF PRINCIPAL AND INTEREST ON MORTGAGES, BONDS, NOTES, AND SECURITIES FOR MONEY AND TO ENFORCE THE PAYMENT THEREOF, AND TO ACT AS AGENT FOR THE PURPOSE OF ISSUING, NEGOTIATING, REGISTERING, TRANSFERRING, OR COUNTERSIGNING THE CERTIFICATES OF STOCK, BONDS, OR OTHER OBLIGATIONS OF ANY CORPORATION, ASSOCIATION, OR MUNICIPALITY AND TO MANAGE ANY SINKING FUND ON THE TERMS AS AGREED UPON;

(c)  TO ACCEPT AND TO EXECUTE THE OFFICES OF PERSONAL REPRESENTATIVE, TRUSTEE, RECEIVER, CONSERVATOR, LIQUIDATING AGENT, ASSIGNEE, OR GUARDIAN OF ANY MINOR, INCOMPETENT PERSON, LEGALLY INCAPACITATED PERSON, OR PERSON SUBJECT TO GUARDIANSHIP, SUBJECT TO THE LAWS OF THIS STATE APPLICABLE TO THOSE PROCEEDINGS. IN ALL CASES WHEN APPLICATION IS MADE TO ANY COURT IN THIS STATE FOR THE APPOINTMENT OF ANY TRUSTEE, RECEIVER, PERSONAL REPRESENTATIVE, CONSERVATOR, OR GUARDIAN OF ANY MINOR, INCOMPETENT PERSON, LEGALLY INCAPACITATED PERSON, OR OTHER PERSON SUBJECT TO CONSERVATORSHIP OR GUARDIANSHIP, THE COURT MAY APPOINT THE SAVINGS BANK, WITH ITS CONSENT, TO HOLD THE OFFICE. THE ACCOUNTS OF THE SAVINGS BANK AS TRUSTEE, RECEIVER, CONSERVATOR, LIQUIDATING AGENT, ASSIGNEE, PERSONAL REPRESENTATIVE, OR GUARDIAN SHALL BE REGULARLY SETTLED AND ADJUSTED BY THE PROPER OFFICE OR TRIBUNALS. ALL PROPER, LEGAL, USUAL, AND CUSTOMARY CHARGES, COSTS, AND EXPENSES SHALL BE ALLOWED TO THE SAVINGS BANK FOR THE CARE AND MANAGEMENT OF THE ESTATE SO COMMITTED TO IT. IN CASE OF APPOINTMENT BY ANY COURT, THE SAVINGS BANK SHALL NOT BE REQUIRED TO GIVE ANY SECURITY, EXCEPT IN THE DISCRETION OF THE COURT, OTHER THAN AS PROVIDED IN SECTION 11­29­423 FOR DEPOSIT WITH THE STATE TREASURER. IF THE COURT ORDERS THE SAVINGS BANK TO GIVE SECURITY, THE SECURITY SHALL BE A BOND IN AN AMOUNT FIXED BY THE COURT AND WITH A SURETY COMPANY AUTHORIZED TO DO BUSINESS IN THIS STATE AS SURETY ON THE BOND, OR WITH PERSONAL SURETY OR SURETIES ON THE BOND SATISFACTORY TO THE COURT. IF ANY SAVINGS BANK IS REQUIRED, IN THE COURSE OF THE ADMINISTRATION OF ANY TRUST, TO GIVE A BOND, WHETHER AS ADDITIONAL SECURITY, SUBSTITUTED SECURITY, OR OTHERWISE, THE SURETY ON THE BOND SHALL NOT BE LIABLE DIRECTLY OR INDIRECTLY FOR ANY ACT OR DEFAULT COMMITTED BY THE SAVINGS BANK PRIOR TO THE DATE OF THE FILING AND APPROVAL OF THE BOND, OR FOR THE FAILURE OF THE SAVINGS BANK TO PAY OVER ON FINAL SETTLEMENT IF THE FAILURE TO PAY OVER IS DUE TO AN ACT OR DEFAULT COMMITTED PRIOR TO THE FILING AND APPROVAL OF THE BOND, OR FOR THE FAILURE OF THE SAVINGS BANK TO COLLECT FROM ITSELF OR FROM ANY PRIOR SURETY OR SURETIES THE AMOUNT OF ANY LOSS DUE ANY ACT OR DEFAULT COMMITTED BY THE SAVINGS BANK PRIOR TO THE DATE OF THE FILING AND APPROVAL OF THE BOND.

(d)  TO EXERCISE BY ITS BOARD OF DIRECTORS OR AUTHORIZED OFFICERS OR AGENTS ALL INCIDENTAL POWERS AS ARE NECESSARY TO CARRY ON A TRUST BUSINESS.

11­29­420.  Trust powers ­ definitions. (1)  AS USED IN THIS SECTION:

(a)  "BANKING OFFICE" MEANS A MAIN OFFICE OR AUTHORIZED BRANCH OF A BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR SAVINGS BANK.

(b)  "HOST SAVINGS BANK" MEANS A BANK, NATIONAL BANK, ASSOCIATION, OR SAVINGS BANK FOR WHICH TRUST SERVICES ARE PROVIDED BY ANY OTHER BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR SAVINGS BANK.

(c)  "TRUST SERVICE PROVIDER" MEANS A SAVINGS BANK PROVIDING TRUST SERVICES TO ANY OTHER BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR SAVINGS BANK.

(2)  A SAVINGS BANK GRANTED FULL TRUST POWERS MAY CONTRACT BY WRITTEN AGREEMENT WITH ANY BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR OTHER SAVINGS BANK TO CARRY ON TRUST SERVICES IN ITS NAME AND FOR ITS ACCOUNT AT ONE OR MORE OF THE BANKING OFFICES OF THE BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR OTHER SAVINGS BANK.

(3)  A SAVINGS BANK MAY CONTRACT BY WRITTEN AGREEMENT WITH ANY BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR OTHER SAVINGS BANK EXERCISING FULL TRUST POWERS TO CARRY ON TRUST SERVICES AT ONE OR MORE OF ITS BANKING OFFICES BUT IN THE NAME AND FOR THE ACCOUNT OF THE BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR OTHER SAVINGS BANK.

(4)  AN AGREEMENT PROVIDED FOR IN THIS SECTION, INCLUDING A LEASE, OR A MODIFICATION OR EXTENSION OF AN AGREEMENT, IS NOT EFFECTIVE AS TO ANY SAVINGS BANK UNTIL IT IS APPROVED IN WRITING BY THE BOARD. THE BOARD MAY APPROVE THE AGREEMENT UPON CONSIDERATION OF THE SUFFICIENCY OF THE CAPITAL AND SURPLUS OF THE BANKS, OUT­OF­STATE BANKS, NATIONAL BANKS, ASSOCIATIONS, OR SAVINGS BANKS, THE NEED FOR TRUST SERVICES, AND OTHER FACTS OR CIRCUMSTANCES THAT THE BOARD CONSIDERS PROPER.

(5)  THIRTY DAYS AFTER A HOST SAVINGS BANK MAILS A NOTICE OF SUBSTITUTION AS PROVIDED IN SUBSECTION (6) OF THIS SECTION, A TRUST SERVICE PROVIDER SHALL BE SUBSTITUTED FOR A HOST SAVINGS BANK AS FIDUCIARY OR AGENT AND SUCCEED TO THE TITLE OF ASSETS HELD BY A HOST SAVINGS BANK IN A FIDUCIARY CAPACITY FOR EACH ACCOUNT IN WHICH THE HOST SAVINGS BANK, UNDER THE TERMS OF A TRUST SERVICE AGREEMENT APPROVED BY THE BOARD, WILL NO LONGER SERVE AS FIDUCIARY OR AGENT. A TRUST SERVICE PROVIDER SHALL NOT BE SUBSTITUTED FOR THE HOST SAVINGS BANK FOR AN ACCOUNT IN WHICH THE RECIPIENT OF A NOTICE OF SUBSTITUTION WITH RESPECT TO THAT ACCOUNT OBJECTS TO THE SUBSTITUTION UNDER SUBSECTION (6) OF THIS SECTION.

(6)  FOR AN ACCOUNT IN WHICH A TRUST SERVICE PROVIDER IS SUBSTITUTED FOR A HOST SAVINGS BANK UNDER THE TERMS OF A TRUST SERVICE AGREEMENT, A WRITTEN NOTICE OF SUBSTITUTION SHALL BE SENT BY THE HOST SAVINGS BANK BY CERTIFIED MAIL. THE NOTICE OF SUBSTITUTION SHALL INCLUDE THE DATE THE NOTICE WAS MAILED AND EXPLAIN THAT THE TRUST SERVICE PROVIDER WILL NOT BE SUBSTITUTED FOR THE HOST SAVINGS BANK FOR THE ACCOUNT IF THE RECIPIENT OF THE NOTICE SENDS A WRITTEN OBJECTION TO THE HOST SAVINGS BANK BY FIRST­CLASS MAIL WITHIN THIRTY DAYS AFTER THE DATE THE NOTICE WAS MAILED. THE NOTICE OF SUBSTITUTION SHALL BE SENT TO ALL OF THE FOLLOWING:

(a)  FOR EMPLOYEE BENEFIT PLANS, TO THE PLAN SPONSORS;

(b)  FOR INDIVIDUAL RETIREMENT ACCOUNTS AND RETIREMENT ACCOUNTS FOR THE SELF­EMPLOYED, TO THE ACCOUNT OWNERS;

(c)  FOR AGENCY AND ESCROW ACCOUNTS, TO THE PRINCIPALS;

(d)  FOR SECURITIES FOR WHICH A HOST SAVINGS BANK SERVES AS TRUSTEE, REGISTRAR, TRANSFER AGENT, OR PAYING AGENT, TO THE ISSUERS;

(e)  FOR REVOCABLE TRUSTS UNDER AGREEMENT, TO THE SETTLORS;

(f)   FOR IRREVOCABLE TRUSTS UNDER AGREEMENT, TO ANY COFIDUCIARY, TO THE SETTLOR, TO EACH CURRENT INCOME BENEFICIARY WHO IS AN ADULT, AND, IF A CURRENT INCOME BENEFICIARY IS A MINOR, TO A PARENT OF THE MINOR WITH WHOM THE MINOR RESIDES OR TO THE CONSERVATOR OR GUARDIAN OF THE MINOR. THE NOTICE TO THE SETTLOR SHALL NOT GRANT TO THE SETTLOR ANY AUTHORITY OVER THE TRUST OR TRUSTEE THAT THE SETTLOR DID NOT HAVE BEFORE THE NOTICE, INCLUDING THE AUTHORITY TO OBJECT TO THE SUBSTITUTION OF A TRUST SERVICE PROVIDER FOR A HOST SAVINGS BANK. FOR PURPOSES OF THIS PARAGRAPH (f), "CURRENT INCOME BENEFICIARY" MEANS A PERSON CURRENTLY ENTITLED TO INCOME OR A PERSON TO WHOM THE TRUSTEE, IN THE TRUSTEE'S DISCRETION, MAY PAY PRINCIPAL OR INCOME.

(g)  FOR TESTAMENTARY TRUSTS, TO THE PERSONS NOTIFIED UNDER PARAGRAPH (f) OF THIS SUBSECTION (6) AND TO THE PROBATE COURT THAT APPOINTED THE HOST SAVINGS BANK AS TRUSTEE;

(h)  FOR CONSERVATORSHIPS, TO ANY COFIDUCIARY, TO THE PROTECTED PERSON FOR WHOM THE CONSERVATORSHIP WAS CREATED OR, IF THE CONSERVATORSHIP WAS CREATED FOR A MINOR, TO A PARENT OF THE MINOR WITH WHOM THE MINOR RESIDES OR TO THE GUARDIAN OF THE MINOR, AND TO THE PROBATE COURT THAT APPOINTED THE HOST SAVINGS BANK AS CONSERVATOR;

(i)  FOR GUARDIANSHIPS, TO ANY COFIDUCIARY, TO THE MINOR OR LEGALLY INCAPACITATED PERSON FOR WHOM THE GUARDIAN WAS APPOINTED IF THE WARD IS AT LEAST FOURTEEN YEARS OF AGE, AND TO THE PROBATE COURT THAT APPOINTED THE HOST SAVINGS BANK AS GUARDIAN;

(j)  FOR PROBATE ESTATES, TO ANY COFIDUCIARY, TO ANY INTERESTED PARTY, AND TO THE PROBATE COURT THAT APPOINTED THE HOST SAVINGS BANK AS PERSONAL REPRESENTATIVE.

(7)  SUBSECTIONS (1), (5), AND (6) OF THIS SECTION APPLY TO TRUST SERVICE AGREEMENTS IN EFFECT ON OR AFTER THE EFFECTIVE DATE OF THIS ARTICLE.

11­29­421.  Trust assets kept separate. (1)  A SAVINGS BANK EXERCISING A TRUST POWER UNDER SECTIONS 11­29­420 TO 11­29­425 SHALL SEGREGATE ALL ASSETS HELD IN A FIDUCIARY CAPACITY FROM THE GENERAL ASSETS OF THE BANK, KEEP A SEPARATE SET OF BOOKS AND RECORDS SHOWING IN PROPER DETAIL ALL TRANSACTIONS ENGAGED UNDER SECTIONS 11­29­420 TO 11­29­425, AND AT ALL TIMES KEEP THE SAVINGS BANK'S TRUST DEPARTMENT BUSINESS SEPARATE AND DISTINCT FROM THE SAVINGS BANK'S COMMERCIAL BANKING BUSINESS.

(2)  FUNDS, AT ANY TIME AND FROM TIME TO TIME, HELD IN TRUST BY THE SAVINGS BANK, AWAITING INVESTMENT OR OTHER DISPOSITION, MAY BE COMMINGLED AND CONSOLIDATED, AND MAY BE DEPOSITED IN OTHER FINANCIAL INSTITUTIONS NOT AFFILIATED WITH THE SAVINGS BANK AS DESIGNATED BY THE BOARD OF DIRECTORS OR MAY BE HELD AT ANY TIME AND FROM TIME TO TIME BY THE SAVINGS BANK UNDER A DEPOSIT RELATIONSHIP AND USED BY THE SAVINGS BANK IN THE CONDUCT OF THE SAVINGS BANK'S INDIVIDUAL CORPORATE BUSINESS BUT ONLY TO THE EXTENT AND WHEN THE SAVINGS BANK SHALL SET ASIDE FOR THE PROTECTION OF THE OWNERS OF THE FUNDS OBLIGATIONS OF THE UNITED STATES, OBLIGATIONS THAT ARE GUARANTEED FULLY AS TO PRINCIPAL AND INTEREST BY THE UNITED STATES, GENERAL OBLIGATIONS OF THIS STATE OR OF ANY POLITICAL SUBDIVISION OF THIS STATE, OR OTHER SECURITIES APPROVED BY THE BOARD EQUAL AT FACE VALUE TO THE AMOUNT OF THE FUNDS HELD, LESS THE AMOUNTS OF THE FUNDS THAT ARE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. IF THE SAVINGS BANK FAILS, THE OWNERS OF THE FUNDS HELD IN TRUST, AWAITING INVESTMENT OR OTHER DISPOSITION, SHALL HAVE A LIEN ON THE SECURITIES SET APART IN ADDITION TO ANY OTHER CLAIMS AGAINST THE SAVINGS BANK.

11­29­422.  Considerations in granting permission to savings banks to conduct trust business. (1)  IN PASSING UPON APPLICATIONS FOR PERMISSION TO EXERCISE FULL FIDUCIARY POWERS UNDER SECTION 11­29­421, THE BOARD SHALL TAKE INTO CONSIDERATION THE FOLLOWING, AND THE BOARD MAY GRANT OR REFUSE THE APPLICATION ACCORDINGLY:

(a)  THE SUFFICIENCY OF THE CAPITAL AND SURPLUS OF THE APPLYING SAVINGS BANK;

(b)  ANY OTHER FACTS OR CIRCUMSTANCES THAT THE BOARD DEEMS PROPER.

(2)  WITHOUT REGARD TO THE CAPITAL AND SURPLUS REQUIREMENTS UNDER SUBSECTION (1) OF THIS SECTION, THE BOARD MAY GRANT TO A SAVINGS BANK THE LIMITED TRUST POWER TO ACT AS EXECUTOR, ADMINISTRATOR, CUSTODIAN, CONSERVATOR, GUARDIAN, OR TO SERVE AS A TESTAMENTARY TRUSTEE.

11­29­423.  Required security for trust creditors. (1)  BEFORE A SAVINGS BANK OR OUT­OF­STATE BANK HAS COMMENCED EXERCISING TRUST POWERS, IT SHALL DEPOSIT WITH THE STATE TREASURER SECURITIES OF PAR VALUE EQUAL TO NOT LESS THAN FIFTY PERCENT OF THE AMOUNT OF ITS CAPITAL OR FIVE HUNDRED THOUSAND DOLLARS, WHICHEVER IS LESS.

(2)  THE SECURITIES SHALL BE OBLIGATIONS OF THE UNITED STATES, OBLIGATIONS THAT ARE GUARANTEED FULLY AS TO PRINCIPAL AND INTEREST BY THE UNITED STATES, GENERAL OBLIGATIONS OF THIS STATE OR OF ANY POLITICAL SUBDIVISION OF THIS STATE, OR OTHER SECURITIES APPROVED BY THE COMMISSIONER AND SHALL BE HELD BY THE STATE TREASURER IN TRUST AS SECURITY FOR THE TRUST CREDITORS OF THE SAVINGS BANK.

(3)  THE STATE TREASURER MAY ACCEPT IN LIEU OF THE ACTUAL DEPOSIT OF SECURITIES A SAFEKEEPING RECEIPT FROM A DULY QUALIFIED DEPOSITORY INSTITUTION DESIGNATED BY THE STATE TREASURER, WHICH SAFEKEEPING RECEIPT SHALL ACKNOWLEDGE THE POSSESSION OF THE SECURITIES AND THAT THEY ARE HELD SUBJECT ONLY TO THE ORDER OF THE STATE TREASURER. THE EXISTENCE OF SUCH DEPOSIT AND THE AMOUNT SHALL BE CONSIDERED BY A COURT IN CONNECTION WITH THE REQUIREMENT OF THE COURT WITH RESPECT TO THE GIVING OF SECURITY BY THE SAVINGS BANK FOR THE DISCHARGE OF ITS OBLIGATIONS IN THE EXECUTION OF THE OFFICE OF EXECUTOR, ADMINISTRATOR, TRUSTEE, RECEIVER OR ASSIGNEE, CONSERVATOR, OR GUARDIAN OF ANY MINOR, INCOMPETENT PERSON, MENTAL INCOMPETENT, OR ANY PERSON SUBJECT TO CONSERVATORSHIP OR GUARDIANSHIP.

(4)  UPON THE DEPOSIT BEING MADE, THE STATE TREASURER SHALL ISSUE TO THE SAVINGS BANK A CERTIFICATE AND THE SECURITIES OR SAFEKEEPING RECEIPTS SHALL REMAIN ON DEPOSIT IN THE STATE TREASURY. THE STATE TREASURER SHALL PAY OVER TO THE SAVINGS BANK, AS SOON AS COLLECTED, THE INTEREST AND INCOME RECEIVED ON THE SECURITIES OR AUTHORIZE THE BANK TO COLLECT THE SAME FOR ITS OWN BENEFIT.

(5)  IF A SAVINGS BANK GOES INTO LIQUIDATION UNDER THIS ARTICLE, THE DEPOSIT SHALL BE RETURNED BY THE STATE TREASURER TO THE LIQUIDATING COMMITTEE OR LIQUIDATING AGENT APPOINTED BY THE SHAREHOLDERS OR MEMBERS OF THE SAVINGS BANK, TO BE APPLIED UNDER THE DIRECTION OF THE BOARD BY THE LIQUIDATING COMMITTEE OR LIQUIDATING AGENT. IF A RECEIVER IS APPOINTED FOR THE SAVINGS BANK, THE DEPOSIT OF SECURITIES SHALL BE RETURNED TO THE RECEIVER TO BE APPLIED AS THE COURT MAY ORDER. IF, UNDER A PLAN OF REORGANIZATION OF THE SAVINGS BANK, THE DEPOSIT OF SECURITIES IS ASSIGNED BY THE SAVINGS BANK TO A LIQUIDATING COMMITTEE, LIQUIDATING TRUSTEES, OR LIQUIDATING AGENTS, OR IF THE SECURITIES ARE TO BE LIQUIDATED BY THE SAVINGS BANK ITSELF, THE DEPOSIT OF SECURITIES UPON THE WRITTEN ORDER OF THE BOARD SHALL BE RETURNED TO THE LIQUIDATING COMMITTEE, LIQUIDATING TRUSTEES, LIQUIDATING AGENTS, OR SAVINGS BANK, TO BE APPLIED UNDER THE DIRECTION OF THE BOARD.

11­29­424.  Investment of funds or property held in trust by savings banks. (1)  FUNDS OR PROPERTY HELD BY A SAVINGS BANK AS FIDUCIARY AND AVAILABLE FOR INVESTMENT SHALL BE INVESTED AT THE TIME AND IN THE MANNER SPECIFIED BY THE AGREEMENT, INSTRUMENT, OR ORDER CREATING OR DEFINING THE TRUST OR OTHER CAPACITY IN WHICH THE SAVINGS BANK IS ACTING OR, WHERE THE SAVINGS BANK HOLDS THE FUNDS OR PROPERTY AS AGENT, AS DIRECTED OR PERMITTED BY THE SAVINGS BANK'S PRINCIPAL. IN THE ABSENCE OF INVESTMENT SPECIFICATIONS OR LIMITATIONS IN THE AGREEMENT, INSTRUMENT, OR ORDER, FUNDS OR PROPERTY HELD BY A SAVINGS BANK AS FIDUCIARY SHALL WITHIN A REASONABLE TIME BE INVESTED IN REAL OR PERSONAL PROPERTY, OF WHATEVER TYPE OR NATURE, AS AN ORDINARILY PRUDENT PERSON OF INTELLIGENCE AND INTEGRITY WHO IS A TRUSTEE OF THE MONEY OF OTHERS WOULD PURCHASE, IN THE EXERCISE OF REASONABLE CARE, JUDGMENT, AND DILIGENCE UNDER THE CONDITIONS EXISTING AT THE TIME OF PURCHASE, HAVING DUE REGARD, IN THE CASE OF A PURCHASE OF SECURITIES, FOR THE MANAGEMENT, REPUTATION, AND STABILITY OF THE ISSUER AND THE CHARACTER OF THE PARTICULAR SECURITIES.

(2)  EXCEPT AS OTHERWISE PROVIDED BY LAW, A COURT ORDER, OR THE AGREEMENT, INSTRUMENT, OR ORDER CREATING OR DEFINING THE TRUST, OR OTHER CAPACITY IN WHICH THE SAVINGS BANK IS ACTING OR WITH THE CONSENT OF ALL INTERESTED PARTIES OR THEIR REPRESENTATIVES, OR WHERE THE SAVINGS BANK HOLDS THE FUNDS OR PROPERTY AS AGENT, AS DIRECTED OR PERMITTED BY THE SAVINGS BANK'S PRINCIPAL, FUNDS OR PROPERTY HELD BY A SAVINGS BANK AS FIDUCIARY SHALL NOT BE INVESTED IN ANY SECURITIES OR OTHER PROPERTIES, REAL OR PERSONAL, PURCHASED FROM THE SAVINGS BANK IN ITS INDIVIDUAL CAPACITY OR FROM ANY AFFILIATE OF THE BANK.

(3)  NOTWITHSTANDING A STATUTORY OR COMMON LAW, EXCEPT WHEN THE AGREEMENT, INSTRUMENT, OR ORDER CREATING OR DEFINING THE TRUST OR OTHER CAPACITY IN WHICH THE SAVINGS BANK, OR THE SAVINGS BANK AND ONE OR MORE COFIDUCIARIES, IS ACTING, PROHIBITS THE INVESTMENT, A SAVINGS BANK, OR A SAVINGS BANK AND ONE OR MORE COFIDUCIARIES, MAY INVEST IN A REGISTERED INVESTMENT COMPANY FUNDS OR PROPERTY WITH RESPECT TO WHICH THE SAVINGS BANK, OR THE SAVINGS BANK AND ONE OR MORE COFIDUCIARIES, EXERCISES INVESTMENT DISCRETION, EVEN THOUGH EITHER OR BOTH OF THE FOLLOWING APPLY:

(a)  THE SAVINGS BANK OR AN AFFILIATE OF THE SAVINGS BANK PROVIDES SERVICES AS INVESTMENT ADVISER, SPONSOR, DISTRIBUTOR, MANAGER, CUSTODIAN, TRANSFER AGENT, REGISTRAR, OR OTHERWISE TO THE INVESTMENT COMPANY AND RECEIVES REASONABLE REMUNERATION FOR THOSE SERVICES;

(b)  THE SAVINGS BANK AS FIDUCIARY OWNS OR CONTROLS A MAJORITY OF THE VOTING SHARES OF THE INVESTMENT COMPANY OR A MAJORITY OF THE SHARES VOTED FOR THE ELECTION OF ITS DIRECTORS OR TRUSTEES OR THE SAVINGS BANK AS FIDUCIARY OTHERWISE CONTROLS THE ELECTION OF A MAJORITY OF ITS DIRECTORS OR TRUSTEES.

(4)  AS USED IN SUBSECTION (3) OF THIS SECTION, "REGISTERED INVESTMENT COMPANY" MEANS AN INVESTMENT COMPANY THAT IS REGISTERED UNDER THE FEDERAL "INVESTMENT COMPANY ACT OF 1940", TITLE I OF CHAPTER 686, 54 STAT. 789, 15 U.S.C. SECS. 80a­1 TO 80a­64.

(5)  FOR PURPOSES OF THIS SECTION, A SAVINGS BANK IS CONSIDERED TO BE HOLDING FUNDS OR PROPERTY IN A FIDUCIARY CAPACITY IF IT IS HOLDING THE ASSETS AS TRUSTEE, PERSONAL REPRESENTATIVE, CUSTODIAN, CONSERVATOR, GUARDIAN, AGENT, OR IN ANY OTHER FIDUCIARY CAPACITY.

11­29­425.  Operation of safe deposit and storage operations. (1)  A SAVINGS BANK MAY OPERATE A SAFE DEPOSIT AND STORAGE DEPARTMENT OR INVEST AN AMOUNT NOT EXCEEDING IN THE AGGREGATE FIFTEEN PERCENT OF ITS UNIMPAIRED CAPITAL AND SURPLUS, OR FIFTEEN PERCENT OF ITS TOTAL CAPITAL IN THE CASE OF A MUTUAL SAVINGS BANK, IN THE STOCK OF NOT MORE THAN ONE SAFE AND COLLATERAL DEPOSIT COMPANY ORGANIZED UNDER THE LAWS OF THIS STATE.

(2)  IF A SAVINGS BANK OPERATES A SAFE DEPOSIT AND STORAGE DEPARTMENT, THE LEGAL LIABILITY OF THE SAVINGS BANK ON ACCOUNT OF ANY LOSS TO A CUSTOMER SHALL NOT EXCEED THE SUM OF TEN THOUSAND DOLLARS FOR ANY ONE BOX OR COMPARTMENT, INCLUDING ALL PROPERTY ACCEPTED FOR STORAGE OUTSIDE OF THE BOX OR COMPARTMENT. THE SAVINGS BANK MAY CONTRACT WITH THE RENTER TO HAVE THE RENTER ASSUME ALL RISKS ARISING FROM THE USE OF THE BOX, COMPARTMENT, OR STORAGE.

(3)  THE SAVINGS BANK SHALL HAVE A LIEN FOR UNPAID RENTAL AND STORAGE CHARGES ON THE CONTENTS OF ANY BOX OR COMPARTMENT AND ANY PROPERTY ACCEPTED FOR STORAGE OUTSIDE OF THE BOX OR COMPARTMENT. IF THE CHARGES ARE NOT PAID WITHIN ONE YEAR FROM THE DATE OF ACCRUAL, THEN THE SAVINGS BANK MAY SELL THE PROPERTY AT PUBLIC AUCTION UPON LIKE NOTICE AS IS REQUIRED BY LAW FOR SALES ON EXECUTION.

(4)  AFTER RETAINING FROM THE PROCEEDS OF SALE THE AMOUNT OF ALL CHARGES DUE AND OWING AT THE TIME OF THE SALE AND THE REASONABLE EXPENSES OF THE SALE, THE SAVINGS BANK SHALL PAY ANY BALANCE TO THE PERSONS ENTITLED TO THE PROCEEDS. THE SAVINGS BANK MAY FAIRLY AND IN GOOD FAITH PURCHASE ALL OR PART OF THE PROPERTY AT THE SALE.

11­29­426.  Authority to lease, purchase, hold, and convey real estate. (1)  A SAVINGS BANK MAY LEASE, PURCHASE, HOLD, AND CONVEY REAL ESTATE FOR ANY OF THE FOLLOWING PURPOSES:

(a)  FOR THE CONVENIENT TRANSACTION OF ITS BUSINESS, INCLUDING WITH ITS BANKING OFFICES OTHER SPACE IN THE SAME BUILDINGS TO RENT AS LESSOR. WITHOUT THE APPROVAL OF THE BOARD, A SAVINGS BANK SHALL NOT INVEST IN PREMISES OF THE SAVINGS BANK OR IN THE STOCK, BONDS, DEBENTURES, OR OTHER OBLIGATIONS OF ANY CORPORATION HOLDING THE PREMISES OF THE SAVINGS BANK OR MAKE LOANS TO OR UPON THE SECURITY OF THE STOCK, BONDS, AND DEBENTURES OF ANY SUCH CORPORATION, IF THE AGGREGATE OF ALL INVESTMENTS AND LOANS, TOGETHER WITH THE AMOUNT OF ANY INDEBTEDNESS INCURRED IN CONNECTION WITH A BANK PREMISES REAL ESTATE TRANSACTION BY ANY SUCH CORPORATION THAT IS AN AFFILIATE OF THE SAVINGS BANK, EXCEEDS TWO­THIRDS OF THE CAPITAL AND SURPLUS OF THE STOCK SAVINGS BANK OR TWO­THIRDS OF THE TOTAL CAPITAL OF THE MUTUAL SAVINGS BANK;

(b)  AS PERMITTED UNDER SECTION 11­29­407;

(c)  FOR ALL PURPOSES WITH REGARD TO REAL ESTATE CONVEYED TO IT IN SATISFACTION OF DEBTS PREVIOUSLY CONTRACTED IN THE COURSE OF ITS BUSINESS;

(d)  FOR ALL PURPOSES WITH REGARD TO REAL ESTATE PURCHASED AT SALES UNDER JUDGMENTS, DECREES, OR MORTGAGES HELD BY THE SAVINGS BANK OR PURCHASED TO SECURE DEBTS DUE TO IT;

(e)  FOR ALL PURPOSES WITH REGARD TO REAL ESTATE LEGALLY OWNED BY THE SAVINGS BANK ON THE EFFECTIVE DATE OF THIS ARTICLE;

(f)  FOR ALL PURPOSES WITH REGARD TO REAL ESTATE CONVEYED TO IT UNDER SECTIONS 11­29­420 TO 11­29­ 425;

(g)  FOR ALL PURPOSES WITH REGARD TO REAL ESTATE ACQUIRED IN CONNECTION WITH THE PURCHASE BY THE SAVINGS BANK OF A LAND CONTRACT. AT THE TERMINATION OF A LAND CONTRACT, THE SAVINGS BANK SHALL DIVEST ITSELF OF THE REAL ESTATE WITHIN ONE YEAR AFTER TERMINATION OR SUCH ADDITIONAL PERIOD AS THE BOARD MAY APPROVE.

(h)  FOR ALL PURPOSES WITH REGARD TO REAL ESTATE ACQUIRED UPON THE SPECIFIC REQUEST AND FOR THE USE OF A CUSTOMER BY LEASE ARRANGEMENT WITH THE SAVINGS BANK. AT THE TERMINATION OF A LEASE, THE SAVINGS BANK SHALL DIVEST ITSELF OF THE REAL ESTATE WITHIN ONE YEAR AFTER TERMINATION OR SUCH ADDITIONAL PERIOD AS THE BOARD MAY APPROVE.

(i)  ANY OTHER PURPOSES AS MAY BE PERMITTED BY RULE OF THE BOARD.

(2)  REAL ESTATE SHALL BE CONVEYED UNDER THE CORPORATE SEAL OF THE SAVINGS BANK AND THE SIGNATURE OF THE OFFICERS AUTHORIZED BY ITS BOARD TO APPROVE THE CONVEYANCE.

(3)  REAL ESTATE ACQUIRED UNDER PARAGRAPHS (c) AND (d) OF SUBSECTION (1) OF THIS SECTION SHALL NOT BE HELD FOR A PERIOD LONGER THAN FIVE YEARS OR SUCH OTHER PERIOD AS APPROVED BY THE BOARD.

11­29­427.  Collection of interest. (1)  SAVINGS BANKS MAY COLLECT INTEREST AND CHARGES ON LOANS, INCLUDING OPEN­END CREDIT, AS FOLLOWS:

(a)  ON OBLIGATIONS PURCHASED BY THE SAVINGS BANK, THE SAVINGS BANK MAY CHARGE A DISCOUNT;

(b)  A SAVINGS BANK MAY CHARGE, COLLECT, AND RECEIVE INTEREST AND OTHER CHARGES IN THE SAME MANNER AND AT UP TO THE MAXIMUM RATE OR AMOUNT PERMITTED BY LAW FOR THE SAME TYPE OF LOANS MADE BY NATIONAL BANKING ASSOCIATIONS AUTHORIZED TO DO BUSINESS IN THIS STATE.

(2)  A SAVINGS BANK OR ANY OFFICER OR EMPLOYEE OF THE SAVINGS BANK SHALL NOT, DIRECTLY OR INDIRECTLY, TAKE OR RECEIVE MORE THAN THE RATE OF INTEREST ALLOWED BY LAW IN ADVANCE ON ITS LOANS AND DISCOUNTS.

(3)  EXCEPT AS OTHERWISE PROVIDED BY LAW, AN INVESTIGATION FEE OR HANDLING CHARGE IN CONNECTION WITH ANY TRANSACTION SHALL NOT BE CONSIDERED AS INTEREST.

(4)  A SAVINGS BANK MAY PAY INTEREST ON ANY DEPOSIT THAT IS PAYABLE ON DEMAND UNLESS RESTRICTED BY FEDERAL LAW.

11­29­428.  Acceptance of drafts or bills of exchange. (1)  A SAVINGS BANK MAY ACCEPT DRAFTS OR BILLS OF EXCHANGE DRAWN UPON IT HAVING NOT MORE THAN SIX MONTHS' SIGHT TO RUN, EXCLUSIVE OF DAYS OF GRACE, IF ONE OR MORE OF THE FOLLOWING APPLY:

(a)  THE DRAFTS OR BILLS OF EXCHANGE GROW OUT OF TRANSACTIONS INVOLVING THE IMPORTATION OR EXPORTATION OF GOODS;

(b)  THE DRAFTS OR BILLS OF EXCHANGE GROW OUT OF TRANSACTIONS INVOLVING THE DOMESTIC SHIPMENT OF GOODS;

(c)  THE DRAFTS OR BILLS OF EXCHANGE ARE SECURED AT THE TIME OF ACCEPTANCE BY A WAREHOUSE RECEIPT OR OTHER SUCH DOCUMENT CONVEYING OR SECURING TITLE COVERING READILY MARKETABLE STAPLES.

(2)  EXCEPT AS PROVIDED IN SUBSECTION (3) OF THIS SECTION, A SAVINGS BANK SHALL NOT ACCEPT BILLS OF EXCHANGE, OR BE OBLIGATED FOR A PARTICIPATION SHARE IN SUCH BILLS, IN AN AMOUNT EQUAL AT ANY TIME IN THE AGGREGATE TO MORE THAN ONE HUNDRED FIFTY PERCENT OF THE CAPITAL AND SURPLUS OF A STOCK SAVINGS BANK AND MORE THAN ONE HUNDRED FIFTY PERCENT OF THE TOTAL CAPITAL OF A MUTUAL SAVINGS BANK.

(3)  UNDER CONDITIONS AS THE BOARD MAY PRESCRIBE, THE BOARD MAY AUTHORIZE, BY RULE, A SAVINGS BANK TO ACCEPT BILLS OF EXCHANGE, OR BE OBLIGATED FOR A PARTICIPATION SHARE IN SUCH BILLS, IN AN AMOUNT NOT EXCEEDING AT ANY TIME IN THE AGGREGATE TWO HUNDRED PERCENT OF THE CAPITAL AND SURPLUS OF A STOCK SAVINGS BANK AND MORE THAN TWO HUNDRED PERCENT OF THE TOTAL CAPITAL OF A MUTUAL SAVINGS BANK.

(4)  NOTWITHSTANDING SUBSECTIONS (2) AND (3) OF THIS SECTION, WITH RESPECT TO ANY SAVINGS BANK, THE AGGREGATE ACCEPTANCES, INCLUDING OBLIGATIONS FOR A PARTICIPATION SHARE IN THE ACCEPTANCES, GROWING OUT OF DOMESTIC TRANSACTIONS SHALL NOT EXCEED FIFTY PERCENT OF THE AGGREGATE OF ALL ACCEPTANCES, INCLUDING OBLIGATIONS FOR A PARTICIPATION SHARE IN THE ACCEPTANCES, AUTHORIZED FOR THE SAVINGS BANK UNDER THIS SECTION.

(5)  A SAVINGS BANK SHALL NOT ACCEPT BILLS OF EXCHANGE, OR BE OBLIGATED FOR A PARTICIPATION SHARE IN SUCH BILLS, WHETHER IN A FOREIGN OR DOMESTIC TRANSACTION, FOR ANY ONE PERSON, PARTNERSHIP, CORPORATION, ASSOCIATION, OR OTHER ENTITY IN AN AMOUNT EQUAL AT ANY TIME IN THE AGGREGATE TO MORE THAN TEN PERCENT OF THE CAPITAL AND SURPLUS OF A STOCK SAVINGS BANK AND MORE THAN TEN PERCENT OF THE TOTAL CAPITAL OF A MUTUAL SAVINGS BANK, UNLESS THE SAVINGS BANK IS SECURED EITHER BY ATTACHED DOCUMENTS OR BY SOME OTHER ACTUAL SECURITY GROWING OUT OF THE SAME TRANSACTION AS THE ACCEPTANCE.

(6)  IF A SAVINGS BANK ISSUES AN ACCEPTANCE, THE LIMITATIONS OF THIS SECTION DO NOT APPLY TO THAT PORTION OF AN ACCEPTANCE THAT IS ISSUED BY THE SAVINGS BANK AND IS COVERED BY A PARTICIPATION AGREEMENT SOLD TO A BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR OTHER SAVINGS BANK.

11­29­429.  Limitations on total loans of savings banks ­ definitions. (1)  THE TOTAL LOANS AND EXTENSIONS OF CREDIT BY A STOCK SAVINGS BANK TO A PERSON AT NO TIME SHALL EXCEED FIFTEEN PERCENT OF THE CAPITAL AND SURPLUS OF THE STOCK SAVINGS BANK; EXCEPT THAT, UPON APPROVAL BY TWO­THIRDS VOTE OF ITS BOARD OF DIRECTORS, THE LIMIT MAY BE INCREASED NOT TO EXCEED TWENTY­FIVE PERCENT OF THE CAPITAL AND SURPLUS OF THE STOCK SAVINGS BANK.

(2)  THE TOTAL LOANS AND EXTENSIONS OF CREDIT BY A MUTUAL SAVINGS BANK TO A PERSON AT NO TIME SHALL EXCEED FIFTEEN PERCENT OF THE TOTAL CAPITAL OF THE MUTUAL SAVINGS BANK; EXCEPT THAT, UPON APPROVAL BY TWO­THIRDS VOTE OF ITS BOARD OF DIRECTORS, THE LIMIT MAY BE INCREASED NOT TO EXCEED TWENTY­FIVE PERCENT OF THE TOTAL CAPITAL OF THE MUTUAL SAVINGS BANK.

(3)  IF THE BOARD DETERMINES THAT THE INTERESTS OF A GROUP OF MORE THAN ONE PERSON, COPARTNERSHIP, ASSOCIATION, OR CORPORATION ARE SO INTERRELATED THAT THEY SHOULD BE CONSIDERED AS A UNIT FOR THE PURPOSE FOR WHICH CREDIT WAS EXTENDED, THE TOTAL LOANS AND EXTENSIONS OF CREDIT OF THAT GROUP ACQUIRED AT ANY TIME SHALL BE COMBINED AND CONSIDERED LOANS AND EXTENSIONS OF CREDIT ACQUIRED FROM ONE CUSTOMER IN APPLYING THE LIMITATIONS CONTAINED IN THIS SECTION AND SECTIONS 11­29­430 AND 11­29­431.

(4)  A SAVINGS BANK IS NOT CONSIDERED TO HAVE VIOLATED THIS SECTION AND SECTIONS 11­29­430 AND 11­29­431 SOLELY BY REASON OF THE FACT THAT THE INDEBTEDNESS OF A GROUP THEN HELD EXCEEDS THE LIMITATIONS OF THIS SECTION AND SECTIONS 11­29­430 AND 11­29­ 431 AT THE TIME OF A DETERMINATION BY THE BOARD THAT THE INDEBTEDNESS OF THAT GROUP SHALL BE COMBINED, BUT IF REQUIRED BY THE BOARD THE SAVINGS BANK SHALL MAKE A REASONABLE ATTEMPT TO DISPOSE OF INDEBTEDNESS OF THE GROUP IN THE AMOUNT IN EXCESS OF THE LIMITATIONS WITHIN A REASONABLE TIME DETERMINED BY THE BOARD.

(5)  THE LIMITATIONS UNDER SUBSECTIONS (1) AND (2) OF THIS SECTION SHALL NOT APPLY TO LOANS AND EXTENSIONS OF CREDIT DESCRIBED IN SECTIONS 11­29­430 AND 11­29­431.

(6)  AS USED IN THIS SECTION AND SECTIONS 11­29­430 AND 11­29­431:

(a)  "LOAN AND EXTENSION OF CREDIT" OR "LOAN OR EXTENSION OF CREDIT" INCLUDES ALL DIRECT OR INDIRECT ADVANCES OF FUNDS TO A PERSON MADE ON THE BASIS OF AN OBLIGATION OF THAT PERSON TO REPAY THE FUNDS OR REPAYABLE FROM SPECIFIC PROPERTY PLEDGED BY OR ON BEHALF OF THE PERSON. TO THE EXTENT SPECIFIED BY THE BOARD, LOAN AND EXTENSION OF CREDIT OR LOAN OR EXTENSION OF CREDIT INCLUDES ANY LIABILITY OF A SAVINGS BANK TO ADVANCE FUNDS TO OR ON BEHALF OF A PERSON UNDER A CONTRACTUAL COMMITMENT. SUCH TERM ALSO INCLUDES THE COST OF PURCHASE OF PERSONAL PROPERTY FOR THE PURPOSE OF LEASING THE PROPERTY TO A PERSON. LOAN AND EXTENSION OF CREDIT OR LOAN OR EXTENSION OF CREDIT DOES NOT INCLUDE INVESTMENT SECURITIES HELD BY A SAVINGS BANK UNDER SECTION 11­29­411;

(b)  "PERSON" MEANS AN INDIVIDUAL, PARTNERSHIP, ASSOCIATION, CORPORATION, GOVERNMENTAL ENTITY, OR ANY OTHER LEGAL ENTITY.

11­29­430.  Loans and extensions of credit not subject to capital and surplus limitations. (1)  ALL OF THE FOLLOWING LOANS AND EXTENSIONS OF CREDIT ARE NOT SUBJECT TO A LIMITATION BASED UPON CAPITAL AND SURPLUS, OR TOTAL CAPITAL UNDER SECTION 11­29­429 OR 11­29­431:

(a)  A LOAN OR EXTENSION OF CREDIT ARISING FROM THE DISCOUNT OF COMMERCIAL OR BUSINESS PAPER EVIDENCING AN OBLIGATION TO THE PERSON NEGOTIATING IT WITH RECOURSE;

(b)  THE PURCHASE OF BANKER'S ACCEPTANCES OF ANOTHER BANK OF THE KIND DESCRIBED IN PARAGRAPH 7 OF SECTION 13 OF THE FEDERAL RESERVE ACT;

(c)  A LOAN OR EXTENSION OF CREDIT TO A FINANCIAL INSTITUTION OR TO A RECEIVER, CONSERVATOR, OR ANY OTHER AGENT OR SUPERVISING AUTHORITY IN CHARGE OF THE BUSINESS AND PROPERTY OF THE FINANCIAL INSTITUTION, WHEN THE LOAN OR EXTENSION OF CREDIT IS APPROVED BY THE BOARD;

(d)  A LOAN OR EXTENSION OF CREDIT TO A CUSTOMER, SECURED OR COVERED BY GUARANTEES OR BY COMMITMENTS OR AGREEMENTS TO TAKE OVER OR TO PURCHASE THE LOAN OR EXTENSION OF CREDIT, MADE BY A FEDERAL RESERVE BANK OR BY THE UNITED STATES, OR A DEPARTMENT, BUREAU, BOARD, COMMISSION, OR ESTABLISHMENT OF THE UNITED STATES, INCLUDING A CORPORATION WHOLLY OWNED DIRECTLY OR INDIRECTLY BY THE UNITED STATES;

(e)  A LOAN OR EXTENSION OF CREDIT FROM ONE BUSINESS DAY TO THE NEXT TO A BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR SAVINGS BANK OF EXCESS RESERVE BALANCES FROM TIME TO TIME MAINTAINED UNDER SECTION 19 OF THE FEDERAL RESERVE ACT;

(f)  A LOAN OR EXTENSION OF CREDIT SECURED BY BONDS, NOTES, CERTIFICATES OF INDEBTEDNESS, OR TREASURY BILLS OF THE UNITED STATES OR BY OTHER OBLIGATIONS FULLY GUARANTEED AS TO PRINCIPAL AND INTEREST BY THE UNITED STATES;

(g)  A LOAN OR EXTENSION OF CREDIT SECURED BY A LOAN AGREEMENT BETWEEN A LOCAL PUBLIC AGENCY OR A PUBLIC HOUSING AGENCY AND AN INSTRUMENTALITY OF THE UNITED STATES PURSUANT TO FEDERAL HOUSING LEGISLATION UNDER WHICH FUNDS WILL BE PROVIDED FOR PAYMENT OF THE OBLIGATION SECURED BY THE LOAN AGREEMENT;

(h)  A LOAN OR EXTENSION OF CREDIT ARISING FROM SECURITIES PURCHASED UNDER AN AGREEMENT TO RESELL;

(i)  A LOAN OR EXTENSION OF CREDIT TO THE STUDENT LOAN MARKETING ASSOCIATION;

(j)  A LOAN OR EXTENSION OF CREDIT FULLY SECURED BY A SEGREGATED DEPOSIT ACCOUNT IN THE LENDING SAVINGS BANK;

(k)  A LOAN OR EXTENSION OF CREDIT ARISING FROM THE ACCEPTANCE BY A SAVINGS BANK OF DRAFTS OR BILLS OF EXCHANGE DRAWN UPON THE SAVINGS BANK, OR A SAVINGS BANK'S PARTICIPATION IN DRAFTS OR BILLS OF EXCHANGE DRAWN UPON AND ACCEPTED BY A BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR SAVINGS BANK UNDER SECTION 11­29­431.

11­29­431.  Limitations based on capital and surplus. (1)  ALL OF THE FOLLOWING LIMITATIONS BASED UPON CAPITAL AND SURPLUS SHALL APPLY:

(a)  LOANS AND EXTENSIONS OF CREDIT TO A CUSTOMER SECURED BY BILLS OF LADING, WAREHOUSE RECEIPTS, OR SIMILAR DOCUMENTS TRANSFERRING OR SECURING TITLE TO READILY MARKETABLE STAPLES SHALL BE SUBJECT TO A LIMITATION OF THIRTY PERCENT OF CAPITAL AND SURPLUS OF A STOCK SAVINGS BANK, OR THIRTY PERCENT OF TOTAL CAPITAL OF A MUTUAL SAVINGS BANK, IF THE VALUE OF THE STAPLES SECURING THE LOANS OR EXTENSIONS OF CREDIT AT ALL TIMES EQUALS OR EXCEEDS ONE HUNDRED FIFTEEN PERCENT OF THE OUTSTANDING AMOUNT OF THE LOANS OR EXTENSIONS OF CREDIT. THE STAPLES SHALL BE FULLY COVERED BY INSURANCE IF IT IS CUSTOMARY TO INSURE THE STAPLES.

(b)  LOANS OR EXTENSIONS OF CREDIT TO A CUSTOMER SECURED BY SHIPPING DOCUMENTS OR INSTRUMENTS TRANSFERRING OR SECURING TITLE COVERING LIVESTOCK, OR GIVING A LIEN ON LIVESTOCK, IF THE VALUE OF THE LIVESTOCK SECURING THE OBLIGATION IS NOT AT ANY TIME LESS THAN ONE HUNDRED FIFTEEN PERCENT OF THE FACE AMOUNT OF THE NOTES COVERED, SHALL BE SUBJECT TO A LIMITATION OF THIRTY PERCENT OF CAPITAL AND SURPLUS OF A STOCK SAVINGS BANK, OR THIRTY PERCENT OF TOTAL CAPITAL OF A MUTUAL SAVINGS BANK. LOANS OR EXTENSIONS OF CREDIT ARISING FROM THE DISCOUNT BY DEALERS IN DAIRY CATTLE OF PAPER GIVEN IN PAYMENT FOR DAIRY CATTLE, WHICH PAPER CARRIES A FULL RECOURSE INDORSEMENT OR UNCONDITIONAL GUARANTEE OF THE SELLER AND WHICH ARE SECURED BY THE CATTLE BEING SOLD, SHALL BE SUBJECT TO A LIMITATION OF THIRTY PERCENT OF CAPITAL AND SURPLUS.

(c)  LOANS OR EXTENSIONS OF CREDIT ARISING FROM THE DISCOUNT OF NEGOTIABLE OR NONNEGOTIABLE INSTALLMENT CONSUMER PAPER THAT CARRIES A FULL RECOURSE ENDORSEMENT OR UNCONDITIONAL GUARANTEE BY A PERSON TRANSFERRING THE PAPER, SHALL BE SUBJECT TO A LIMITATION OF THIRTY PERCENT OF CAPITAL AND SURPLUS OF A STOCK SAVINGS BANK OR THIRTY PERCENT OF TOTAL CAPITAL OF A MUTUAL SAVINGS BANK. IF THE SAVINGS BANK'S FILES OR THE KNOWLEDGE OF ITS OFFICERS OF THE FINANCIAL CONDITION OF EACH MAKER OF THE CONSUMER PAPER IS REASONABLY ADEQUATE, AND AN OFFICER OF THE SAVINGS BANK DESIGNATED FOR THAT PURPOSE BY THE BOARD OF DIRECTORS OF THE SAVINGS BANK CERTIFIES IN WRITING THAT THE SAVINGS BANK IS RELYING PRIMARILY UPON THE RESPONSIBILITY OF EACH MAKER FOR THE PAYMENT OF THE LOANS OR EXTENSIONS OF CREDIT, THE LIMITATIONS OF THIS SECTION AS TO THE LOANS AND EXTENSIONS OF CREDIT OF EACH MAKER SHALL BE THE SOLE APPLICABLE LOAN LIMITATION. THE CERTIFICATION SHALL BE RETAINED AS PART OF THE RECORDS OF THE SAVINGS BANK.

PART 5

REGULATION

11­29­501.  Stock savings bank capital deficiencies. (1)  A STOCK SAVINGS BANK WHOSE CAPITAL, IN THE OPINION OF THE BOARD, HAS BECOME IMPAIRED BY LOSSES OR OTHERWISE, WITHIN TWO MONTHS AFTER RECEIVING NOTICE OF IMPAIRMENT FROM THE BOARD, SHALL CORRECT THE DEFICIENCY IN THE CAPITAL BY AN ASSESSMENT UPON THE SHAREHOLDERS PRO RATA ON THE AMOUNT OF CAPITAL STOCK HELD BY EACH. IF A STOCK SAVINGS BANK FAILS TO RESTORE ITS CAPITAL WITHIN TWO MONTHS AFTER RECEIVING NOTICE FROM THE BOARD OR, WITHIN THE SAME PERIOD, FAILS TO TAKE STEPS TO LIQUIDATE ITS BUSINESS AND AFFAIRS, A RECEIVER MAY BE APPOINTED FOR THE SAVINGS BANK UNDER THIS ARTICLE. THE BOARD, IN ITS DISCRETION, MAY GRANT EXTENSIONS OF TIME AS THE BOARD CONSIDERS ADVISABLE IN ORDER TO ALLOW THE SAVINGS BANK TO MEET THE DEFICIENCY IN THE CAPITAL.

(2)  IF ANY PART OF THE CAPITAL OF A SAVINGS BANK CONSISTS OF PREFERRED STOCK, THE DETERMINATION OF WHETHER OR NOT THE CAPITAL OF THE SAVINGS BANK IS IMPAIRED AND THE AMOUNT OF IMPAIRMENT SHALL BE BASED UPON THE PAR VALUE OF ITS STOCK EVEN THOUGH THE AMOUNT THAT THE HOLDERS OF THE PREFERRED STOCK SHALL BE ENTITLED TO RECEIVE IN THE EVENT OF RETIREMENT OR LIQUIDATION SHALL BE IN EXCESS OF THE PAR VALUE OF THE PREFERRED STOCK.

(3)  THE DIRECTORS OF A SAVINGS BANK WHOSE CAPITAL HAS BECOME IMPAIRED BY LOSSES OR OTHERWISE SHALL LEVY WITHIN THE TWO­MONTH PERIOD AN ASSESSMENT UPON THE STOCK OF THE SAVINGS BANK TO REPAIR THE DEFICIENCY, AND GIVE NOTICE OF THE ACTION OF THE BOARD AND THE AMOUNT OF THE ASSESSMENT THAT EACH SHAREHOLDER SHALL PAY FOR THE PURPOSE OF MAKING GOOD THE DEFICIENCY TO EACH SHAREHOLDER BY WRITTEN NOTICE PERSONALLY SERVED OR MAILED TO THE SHAREHOLDER AT SUCH SHAREHOLDER'S LAST­KNOWN ADDRESS AS APPEARS FROM THE RECORDS OF THE SAVINGS BANK.

(4)  IF THE ASSESSMENT IS LEVIED BY THE DIRECTORS AND A SHAREHOLDER REFUSES OR NEGLECTS TO PAY THE ASSESSMENT UNDER THIS SECTION WITHIN THIRTY DAYS AFTER THE DATE OF THE NOTICE OF THE AMOUNT TO BE PAID, THE DIRECTORS OF THE SAVINGS BANK SHALL SELL THE STOCK OF THE SHAREHOLDER TO THE HIGHEST BIDDER AT EITHER PUBLIC OR PRIVATE SALE IN THE MANNER PROVIDED FOR THE DISPOSITION OF COLLATERAL UNDER SECTION 4­9­504, C.R.S.

(5)  A SALE OF STOCK UNDER THIS SECTION SHALL EFFECT AN ABSOLUTE CANCELLATION OF THE OUTSTANDING CERTIFICATES EVIDENCING THE STOCK SOLD AND MAKE THE CERTIFICATES NULL AND VOID AND NEW CERTIFICATES SHALL BE ISSUED BY THE SAVINGS BANK TO THE NEW PURCHASER. OUT OF THE PROCEEDS OF THE STOCKS SOLD, THE DIRECTORS SHALL PAY THE NECESSARY COSTS OF SALE AND THE AMOUNT OF ASSESSMENT LEVIED ON THE STOCKS AND ANY REMAINING BALANCE SHALL BE PAID TO THE PERSON WHOSE STOCK HAS BEEN SOLD.

(6)  THE HOLDERS OF PREFERRED STOCK SHALL NOT BE LIABLE FOR ASSESSMENTS TO RESTORE IMPAIRMENT IN THE CAPITAL OF A SAVINGS BANK.

11­29­502.  Personal liability of savings bank officials for violations of law. IF THE DIRECTORS OR OFFICERS OF A SAVINGS BANK KNOWINGLY VIOLATE OR KNOWINGLY PERMIT ANY OF THE AGENTS, OFFICERS, OR DIRECTORS OF A SAVINGS BANK TO VIOLATE THIS ARTICLE OR RULES OF THE BOARD MADE UNDER THIS ARTICLE, THOSE DIRECTORS OR OFFICERS SHALL BE LIABLE IN THEIR INDIVIDUAL CAPACITY FOR ALL DAMAGES THAT THE SAVINGS BANK, ANY SHAREHOLDER, OR ANY OTHER PERSON SUSTAINS IN CONSEQUENCE OF THE VIOLATION. ANY ACTION TO RECOVER DAMAGES SHALL BE BROUGHT WITHIN THREE YEARS AFTER THE TIME OF THE VIOLATION.

11­29­503.  Savings bank officials not to act as agents in sale of securities. AN OFFICER OR EMPLOYEE OF A SAVINGS BANK, IN SUCH PERSON'S INDIVIDUAL CAPACITY, SHALL NOT ACT AS AGENT IN THE SALE OF STOCK OR OTHER SECURITIES TO ANOTHER PERSON, OR RECEIVE DIRECTLY OR INDIRECTLY ANY CONSIDERATION OR COMMISSION RESULTING FROM THE SALE OF STOCK OR OTHER SECURITIES BY OTHERS TO THE SAVINGS BANK OF WHICH SUCH PERSON IS EMPLOYED.

11­29­504.  Prohibition on receipt of consideration or gratuity in return for procuring loan. AN OFFICER, DIRECTOR, OR EMPLOYEE OF A SAVINGS BANK SHALL NOT RECEIVE ANY CONSIDERATION OR GRATUITY FROM A BORROWER FOR PROCURING A LOAN FROM THE SAVINGS BANK.

11­29­505.  Bonding requirement for savings bank employees. (1)  THE BOARD OF DIRECTORS SHALL REQUIRE EVERY EMPLOYEE CONCERNED IN THE HANDLING OF MONEY, ACCOUNTS, OR SECURITIES OF THE SAVINGS BANK, WHO CAN BE BONDED, TO BE BONDED BY A SURETY COMPANY AUTHORIZED TO DO BUSINESS IN THIS STATE IN AN AMOUNT DETERMINED BY THE BOARD OF DIRECTORS. A SURETY BOND MAY COVER ONE OR MORE EMPLOYEES. THE SAVINGS BANK SHALL PAY FOR ANY SURETY BONDS REQUIRED OF ITS EMPLOYEES.

(2)  THE BOARD SHALL REQUIRE EVERY SAVINGS BANK TO PROVIDE REASONABLE PROTECTION AND INDEMNITY AGAINST BURGLARY, DEFALCATION, AND OTHER REASONABLY REQUIRED INSURABLE LOSSES. WHENEVER A SAVINGS BANK REFUSES TO COMPLY WITH THE REQUIREMENTS OF THIS SECTION, THE BOARD MAY CONTRACT FOR THE PROTECTION AND INDEMNITY AND CHARGE THE COSTS TO THE SAVINGS BANK. IF THE CHARGE IS NOT PAID, THE BOARD SHALL COLLECT THE COSTS IN AN ACTION INSTITUTED BY THE ATTORNEY GENERAL.

11­29­506.  Reports from savings banks. (1)  THE BOARD MAY REQUIRE REPORTS FROM A SAVINGS BANK WHENEVER, IN THE BOARD'S JUDGMENT, THEY ARE NECESSARY TO INFORM THE BOARD FULLY AS TO THE CONDITION OF THE SAVINGS BANK. THE BOARD MAY REQUIRE PUBLICATION OF REPORTS AND PROOF OF PUBLICATION BY A DATE DETERMINED BY THE BOARD IN THE MANNER AND FORM AS THE BOARD MAY PRESCRIBE; EXCEPT THAT THE BOARD SHALL GIVE A BANK AT LEAST THIRTY DAYS' WRITTEN NOTICE OF THE DATE REQUIRED FOR THE PUBLICATION OF REPORTS.

(2)  A SAVINGS BANK THAT DOES NOT MAKE AND TRANSMIT TO THE BOARD A REPORT REQUIRED BY THIS SECTION SHALL BE SUBJECT TO A PENALTY OF ONE HUNDRED DOLLARS FOR EACH DAY AFTER THE DATE OF MAKING THE REPORT. ALL PENALTIES COLLECTED SHALL BE TRANSMITTED TO THE STATE TREASURER, WHO SHALL CREDIT THE SAME TO THE SAVINGS BANK CASH FUND CREATED IN SECTION 11­29­210 (1) (b). IF A SAVINGS BANK DELAYS OR REFUSES TO PAY THE PENALTY, THE BOARD MAY MAINTAIN AN ACTION AGAINST THE DELINQUENT SAVINGS BANK FOR THE RECOVERY OF THE PENALTY.

11­29­507.  Withdrawals of funds during course of savings bank emergency. NOTWITHSTANDING ANY OTHER PROVISION OF LAW, THE BOARD OF DIRECTORS OF A SAVINGS BANK, WITH THE APPROVAL OF THE BOARD, MAY REGULATE AND PRESCRIBE THE TERMS, CONDITIONS, BYLAWS, AND RULES UNDER WHICH DEPOSITS, OTHER FUNDS, AND ASSETS MAY BE RECEIVED, CONSERVED, PAID OUT, WITHDRAWN, OR OTHERWISE DISPOSED OF WHENEVER IN THE OPINION OF THE BOARD AN EMERGENCY EXISTS IN THE AFFAIRS OF A SAVINGS BANK AND THE ACTION IS ADVISABLE TO CONSERVE, SAFEGUARD, AND PROTECT DEPOSITORS, BORROWERS, DEPOSITS, MONEYS, FUNDS, ASSETS, AND THE BUSINESS OF THE SAVINGS BANK AND ALL PARTIES IN INTEREST, INCLUDING THE PUBLIC.

11­29­508.  Limits on deposits in other financial institutions. EXCEPT WHERE REQUIRED OR PERMITTED UNDER THE FEDERAL RESERVE ACT, OR THE FEDERAL "HOME LOAN BANK ACT", CHAPTER 522, 47 STAT. 725, A SAVINGS BANK SHALL NOT DEPOSIT AN AMOUNT IN EXCESS OF TEN PERCENT OF THE CAPITAL AND SURPLUS OF A STOCK SAVINGS BANK, OR TEN PERCENT OF THE TOTAL CAPITAL OF A MUTUAL SAVINGS BANK, WITH ANY OTHER SAVINGS BANK, STATE CHARTERED BANK, ASSOCIATION, OR NATIONAL BANK. A SAVINGS BANK MAY DEPOSIT AN AMOUNT NOT TO EXCEED FIFTEEN PERCENT OF THE CAPITAL AND SURPLUS OF A STOCK SAVINGS BANK, OR FIFTEEN PERCENT OF THE TOTAL CAPITAL OF A MUTUAL SAVINGS BANK, IN ANY LEGAL DEPOSITORY IN A RESERVE CITY DESIGNATED BY THE BOARD.

11­29­509.  Transfer of assets after insolvency. A TRANSFER OF ANY ASSETS OF A SAVINGS BANK TO ITS SHAREHOLDERS OR MEMBERS, OR TO ITS CREDITORS MADE AFTER THE COMMISSION OF AN ACT OF INSOLVENCY OR MADE IN CONTEMPLATION OF INSOLVENCY, WITH A VIEW TO PREVENTING THE APPLICATION OF ITS ASSETS IN THE MANNER PRESCRIBED BY THIS ARTICLE, OR WITH A VIEW TO THE PREFERENCE OF ONE CREDITOR OVER ANOTHER, IS NULL AND VOID.

11­29­510.  Requirement of property and casualty insurance to receive loan. (1)  EXCEPT AS PROVIDED IN SUBSECTION (2) OF THIS SECTION, A SAVINGS BANK THAT REQUIRES A MORTGAGOR TO MAINTAIN PROPERTY OR CASUALTY INSURANCE AS A CONDITION TO RECEIVING A MORTGAGE LOAN SHALL NOT REQUIRE THE AMOUNT OF THE PROPERTY OR CASUALTY INSURANCE TO BE GREATER THAN THE REPLACEMENT COST OF THE MORTGAGED BUILDING OR BUILDINGS.

(2)  A SAVINGS BANK MAY REQUIRE AN AMOUNT OF PROPERTY OR CASUALTY INSURANCE THAT IS REQUIRED OF THE SAVINGS BANK AS A CONDITION OF A SALE, TRANSFER, OR ASSIGNMENT OF ALL OR PART OF THE MORTGAGE TO A THIRD PARTY. THIS SUBSECTION (2) DOES NOT REQUIRE THAT THE SAVINGS BANK ANTICIPATE A SALE, TRANSFER, OR ASSIGNMENT AT THE TIME THE MORTGAGE LOAN IS MADE.

11­29­511.  Overdrafts. (1)  AN OVERDRAFT EXISTING FOR NINETY DAYS SHALL BE CHARGED OFF TO THE PROFIT AND LOSS ACCOUNT OF THE SAVINGS BANK AT THE EXPIRATION OF THAT TIME.

(2)  A DIRECTOR OR EXECUTIVE OFFICER OF A SAVINGS BANK SHALL NOT KNOWINGLY OVERDRAW THE DIRECTOR OR EXECUTIVE OFFICER'S ACCOUNT.

(3)  ALL DEBTS DUE TO A SAVINGS BANK ON WHICH INTEREST IS PAST DUE AND UNPAID FOR A PERIOD OF SIX MONTHS, UNLESS THE DEBTS ARE WELL SECURED AND IN PROCESS OF COLLECTION OR THE DEBTS CONSTITUTE CLAIMS AGAINST SOLVENT ESTATES IN PROBATE, SHALL BE CHARGED OFF TO THE RESERVE FOR BAD DEBTS OR THE PROFIT AND LOSS ACCOUNT OF THE SAVINGS BANK AT THE EXPIRATION OF THAT TIME.

PART 6

RECEIVERSHIPS AND CONSERVATORSHIPS

11­29­601.  Appointment of receivers. (1)  IF A SAVINGS BANK HAS REFUSED TO PAY ITS DEPOSITS OR OBLIGATIONS IN ACCORDANCE WITH THE TERMS UNDER WHICH THE DEPOSITS OR OBLIGATIONS WERE INCURRED, OR, WHENEVER A SAVINGS BANK BECOMES INSOLVENT, HAS REFUSED TO SUBMIT ITS BOOKS, PAPERS, AND RECORDS FOR INSPECTION BY THE BOARD, OR APPEARS TO THE BOARD TO BE IN AN UNSAFE OR UNSOUND CONDITION OR THE APPOINTMENT OF A CONSERVATOR IS REQUIRED UNDER SECTION 11­29­204 (5), THE BOARD SHALL EITHER APPOINT A CONSERVATOR UNDER SECTION 11­29­605 WITH THE ATTORNEY GENERAL REPRESENTING THE DIVISION OR SHALL APPLY TO THE DISTRICT COURT FOR THE COUNTY IN WHICH THE SAVINGS BANK IS LOCATED FOR THE APPOINTMENT OF A RECEIVER FOR THE SAVINGS BANK.

(2)  IN A PROCEEDING FOR THE APPOINTMENT OF A RECEIVER, THE BOARD SHALL REQUEST THAT THE COURT APPOINT THE FEDERAL DEPOSIT INSURANCE CORPORATION AS THE RECEIVER IF THE DEPOSITS IN THE SAVINGS BANK ARE INSURED TO ANY EXTENT BY THAT CORPORATION. (3)  THE COURT MAY ACT UPON THE APPLICATION WITHOUT NOTICE TO ANY PERSON BUT IF AT ANY TIME IT APPEARS TO THE COURT THAT NONE OF THE CLAIMED REASONS FOR RECEIVERSHIP DID IN FACT EXIST, THE RECEIVERSHIP SHALL BE DISSOLVED AND THE PROCEEDINGS TERMINATED.

(4)  IF THE FEDERAL DEPOSIT INSURANCE CORPORATION ACCEPTS THE APPOINTMENT AS RECEIVER, IT MAY ACT WITHOUT BOND.

11­29­602.  Powers of receivers of savings banks. (1)  SUBJECT TO COURT APPROVAL, A RECEIVER MAY DO ANY OF THE FOLLOWING:

(a)  TAKE POSSESSION OF THE BOOKS, RECORDS, AND ASSETS OF THE SAVINGS BANK AND COLLECT ALL DEBTS, DUES, AND CLAIMS BELONGING TO THE SAVINGS BANK;

(b)  SUE AND DEFEND, COMPROMISE, AND SETTLE ALL CLAIMS INVOLVING THE SAVINGS BANK;

(c)  SELL ANY REAL AND PERSONAL PROPERTY;

(d)  EXERCISE ALL FIDUCIARY FUNCTIONS OF THE SAVINGS BANK AS OF THE DATE OF THE COMMENCEMENT OF THE RECEIVERSHIP;

(e)  PAY ALL EXPENSES OF THE RECEIVERSHIP, WHICH EXPENSES SHALL BE A FIRST CHARGE UPON THE ASSETS OF THE SAVINGS BANK AND BE FULLY PAID BEFORE ANY FINAL DISTRIBUTION OR PAYMENT OF DIVIDENDS TO CREDITORS OR SHAREHOLDERS;

(f)  PAY, RATABLY, ANY DEBT OF THE SAVINGS BANK; EXCEPT THAT DEBTS NOT EXCEEDING FIFTY DOLLARS MAY BE PAID IN FULL BUT THE HOLDERS OF SUCH DEBTS SHALL NOT BE ENTITLED TO INTEREST ON THE DEBTS;

(g)  REPAY, RATABLY, ANY AMOUNT THAT MAY HAVE BEEN PAID IN BY A SHAREHOLDER BY REASON OF ASSESSMENTS MADE UPON THE STOCK OF THE SAVINGS BANK BY ORDER OF THE BOARD IN ACCORDANCE WITH THIS ARTICLE;

(h)  PAY, RATABLY, TO THE SHAREHOLDERS OR MEMBERS OF THE SAVINGS BANK IN PROPORTION TO THE NUMBER OF SHARES OR MEMBERSHIP INTERESTS HELD AND OWNED THE BALANCE OF THE NET ASSETS OF THE SAVINGS BANK AFTER PAYMENT OR PROVISION FOR PAYMENTS AS PROVIDED UNDER PARAGRAPHS (e), (f), AND (g) OF THIS SUBSECTION (1);

(i)  BORROW MONEY AS MAY BE NECESSARY OR EXPEDIENT IN AIDING THE LIQUIDATION OF THE SAVINGS BANK AND TO SECURE THE BORROWINGS BY THE PLEDGE, HYPOTHECATION, OR MORTGAGE OF THE ASSETS OF THE SAVINGS BANK;

(j)  EXERCISE OTHER POWERS AND DUTIES AS MAY BE PROVIDED BY THE COURT UNDER THE LAWS OF THIS STATE APPLICABLE TO THE APPOINTMENT OF RECEIVERS.

(2)  THE RECEIVER FROM TIME TO TIME SHALL REPORT TO THE BOARD WITH RESPECT TO ALL OF THE RECEIVER'S ACTS AND PROCEEDINGS IN CONNECTION WITH THE RECEIVERSHIP.

11­29­603.  Receivership provisions of this article exclusive with respect to savings bank receiverships. THE FULL AND EXCLUSIVE PROCEDURES FOR THE LIQUIDATION OF A SAVINGS BANK UNDER THIS ARTICLE SHALL BE THE PROCEDURES PRESCRIBED IN THIS ARTICLE, AND A RECEIVER OR OTHER LIQUIDATING AGENT SHALL NOT BE APPOINTED FOR SUCH PURPOSE OR FOR ANY SAVINGS BANK OR ITS ASSETS AND PROPERTY EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE.

11­29­604.  Federal deposit insurance corporation as receiver. (1)  IF A SAVINGS BANK HAS BEEN CLOSED AND PLACED IN RECEIVERSHIP AND THE FEDERAL DEPOSIT INSURANCE CORPORATION PAYS OR MAKES AVAILABLE FOR PAYMENT THE INSURED DEPOSIT LIABILITIES OF THE CLOSED SAVINGS BANK, THE CORPORATION, WHETHER OR NOT IT HAS BECOME RECEIVER OF THE SAVINGS BANK, BECOMES SUBROGATED TO ALL OF THE RIGHTS OF THE OWNERS OF THE DEPOSITS AGAINST THE CLOSED SAVINGS BANK IN THE SAME MANNER AND TO THE SAME EXTENT AS SUBROGATION OF THE CORPORATION IS PROVIDED FOR IN THE FEDERAL RESERVE ACT, IN THE CASE OF THE CLOSING OF A NATIONAL BANKING ASSOCIATION.

(2)  THE RIGHTS OF DEPOSITORS AND OTHER CREDITORS OF THE CLOSED SAVINGS BANK SHALL BE DETERMINED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE LAWS OF THIS STATE.

11­29­605.  Conservators of savings banks. (1)  IF ANY OF THE GROUNDS SET FORTH IN SECTION 11­29­601 AUTHORIZING THE APPOINTMENT OF A RECEIVER EXIST OR WHENEVER THE BOARD CONSIDERS IT NECESSARY IN ORDER TO CONSERVE THE ASSETS OF A SAVINGS BANK FOR THE BENEFIT OF THE DEPOSITORS AND OTHER CREDITORS, THE BOARD MAY APPOINT A CONSERVATOR FOR THE SAVINGS BANK AND REQUIRE OF THE CONSERVATOR A BOND AND SECURITY AS THE BOARD CONSIDERS NECESSARY.

(2)  THE BOARD MAY APPOINT AS CONSERVATOR ONE OF THE EXAMINERS OF THE DIVISION OR SOME OTHER COMPETENT AND DISINTERESTED PERSON. THE DIVISION SHALL BE REIMBURSED OUT OF THE ASSETS OF THE CONSERVATORSHIP FOR ALL SUMS EXPENDED BY IT IN CONNECTION WITH THE CONSERVATORSHIP AS EXPENSES OR OTHERWISE.

(3)  ALL EXPENSES OF A CONSERVATORSHIP SHALL BE PAID OUT OF THE ASSETS OF THE SAVINGS BANK, UPON APPROVAL OF THE BOARD. THE EXPENSES SHALL BE A FIRST CHARGE UPON THE ASSETS AND SHALL BE FULLY PAID BEFORE ANY FINAL DISTRIBUTION OR PAYMENT OF DIVIDENDS TO CREDITORS, SHAREHOLDERS, OR MEMBERS.

(4)  THE CONSERVATOR, UNDER THE DIRECTION OF THE BOARD, SHALL TAKE POSSESSION OF THE BOOKS, RECORDS, AND ASSETS OF THE SAVINGS BANK AND TAKE SUCH ACTION AS MAY BE NECESSARY TO CONSERVE THE ASSETS OF THE SAVINGS BANK PENDING FURTHER DISPOSITION OF ITS BUSINESS AS PROVIDED BY LAW. THE CONSERVATOR SHALL HAVE ALL THE RIGHTS, POWERS, AND PRIVILEGES OF RECEIVERS OF BANKS APPOINTED UNDER THIS ARTICLE AND SHALL BE SUBJECT TO THE OBLIGATIONS AND PENALTIES, NOT INCONSISTENT WITH THIS ARTICLE WITH RESPECT TO CONSERVATORS, TO WHICH RECEIVERS ARE SUBJECT. DURING THE TIME THAT THE CONSERVATOR REMAINS IN POSSESSION OF THE SAVINGS BANK, THE RIGHTS OF ALL PARTIES WITH RESPECT TO THE SAVINGS BANK, SUBJECT TO OTHER PROVISIONS OF THIS ARTICLE WITH RESPECT TO CONSERVATORS, SHALL BE THE SAME AS IF A RECEIVER HAD BEEN APPOINTED. THE CONSERVATOR MAY EXECUTE THE DISCHARGE OF ANY REAL ESTATE MORTGAGE HELD AS PART OF THE ASSETS OF THE SAVINGS BANK.

(5)  WHILE A SAVINGS BANK IS IN THE HANDS OF THE CONSERVATOR APPOINTED BY THE BOARD, THE BOARD MAY REQUIRE THE CONSERVATOR TO SET ASIDE AND MAKE AVAILABLE FOR WITHDRAWAL BY DEPOSITORS AND PAYMENT TO OTHER CREDITORS, ON A RATABLE BASIS, SUCH AMOUNTS AS IN THE OPINION OF THE BOARD MAY BE USED SAFELY FOR THAT PURPOSE. THE BOARD MAY PERMIT THE CONSERVATOR TO RECEIVE DEPOSITS. DEPOSITS RECEIVED WHILE THE SAVINGS BANK IS IN THE HANDS OF THE CONSERVATOR SHALL NOT BE SUBJECT TO ANY LIMITATION AS TO PAYMENT OR WITHDRAWAL. THE DEPOSITS AND ANY NEW ASSETS ACQUIRED ON ACCOUNT OF THE DEPOSITS SHALL BE SEGREGATED AND HELD ESPECIALLY FOR THE NEW DEPOSITS AND NOT BE USED TO LIQUIDATE ANY INDEBTEDNESS OF THE SAVINGS BANK EXISTING AT THE TIME THAT A CONSERVATOR WAS APPOINTED OR ANY SUBSEQUENT INDEBTEDNESS INCURRED FOR THE PURPOSE OF LIQUIDATING ANY INDEBTEDNESS OF THE SAVINGS BANK EXISTING AT THE TIME THE CONSERVATOR WAS APPOINTED. DEPOSITS RECEIVED WHILE THE SAVINGS BANK IS IN THE HANDS OF THE CONSERVATOR SHALL BE KEPT ON HAND IN CASH, INVESTED IN THE DIRECT OBLIGATIONS OF THE UNITED STATES OR DEPOSITED IN BANKS DESIGNATED BY THE BOARD.

(6)  WITH THE PRIOR APPROVAL OF THE BOARD, THE CONSERVATOR OF A SAVINGS BANK MAY BORROW MONEY AS NECESSARY OR EXPEDIENT IN AIDING THE OPERATION, REORGANIZATION, OR LIQUIDATION OF THE SAVINGS BANK, INCLUDING THE PAYMENT OF LIQUIDATING DIVIDENDS, AND MAY SECURE THE LOANS BY THE PLEDGE, HYPOTHECATION, OR MORTGAGE OF THE ASSETS OF THE SAVINGS BANK.

(7)  IF THE BOARD IS SATISFIED THAT IT MAY BE DONE SAFELY AND THAT IT WOULD BE IN THE PUBLIC INTEREST, THE BOARD MAY TERMINATE THE CONSERVATORSHIP AND PERMIT THE SAVINGS BANK TO RESUME THE TRANSACTION OF ITS BUSINESS SUBJECT TO SUCH TERMS, CONDITIONS, RESTRICTIONS, AND LIMITATIONS AS THE BOARD MAY PRESCRIBE.

11­29­606.  Returning control of savings bank to board of directors. (1)  AFTER FIFTEEN DAYS FROM THE DATE UPON WHICH THE AFFAIRS OF A SAVINGS BANK HAVE BEEN TURNED BACK TO ITS BOARD OF DIRECTORS BY THE CONSERVATOR, EITHER WITH OR WITHOUT BEING REORGANIZED, THE PROVISIONS OF SECTION 11­29­605 (5) WITH RESPECT TO THE SEGREGATION OF DEPOSITS SHALL NO LONGER BE EFFECTIVE.

(2)  BEFORE THE CONSERVATOR TURNS BACK THE AFFAIRS OF THE SAVINGS BANK TO ITS BOARD OF DIRECTORS, THE CONSERVATOR SHALL PUBLISH A NOTICE, IN THE FORM APPROVED BY THE BOARD, STATING THE DATE ON WHICH THE AFFAIRS OF THE SAVINGS BANK WILL BE RETURNED TO ITS BOARD OF DIRECTORS AND THAT THE PROVISIONS OF SECTION 11­29­605 (5) WILL NOT BE EFFECTIVE AFTER FIFTEEN DAYS FROM THAT DATE. ON THE DATE OF THE PUBLICATION OF THE NOTICE, THE CONSERVATOR SHALL IMMEDIATELY SEND TO EVERY PERSON WHO DEPOSITED MONEY IN THE SAVINGS BANK AFTER THE APPOINTMENT OF A CONSERVATOR, A COPY OF THE NOTICE BY MAIL TO THE LAST­KNOWN ADDRESS OF THE PERSON AS SHOWN BY THE RECORDS OF THE SAVINGS BANK. THE CONSERVATOR SHALL SEND SIMILAR NOTICE IN LIKE MANNER TO EVERY PERSON MAKING DEPOSIT IN THE SAVINGS BANK UNDER SECTION 11­29­605 (5) AFTER THE DATE OF THE NEWSPAPER PUBLICATION AND BEFORE THE TIME WHEN THE AFFAIRS OF THE BANK ARE RETURNED TO ITS DIRECTORS.

11­29­607.  Reorganizations of savings banks. (1)  IN A REORGANIZATION OF A SAVINGS BANK UNDER A PLAN OF A KIND THAT REQUIRES THE CONSENT OF DEPOSITORS AND OTHER CREDITORS OR OF SHAREHOLDERS OR MEMBERS OR OF BOTH DEPOSITORS AND OTHER CREDITORS AND SHAREHOLDERS OR MEMBERS, THE REORGANIZATION SHALL BECOME EFFECTIVE WHEN BOTH OF THE FOLLOWING OCCUR:

(a)  THE BOARD IS SATISFIED THAT THE PLAN OF REORGANIZATION IS FAIR AND EQUITABLE AS TO ALL DEPOSITORS, OTHER CREDITORS, AND SHAREHOLDERS OR MEMBERS AND IS IN THE PUBLIC INTEREST AND HAS APPROVED THE PLAN SUBJECT TO SUCH CONDITIONS, RESTRICTIONS, AND LIMITATIONS AS IT MAY REQUIRE.

(b)  AFTER REASONABLE NOTICE OF THE REORGANIZATION AS DETERMINED BY THE BOARD, DEPOSITORS AND OTHER CREDITORS OF THE SAVINGS BANK REPRESENTING NOT LESS THAN SEVENTY­FIVE PERCENT IN AMOUNT OF THE SUM OF ITS TOTAL DEPOSITS AND OTHER LIABILITIES AS SHOWN BY THE BOOKS OF THE SAVINGS BANK, OR SHAREHOLDERS OWNING AT LEAST TWO THIRDS OF ITS OUTSTANDING CAPITAL STOCK OR TWO THIRDS OF THE ELIGIBLE VOTING MEMBERS IF IT IS A MUTUAL SAVINGS BANK AS SHOWN BY THE BOOKS OF THE SAVINGS BANK, SHALL HAVE CONSENTED IN WRITING TO THE PLAN OF REORGANIZATION. CLAIMS OF DEPOSITORS OR OTHER CREDITORS WHICH WILL BE SATISFIED IN FULL UNDER THE PLAN OF REORGANIZATION SHALL NOT BE INCLUDED AMONG THE TOTAL DEPOSITS AND OTHER LIABILITIES OF THE SAVINGS BANK IN DETERMINING THE SEVENTY­FIVE PERCENT OF TOTAL DEPOSITS. THE TERM "REORGANIZATION" AS USED IN THIS SECTION MAY BE CONSTRUED TO INCLUDE THE ESTABLISHMENT OF A NEW SAVINGS BANK IN CONFORMITY WITH A PLAN OF REORGANIZATION.

(2)  WHEN THE REORGANIZATION BECOMES EFFECTIVE, ALL BOOKS, RECORDS, AND ASSETS OF THE SAVINGS BANK SHALL BE DISPOSED OF IN ACCORDANCE WITH THE PLAN AND THE AFFAIRS OF THE SAVINGS BANK SHALL BE CONDUCTED BY ITS BOARD OF DIRECTORS IN THE MANNER PROVIDED BY THE PLAN AND UNDER THE CONDITIONS, RESTRICTIONS, AND LIMITATIONS THAT MAY HAVE BEEN PRESCRIBED BY THE BOARD.

(3)  IN A REORGANIZATION THAT HAS BEEN APPROVED AND BECOMES EFFECTIVE, ALL DEPOSITORS AND OTHER CREDITORS AND SHAREHOLDERS OR MEMBERS OF THE SAVINGS BANK, WHETHER OR NOT THEY HAVE CONSENTED TO THE PLAN OF REORGANIZATION, SHALL BE SUBJECT TO AND BOUND BY ITS PROVISIONS AND CLAIMS OF ALL DEPOSITORS AND OTHER CREDITORS SHALL BE TREATED AS IF THEY HAD CONSENTED TO THE PLAN OR REORGANIZATION. THE STATE OR ANY DEPARTMENT, AGENCY, OR POLITICAL SUBDIVISION OF THE STATE HOLDING A CLAIM AGAINST THE SAVINGS BANK IS AUTHORIZED TO PARTICIPATE IN A PLAN OF REORGANIZATION AS ANY OTHER CREDITOR AND SHALL BE SUBJECT TO AND BOUND BY ITS PROVISIONS AS ANY OTHER CREDITOR.

PART 7

CONSOLIDATIONS, MERGERS, AND CONVERSIONS

11­29­701.  Consolidation of savings banks. (1)  SUBJECT TO APPROVAL BY THE BOARD, A SAVINGS BANK MAY CONSOLIDATE WITH ANY NUMBER OF CONSOLIDATING ORGANIZATIONS TO FORM A CONSOLIDATED SAVINGS BANK.

(2)  THE APPROVAL OF THE BOARD SHALL BE BASED ON AN EXAMINATION OR OTHER APPROPRIATE ANALYSIS OF EACH CONSOLIDATING ORGANIZATION AND THE AGREEMENT OF CONSOLIDATION. A CONSOLIDATION SHALL NOT BE MADE TO DEFEAT OR DEFRAUD ANY OF THE CREDITORS OF ANY OF THE CONSOLIDATING ORGANIZATIONS.

(3)  A MAJORITY OF THE DIRECTORS OF EACH ORGANIZATION PROPOSING TO CONSOLIDATE MAY ENTER INTO AN AGREEMENT, SIGNED BY SUCH DIRECTORS OR BY THEIR DESIGNATED REPRESENTATIVE OR REPRESENTATIVES AND UNDER THE SEALS OF THE RESPECTIVE ORGANIZATIONS, WHICH AGREEMENT PRESCRIBES THE TERMS AND CONDITIONS OF CONSOLIDATION AND THE MODE OF CARRYING THE CONSOLIDATION INTO EFFECT AND WHICH STATES OTHER FACTS REQUIRED OR PERMITTED BY THIS ARTICLE AND OTHER APPLICABLE LAW TO BE SET OUT IN THE ARTICLES, AS CAN BE STATED IN THE CASE OF A CONSOLIDATION, TO BE STATED IN SUCH ALTERED FORM AS THE CIRCUMSTANCES OF THE CASE REQUIRE, AS WELL AS THE MANNER OF CONVERTING THE SHARES OR MEMBERSHIP INTEREST OF EACH OF THE CONSOLIDATING ORGANIZATIONS INTO SHARES OR MEMBERSHIP INTEREST OF THE CONSOLIDATED ORGANIZATION, WITH OTHER DETAILS AND PROVISIONS AS ARE CONSIDERED NECESSARY.

(4) (a) (I)  THE PROPOSED CONSOLIDATION AGREEMENT SHALL BE SUBMITTED TO THE MEMBERS OR SHAREHOLDERS OF EACH CONSOLIDATING ORGANIZATION AT A SEPARATE MEETING CALLED BY THE DIRECTORS FOR THE SOLE PURPOSE OF CONSIDERING THE AGREEMENT. A NOTICE INDICATING THE TIME, PLACE, AND PURPOSE OF THE MEETING SHALL BE GIVEN BY PUBLICATION AT LEAST ONCE A WEEK FOR FOUR CONSECUTIVE WEEKS PRECEDING THE DATE OF THE MEETING. NOTICE BY PUBLICATION OR OTHERWISE SHALL NOT BE REQUIRED IF IT IS WAIVED. A COPY OF THE NOTICE SHALL ALSO BE MAILED BY REGISTERED OR CERTIFIED MAIL TO EACH MEMBER OR SHAREHOLDER OF EACH CONSOLIDATING ORGANIZATION AT SUCH PERSON'S LAST­KNOWN ADDRESS, AS APPEARS FROM THE RECORDS OF THE CONSOLIDATING ORGANIZATIONS, AT LEAST TEN DAYS PRIOR TO THE DATE OF THE MEETING.

(II)  A BANK HOLDING COMPANY OR THRIFT HOLDING COMPANY THAT IS THE SOLE SHAREHOLDER OF ALL OF THE OUTSTANDING ISSUED STOCK OF A SAVINGS BANK, BANK, OUT­OF­STATE BANK, NATIONAL BANK, OR ASSOCIATION THAT IS A CONSOLIDATING ORGANIZATION IN A PROPOSED CONSOLIDATION MAY WAIVE THE SHAREHOLDER MEETING REQUIREMENT OF THIS SUBSECTION (4).

(b)  AT THE SHAREHOLDER MEETING, THE PROPOSED CONSOLIDATION AGREEMENT SHALL BE CONSIDERED, AND A VOTE BY BALLOT, IN PERSON OR BY PROXY, SHALL BE TAKEN FOR THE ADOPTION OR REJECTION OF THE AGREEMENT. EACH SHARE OF STOCK SHALL ENTITLE THE HOLDER TO ONE VOTE. IF THE VOTES OF MEMBERS OR SHAREHOLDERS OF EACH CONSOLIDATING ORGANIZATION REPRESENTING TWO THIRDS OF THE TOTAL NUMBER OF SHARES OF EACH CLASS OF EACH CONSOLIDATING ORGANIZATION'S OUTSTANDING CAPITAL STOCK, OR TWO THIRDS OF ELIGIBLE VOTING MEMBERS OF A MUTUAL ORGANIZATION, ARE CAST FOR THE ADOPTION OF THE AGREEMENT, THAT FACT SHALL BE CERTIFIED ON THE AGREEMENT BY THE CASHIER OR ASSISTANT CASHIER OR SECRETARY OR ASSISTANT SECRETARY OF EACH OF THE CONSOLIDATING ORGANIZATIONS. IF THE AGREEMENT IS ADOPTED AND CERTIFIED, IT SHALL BE ACKNOWLEDGED BY THE PRESIDENT OR A VICE­PRESIDENT OF EACH OF THE CONSOLIDATING ORGANIZATIONS, BEFORE ANY OFFICER AUTHORIZED TO TAKE ACKNOWLEDGMENT OF DEEDS, TO BE THE RESPECTIVE ACT, DEED, AND AGREEMENT OF EACH OF THE CONSOLIDATING ORGANIZATIONS.

(c)  IF A BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR SAVINGS BANK IS A CONSOLIDATING ORGANIZATION AND APPROVAL IS REQUIRED BY THE LAWS OF ANOTHER STATE OR OF THE UNITED STATES, THE CONSOLIDATING ORGANIZATION SHALL FURNISH TO THE BOARD A CERTIFIED COPY OF THE CONSENT OR APPROVAL OF THE CONSOLIDATION BY THE APPROPRIATE STATE OR FEDERAL REGULATOR.

(d)  THE CONSOLIDATION AGREEMENT REQUIRED BY THIS SECTION SHALL BE FILED WITH THE DIVISION, WHICH SHALL CERTIFY UPON THE AGREEMENT THE DATE IT WAS FILED. THE FILING WITH THE DIVISION SHALL BE THE ACT OF CONSOLIDATION OF THE CONSOLIDATING ORGANIZATIONS. THE CONSOLIDATION AGREEMENT OR A COPY CERTIFIED BY THE DIVISION IS EVIDENCE OF THE AGREEMENT AND ACT OF CONSOLIDATION OF THE ORGANIZATIONS AND THE OBSERVANCE AND PERFORMANCE OF ALL NECESSARY ACTS AND CONDITIONS PRECEDENT TO THE CONSOLIDATION.

(5)  IN EFFECTING A CONSOLIDATION, CONSOLIDATING ORGANIZATIONS MAY ISSUE STOCK OF THE CONSOLIDATED SAVINGS BANK IN ACCORDANCE WITH THIS ARTICLE AND AS PROVIDED BY THE TERMS OF THE CONSOLIDATION AGREEMENT FREE FROM ANY PREEMPTIVE RIGHTS OF THE SHAREHOLDERS OF THE RESPECTIVE CONSOLIDATING ORGANIZATIONS.

11­29­702.  Consolidations with other types of organizations. (1)  A SAVINGS BANK MAY CONSOLIDATE WITH ANY NUMBER OF CONSOLIDATING ORGANIZATIONS TO FORM A CONSOLIDATED ORGANIZATION IN ACCORDANCE WITH THE LAWS UNDER WHICH THE CONSOLIDATED ORGANIZATION IS CHARTERED, IF ALL OF THE FOLLOWING APPLY:

(a)  CONSOLIDATION IS PERMITTED BY THE LAWS UNDER WHICH EACH CONSOLIDATING ORGANIZATION IS ORGANIZED AND THE APPROPRIATE REGULATOR OR REGULATORS APPROVE THE CONSOLIDATION;

(b)  THE CONSOLIDATING ORGANIZATIONS PROVIDE NOTICE TO THE BOARD BY FILING A COPY OF THE APPLICATION FOR CONSOLIDATION WITHIN TEN DAYS AFTER THE DATE THE APPLICATION IS FILED WITH THE APPROPRIATE FEDERAL REGULATOR;

(c)  THE CONSOLIDATED ORGANIZATION COMPLIES WITH SECTION 11­29­703 (3) WITH RESPECT TO NOTICE OF CONSOLIDATION, BUT THE NOTICE IS LIMITED TO A COURT, PUBLIC TRIBUNAL, AGENCY, OR OFFICER OF THIS STATE.

11­29­703.  Effect of consolidations. (1)  WHEN THE FILING AND APPROVAL OF THE CONSOLIDATION AGREEMENT AS REQUIRED BY SECTION 11­29­701 HAVE BEEN COMPLETED, THE CORPORATE EXISTENCE OF EACH CONSOLIDATING ORGANIZATION IS MERGED INTO AND CONTINUED IN THE CONSOLIDATED SAVINGS BANK. TO THE EXTENT AUTHORIZED BY THIS ARTICLE, THE CONSOLIDATED SAVINGS BANK POSSESSES ALL THE RIGHTS, INTERESTS, PRIVILEGES, POWERS, AND FRANCHISES AND IS SUBJECT TO ALL THE RESTRICTIONS, DISABILITIES, LIABILITIES, AND DUTIES OF EACH OF THE CONSOLIDATING ORGANIZATIONS. THE TITLE TO ALL PROPERTY, REAL, PERSONAL, AND MIXED, IS TRANSFERRED TO THE CONSOLIDATED SAVINGS BANK AND SHALL NOT REVERT OR BE IN ANY WAY IMPAIRED BY REASON OF THIS ARTICLE.

(2)  A CONSOLIDATED SAVINGS BANK HOLDS AND ENJOYS THE SAME AND ALL RIGHTS OF PROPERTY, FRANCHISES, AND INTERESTS, INCLUDING APPOINTMENTS, DESIGNATIONS, AND NOMINATIONS, AND ALL OTHER RIGHTS AND INTERESTS IN ANY FIDUCIARY CAPACITY IN THE SAME MANNER AND TO THE SAME EXTENT AS THOSE RIGHTS AND INTERESTS WERE HELD OR ENJOYED BY EACH CONSOLIDATING ORGANIZATION AT THE TIME OF THE CONSOLIDATION. IF A CONSOLIDATING ORGANIZATION AT THE TIME OF CONSOLIDATION WAS ACTING UNDER APPOINTMENT OF ANY COURT IN A FIDUCIARY CAPACITY, THE CONSOLIDATED SAVINGS BANK IS SUBJECT TO REMOVAL BY A COURT OF COMPETENT JURISDICTION.

(3)  A CONSOLIDATED SAVINGS BANK SHALL FILE WITH EACH COURT OR OTHER PUBLIC TRIBUNAL, AGENCY, OR OFFICER IN ANY STATE BY WHICH ANY OF THE CONSOLIDATING ORGANIZATIONS SHALL HAVE BEEN APPOINTED IN THE CAPACITY OF FIDUCIARY OR AGENT, AND IN THE COURT FILE OF EACH ESTATE, SUIT, OR ANY OTHER PROCEEDING IN WHICH ANY OF THEM HAS BEEN ACTING, AN AFFIDAVIT SETTING FORTH THE FACT OF CONSOLIDATION, THE NAME OF EACH CONSOLIDATING ORGANIZATION, THE NAME OF THE CONSOLIDATED SAVINGS BANK, THE LOCATION OF THE CONSOLIDATING SAVINGS BANK'S MAIN OFFICE, AND THE AMOUNT OF THE CONSOLIDATING SAVINGS BANK'S CAPITAL AND SURPLUS. THIS SUBSECTION (3) DOES NOT REQUIRE FILING OF AN AFFIDAVIT RELATED TO ANY CONSOLIDATING ORGANIZATION THAT RETAINS THE SAME CORPORATE NAME, CHARTER, AND MAIN OFFICE LOCATION AFTER THE CONSOLIDATION.

11­29­704.  Legal actions against consolidated organizations. (1)  WHETHER IT MAINTAINS A PRESENCE IN THIS STATE, A CONSOLIDATED ORGANIZATION OR ANY OF ITS SUCCESSORS IN INTEREST ARE SUBJECT TO SERVICE OF PROCESS IN A PROCEEDING IN THIS STATE FOR ENFORCEMENT OF ANY OBLIGATION INCURRED IN THIS STATE BY A CONSOLIDATING ORGANIZATION THAT IS OR WAS A PARTY TO A CONSOLIDATION.

(2)  AN ACTION OR PROCEEDING BY OR AGAINST A CONSOLIDATING ORGANIZATION IN A COURT OR ANY OTHER PUBLIC TRIBUNAL OF THIS STATE MAY BE PROSECUTED TO JUDGMENT, AS IF CONSOLIDATION HAD NOT TAKEN PLACE OR THE CONSOLIDATED ORGANIZATION MAY BE SUBSTITUTED IN THE PLACE OF ANY CONSOLIDATING ORGANIZATION WHOSE EXISTENCE HAS CEASED.

11­29­705.  Consolidating savings bank may continue to operate offices of resulting consolidated organization. A SAVINGS BANK, AN OUT­OF­STATE BANK, OR A NATIONAL BANK THAT CONSOLIDATES ITS OPERATIONS WITH ONE OR MORE BANKS, OUT­OF­STATE BANKS, NATIONAL BANKS, ASSOCIATIONS, OR SAVINGS BANKS MAY OPERATE THE CONSOLIDATED OR ACQUIRED BANK, OUT­OF­STATE BANK, NATIONAL BANK, ASSOCIATION, OR SAVINGS BANK BRANCH OR BRANCHES LOCATED IN THIS STATE AS A BRANCH OR BRANCHES OF THE CONSOLIDATED OR ACQUIRED SAVINGS BANK.

11­29­706.  Creation of new bank at principal office of existing entity ­ definitions. (1)  AS USED IN THIS SECTION:

(a)  "EXISTING ASSOCIATION" MEANS A STOCK ASSOCIATION ENGAGED IN THE SAVINGS AND LOAN BUSINESS OR FEDERAL SAVINGS BANK BUSINESS PRIOR TO THE CONSOLIDATION UNDER THIS SECTION.

(b)  "EXISTING BANK" MEANS A SAVINGS BANK, NATIONAL BANKING ASSOCIATION, OR STATE CHARTERED BANK ENGAGED IN THE BUSINESS OF BANKING PRIOR TO THE CONSOLIDATION UNDER THIS SECTION.

(c)  "NEW BANK" MEANS A SAVINGS BANK NOT ENGAGED IN THE BUSINESS OF BANKING PRIOR TO THE CONSOLIDATION UNDER THIS SECTION.

(2)  NOTWITHSTANDING ANY OTHER PROVISION OF THIS ARTICLE:

(a)  PERSONS AS PROVIDED IN SECTION 11­29­301 MAY ORGANIZE AND INCORPORATE, AS THE INCORPORATOR OR INCORPORATORS, A NEW BANK HAVING ITS PRINCIPAL OFFICE IN THE SAME CITY OR TOWN AS THE PRINCIPAL OFFICE OF AN EXISTING BANK OR EXISTING ASSOCIATION IN THE MANNER SPECIFIED IN SECTION 11­29­301, BUT WITHOUT REGARD TO SECTION 11­29­301 (3), (4) (b), AND (4) (c) AND SECTION 11­29­303, IF THE NEW BANK IS ORGANIZED FOR THE SOLE PURPOSE OF EFFECTING ITS CONSOLIDATION UNDER SECTION 11­29­701 WITH AN EXISTING BANK OR EXISTING ASSOCIATION HAVING ITS PRINCIPAL OFFICE IN THE SAME CITY OR TOWN AS THE NEW BANK AND IF UPON COMPLETION OF THE CONSOLIDATION A BANK HOLDING COMPANY BECOMES THE OWNER OF ALL OF THE OUTSTANDING VOTING SHARES OF THE CONSOLIDATED ORGANIZATION, OTHER THAN SHARES NECESSARY TO QUALIFY DIRECTORS. THE NEW BANK AND THE EXISTING BANK MAY CONSOLIDATE UNDER THE CHARTER OF EITHER BANK. THE NEW BANK AND THE EXISTING ASSOCIATION SHALL CONSOLIDATE UNDER THE CHARTER OF THE NEW BANK, AND SECTIONS 11­29­701, 11­29­703, AND 11­29­705 ARE APPLICABLE WITH RESPECT TO THE CONSOLIDATION; EXCEPT THAT THE AGREEMENT OF CONSOLIDATION MAY PROVIDE THAT SHARES OF EITHER OR BOTH THE CONSOLIDATING ORGANIZATIONS, IN LIEU OF BEING CONVERTED INTO SHARES OF THE CONSOLIDATED ORGANIZATION, WILL BE CONVERTED INTO SHARES OR OTHER SECURITIES OF THE BANK HOLDING COMPANY.

(b)  A SHAREHOLDER OF THE EXISTING BANK OR EXISTING ASSOCIATION WHO VOTES AGAINST THE CONSOLIDATION, OR WHO HAS GIVEN NOTICE IN WRITING TO THAT BANK OR ASSOCIATION AT OR PRIOR TO THE MEETING CALLED FOR THE PURPOSE OF CONSIDERING THE AGREEMENT OF CONSOLIDATION THAT THE SHAREHOLDER DISSENTS FROM THE CONSOLIDATION, IS ENTITLED TO RECEIVE IN CASH FROM THE CONSOLIDATED ORGANIZATION THE FAIR VALUE OF ALL SHARES HELD BY SUCH SHAREHOLDER, IF AND WHEN THE CONSOLIDATION IS CONSUMMATED, UPON WRITTEN REQUEST MADE TO THE CONSOLIDATED ORGANIZATION AT ANY TIME WITHIN THIRTY DAYS AFTER THE DATE OF CONSUMMATION OF THE CONSOLIDATION, ACCOMPANIED BY THE SURRENDER OF THE SHAREHOLDER'S STOCK CERTIFICATES. UPON THE FILING OF THE WRITTEN REQUEST AND THE SURRENDER OF STOCK CERTIFICATES, THE SHAREHOLDER SHALL CEASE TO HAVE ANY OF THE RIGHTS OF A SHAREHOLDER EXCEPT THE RIGHT TO BE PAID THE FAIR VALUE OF SUCH SHARES. THE REQUEST HAVING BEEN MADE SHALL NOT BE WITHDRAWN EXCEPT WITH THE WRITTEN CONSENT OF THE CONSOLIDATED ORGANIZATION. THE FAIR VALUE OF THE SHARES SHALL BE DETERMINED, AS OF THE DATE ON WHICH THE MEETING OF SHAREHOLDERS OF THE EXISTING BANK OR EXISTING ASSOCIATION WAS HELD ADOPTING THE AGREEMENT OF CONSOLIDATION, BY A QUALIFIED AND INDEPENDENT APPRAISER SELECTED BY THE BOARD UPON WRITTEN APPLICATION FILED BY A DISSENTING SHAREHOLDER ENTITLED TO RECEIVE THE FAIR VALUE OF THE SHAREHOLDER'S SHARES, OR BY THE CONSOLIDATED ORGANIZATION. THE APPRAISER SELECTED SHALL FILE A WRITTEN REPORT OF HIS OR HER APPRAISAL WITH THE BOARD, WHO IN TURN SHALL FORWARD COPIES TO ALL INTERESTED PARTIES. THE VALUATION DETERMINED BY THE APPRAISER IS FINAL AND BINDING ON ALL PARTIES AS TO THE FAIR VALUE OF THE SHARES. THE CONSOLIDATED ORGANIZATION SHALL PAY TO EACH DISSENTING SHAREHOLDER ENTITLED THE FAIR VALUE OF SUCH SHAREHOLDER'S SHARES WITHIN THIRTY DAYS FOLLOWING THE RECEIPT OF THE WRITTEN REPORT OF THE APPRAISER. THE FEES AND EXPENSES OF THE APPRAISAL, WHICH SHALL BE APPROVED BY THE BOARD, SHALL BE PAID BY THE CONSOLIDATED ORGANIZATION. THE AGREEMENT OF CONSOLIDATION SHALL PROVIDE THE MANNER OF DISPOSING OF THE SHARES OF THE EXISTING BANK OR EXISTING ASSOCIATION SURRENDERED BY THE DISSENTING SHAREHOLDERS.

(c)  THE CONSOLIDATED ORGANIZATION, WHETHER IT IS THE NEW BANK OR THE EXISTING BANK, SHALL HAVE THE RIGHT, NOTWITHSTANDING ANY OF THE REQUIREMENTS, RESTRICTIONS, AND LIMITATIONS OF SECTION 11­29­415 OR ANY OTHER PROVISION OF LAW, TO RETAIN AND CONTINUE TO OPERATE OR TO ESTABLISH AND OPERATE AS ITS PRINCIPAL OFFICE THE PRINCIPAL OFFICE OF THE EXISTING BANK, AND AS ITS BRANCHES ALL BRANCHES OF THE EXISTING BANK, THAT WERE LEGALLY OPERATING IMMEDIATELY PRIOR TO THE CONSOLIDATION OR MERGER, WHETHER THE PRINCIPAL OFFICE OR THE BRANCH OR BRANCHES COULD, AT THE TIME THE CONSOLIDATION OR MERGER BECOMES EFFECTIVE, HAVE BEEN ESTABLISHED OR REESTABLISHED CONSISTENTLY WITH THE REQUIREMENTS, RESTRICTIONS, AND LIMITATIONS OF SECTION 11­29­415 OR ANY OTHER PROVISION OF LAW. FOR THE PURPOSES OF THIS SECTION, "CONSOLIDATION" AND "MERGER" ARE INTERCHANGEABLE AND EACH MEANS AND INCLUDES THE CONSOLIDATION OR MERGER OF SAVINGS BANKS, FEDERAL OR STATE SAVINGS AND LOAN ASSOCIATIONS, FEDERAL SAVINGS BANKS, STATE CHARTERED BANKS, OR NATIONAL BANKING ASSOCIATIONS IN ANY MANNER PROVIDED BY THIS ARTICLE OR BY THE NATIONAL BANK LAWS.

11­29­707.  Creation of holding companies ­ definitions. (1)  AS USED IN THIS SECTION:

(a)  "CONSOLIDATION AGREEMENT" MEANS AN AGREEMENT ENTERED INTO AMONG AN EXISTING BANK OR AN EXISTING ASSOCIATION, A NEW BANK, AND A NEW HOLDING COMPANY THAT PROVIDES BOTH OF THE FOLLOWING:

(I)  THAT THE EXISTING BANK OR EXISTING ASSOCIATION AND THE NEW BANK WILL BE CONSOLIDATED OR MERGED; AND

(II)  THAT UPON CONSUMMATION OF THE CONSOLIDATION OR MERGER, THE SHARES OF CAPITAL STOCK OF THE EXISTING BANK OR EXISTING ASSOCIATION WILL BE CONVERTED INTO OR EXCHANGED FOR SHARES OF THE CAPITAL STOCK OR OTHER SECURITIES OF THE NEW HOLDING COMPANY.

(b)  "CONTROL" MEANS CONTROL AS DEFINED IN SECTION 2 OF THE FEDERAL "BANK HOLDING COMPANY ACT OF 1956", 12 U.S.C. SEC. 1841.

(c)  "EXISTING ASSOCIATION" MEANS A STOCK ASSOCIATION THAT IS A PARTY TO A CONSOLIDATION AGREEMENT AND IS ENGAGED IN THE SAVINGS AND LOAN BUSINESS PRIOR TO THE CONSOLIDATION OR MERGER PROVIDED FOR IN THE CONSOLIDATION AGREEMENT.

(d)  "EXISTING BANK" MEANS A SAVINGS BANK, NATIONAL BANKING ASSOCIATION, OR STATE CHARTERED BANK THAT IS A PARTY TO A CONSOLIDATION AGREEMENT AND IS ENGAGED IN THE BUSINESS OF BANKING PRIOR TO THE CONSOLIDATION OR MERGER PROVIDED FOR IN THE CONSOLIDATION AGREEMENT.

(e)  "NEW BANK" MEANS A SAVINGS BANK THAT IS A PARTY TO A CONSOLIDATION AGREEMENT AND IS NOT ENGAGED IN THE BUSINESS OF BANKING PRIOR TO THE CONSUMMATION OF THE CONSOLIDATION OR MERGER PROVIDED FOR IN THE CONSOLIDATION AGREEMENT.

(f)  "NEW HOLDING COMPANY" MEANS A CORPORATION THAT IS NOT A SAVINGS BANK, ASSOCIATION, OR NATIONAL BANKING ASSOCIATION AND AS TO WHICH ALL OF THE FOLLOWING APPLY:

(I)  THE CORPORATION IS A PARTY TO A CONSOLIDATION AGREEMENT;

(II)  PRIOR TO ITS ACQUISITION OF AN EXISTING BANK OR EXISTING ASSOCIATION UNDER THE CONSOLIDATION AGREEMENT, THE CORPORATION DOES NOT HAVE CONTROL OF A BANK, AN ASSOCIATION, OR NATIONAL BANKING ASSOCIATION AND HAS NOT TRANSACTED ANY BUSINESS EXCEPT BUSINESS INCIDENTAL TO ITS ORGANIZATION AND TO THE ENTERING INTO, AND PERFORMANCE OF, THE CONSOLIDATION AGREEMENT;

(III)  UPON CONSUMMATION OF THE CONSOLIDATION OR MERGER PROVIDED FOR IN THE CONSOLIDATION AGREEMENT, THE CORPORATION WILL BECOME A BANK HOLDING COMPANY;

(IV)  IMMEDIATELY AFTER ITS ACQUISITION OF AN EXISTING BANK OR EXISTING ASSOCIATION PURSUANT TO THE CONSOLIDATION AGREEMENT, THE CORPORATION WILL NOT HAVE CONTROL OF MORE THAN ONE SAVINGS BANK; AND

(V)  PRIOR TO THE ACQUISITION OF AN EXISTING BANK OR EXISTING ASSOCIATION UNDER THE CONSOLIDATION AGREEMENT, THE CORPORATION IS NOT, AND IMMEDIATELY AFTER ACQUISITION OF CONTROL OF THE EXISTING BANK OR EXISTING ASSOCIATION WILL NOT BE, CONTROLLED BY A BANK HOLDING COMPANY.

(2)  A NEW HOLDING COMPANY MAY APPLY TO THE BOARD FOR APPROVAL OF THE TERMS AND CONDITIONS OF THE ISSUANCE OF THE SHARES OR OTHER SECURITIES OF THE NEW HOLDING COMPANY INTO WHICH THE SHARES OF AN EXISTING BANK OR EXISTING ASSOCIATION ARE TO BE CONVERTED, OR FOR WHICH THE SHARES OF THE EXISTING BANK OR EXISTING ASSOCIATION ARE TO BE EXCHANGED, UNDER A CONSOLIDATION AGREEMENT, AND FOR APPROVAL OF THE TERMS AND CONDITIONS OF THE CONVERSION OR EXCHANGE. THE APPLICATION FOR APPROVAL SHALL BE IN A FORM, CONTAIN INFORMATION, AND BE ACCOMPANIED BY DOCUMENTS AS REQUIRED BY THE BOARD. WITHIN THIRTY DAYS AFTER THE APPLICATION IS FILED, THE BOARD SHALL CONDUCT A HEARING UPON THE FAIRNESS OF THE TERMS AND CONDITIONS AT WHICH ALL PERSONS TO WHOM IT IS PROPOSED TO ISSUE THE SECURITIES IN THE CONVERSION OR EXCHANGE SHALL HAVE THE RIGHT TO APPEAR. WITHIN TWENTY DAYS AFTER THE HEARING, THE BOARD SHALL EITHER APPROVE OR DISAPPROVE THE TERMS AND CONDITIONS OF THE ISSUANCE AND THE CONVERSION OR EXCHANGE. THIS SUBSECTION (2) SHALL NOT BE CONSTRUED TO REQUIRE A NEW HOLDING COMPANY TO APPLY FOR OR OBTAIN THE APPROVAL OF THE BOARD OF THE TERMS AND CONDITIONS OF THE ISSUANCE AND CONVERSION OR EXCHANGE OF SECURITIES PROVIDED FOR IN A CONSOLIDATION AGREEMENT OR TO MAKE UNLAWFUL ANY TRANSACTION THAT IS LAWFUL WITHOUT REGARD TO THIS SUBSECTION (2).

11­29­708.  Conversion to other types of financial institutions. (1) (a)  UPON THE AFFIRMATIVE VOTES OF THE SHAREHOLDERS REPRESENTING TWO­THIRDS OF THE TOTAL NUMBER OF SHARES OF EACH CLASS OF ITS OUTSTANDING CAPITAL STOCK, A SAVINGS BANK MAY BE CONVERTED UNDER THE LAWS OF THIS STATE INTO A STOCK ASSOCIATION OR UNDER THE LAWS OF THE UNITED STATES INTO A NATIONAL BANKING ASSOCIATION OR FEDERAL SAVINGS BANK.

(b)  THE CONVERSION OF A SAVINGS BANK INTO A STOCK ASSOCIATION OR A NATIONAL BANKING ASSOCIATION SHALL NOT RELEASE THE SAVINGS BANK FROM ITS OBLIGATIONS TO PAY AND DISCHARGE ALL THE LIABILITIES CREATED BY LAW OR INCURRED BY IT BEFORE BECOMING A STOCK ASSOCIATION OR A NATIONAL BANKING ASSOCIATION OR ANY TAX IMPOSED BY THE LAWS OF THIS STATE UP TO THE DATE OF ITS BECOMING A STOCK ASSOCIATION OR A NATIONAL BANKING ASSOCIATION IN PROPORTION TO THE TIME THAT HAS ELAPSED SINCE THE LAST PRECEDING PAYMENT OR ANY ASSESSMENT, PENALTY, OR FORFEITURE IMPOSED OR INCURRED UNDER THE LAWS OF THIS STATE UP TO THE DATE OF ITS BECOMING A STOCK ASSOCIATION OR A NATIONAL BANKING ASSOCIATION. NO CONVERSION SHALL BE MADE TO DEFEAT OR DEFRAUD ANY OF THE CREDITORS OF THE SAVINGS BANK.

(c)  CERTIFIED COPIES OF ALL PROCEEDINGS BY THE DIRECTORS AND SHAREHOLDERS OF THE STOCK ASSOCIATION OR SAVINGS BANK SHALL BE FILED WITH THE DIVISION IN TRIPLICATE, AND, IN ADDITION, THE SAVINGS BANK SHALL FURNISH A CERTIFIED COPY OF CONSENT OR APPROVAL OF THE COMPTROLLER OF THE CURRENCY OR OFFICE OF THRIFT SUPERVISION TO THE CONVERSION IF THE CONSENT OR APPROVAL IS REQUIRED BY FEDERAL LAW. ONE COPY OF THE PROCEEDINGS SHALL BE FILED WITH THE DIVISION AND THE BOARD SHALL CERTIFY AND FORWARD ONE COPY OF THE PROCEEDINGS TO THE COUNTY CLERK AND RECORDER OF THE COUNTY IN WHICH THE CONVERTED SAVINGS BANK IS LOCATED AND ONE TO THE SECRETARY OF STATE.

(2) (a)  UPON THE AFFIRMATIVE VOTES OF TWO­THIRDS OF THE TOTAL MEMBERSHIP OF A MUTUAL SAVINGS BANK, THE MUTUAL SAVINGS BANK MAY BE CONVERTED UNDER THE LAWS OF THIS STATE INTO A MUTUAL STATE SAVINGS AND LOAN ASSOCIATION OR UNDER THE LAWS OF THE UNITED STATES INTO A MUTUAL FEDERAL SAVINGS AND LOAN ASSOCIATION OR FEDERAL SAVINGS BANK.

(b)  THE CONVERSION OF A MUTUAL SAVINGS BANK INTO A STATE OR FEDERAL MUTUAL SAVINGS AND LOAN ASSOCIATION SHALL NOT RELEASE THE MUTUAL SAVINGS BANK FROM ITS OBLIGATIONS TO PAY AND DISCHARGE ALL THE LIABILITIES CREATED BY LAW OR INCURRED BY IT BEFORE BECOMING A STATE OR FEDERAL SAVINGS AND LOAN ASSOCIATION OR ANY TAX IMPOSED BY THE LAWS OF THIS STATE UP TO THE DATE OF ITS BECOMING A STATE OR FEDERAL SAVINGS AND LOAN ASSOCIATION IN PROPORTION TO THE TIME THAT HAS ELAPSED SINCE THE LAST PRECEDING PAYMENT OR ANY ASSESSMENT, PENALTY, OR FORFEITURE IMPOSED OR INCURRED UNDER THE LAWS OF THIS STATE UP TO THE DATE OF ITS BECOMING A STATE OR FEDERAL SAVINGS AND LOAN ASSOCIATION. NO CONVERSION SHALL BE MADE TO DEFEAT OR DEFRAUD ANY OF THE CREDITORS OF THE MUTUAL SAVINGS BANK.

(c)  CERTIFIED COPIES OF ALL PROCEEDINGS BY THE MEMBERS OF THE MUTUAL SAVINGS BANK SHALL BE FILED WITH THE DIVISION IN TRIPLICATE, AND, IN ADDITION, THE MUTUAL SAVINGS BANK SHALL FURNISH A CERTIFIED COPY OF CONSENT OR APPROVAL OF THE OFFICE OF THRIFT SUPERVISION TO THE CONVERSION IF THE CONSENT OR APPROVAL IS REQUIRED BY FEDERAL LAW. ONE COPY OF THE PROCEEDINGS SHALL BE FILED WITH THE DIVISION AND THE BOARD SHALL CERTIFY AND FORWARD ONE COPY OF THE PROCEEDINGS TO THE COUNTY CLERK AND RECORDER OF THE COUNTY IN WHICH THE CONVERTED MUTUAL SAVINGS BANK IS LOCATED.

11­29­709.  Federal financial institution conversion to a savings bank under this article. (1)  WITH THE APPROVAL OF THE BOARD AND UPON THE AFFIRMATIVE VOTES OF THE SHAREHOLDERS REPRESENTING TWO­THIRDS OF THE TOTAL NUMBER OF SHARES OF EACH CLASS OF ITS OUTSTANDING CAPITAL STOCK, A NATIONAL BANKING ASSOCIATION, FEDERAL SAVINGS BANK, FEDERAL SAVINGS AND LOAN ASSOCIATION, OR OTHER FEDERALLY CHARTERED SHAREHOLDER­OWNED FINANCIAL INSTITUTION DOING BUSINESS IN THIS STATE AND HAVING AN UNIMPAIRED CAPITAL AND SURPLUS SUFFICIENT TO ENTITLE IT TO BECOME A SAVINGS BANK UNDER THE PROVISIONS OF EXISTING LAWS OF THIS STATE MAY BE CONVERTED INTO A SAVINGS BANK IF THE CONVERSION IS NOT IN CONTRAVENTION OF ANY LAWS OF THE UNITED STATES. IN SUCH CASE, THE ARTICLES OF INCORPORATION MAY BE EXECUTED BY A MAJORITY OF THE DIRECTORS OF THE NATIONAL BANKING ASSOCIATION, FEDERAL SAVINGS BANK, FEDERAL SAVINGS AND LOAN ASSOCIATION, OR OTHER FEDERALLY CHARTERED FINANCIAL INSTITUTION. A MAJORITY OF THE DIRECTORS, AFTER EXECUTING THE ARTICLES OF INCORPORATION, SHALL HAVE THE POWER TO EXECUTE ALL OTHER PAPERS AND TO DO WHATEVER MAY BE REQUIRED TO COMPLETE ITS ORGANIZATION AS A SAVINGS BANK.

(2)  THE SHARES OF THE SAVINGS BANK MAY CONTINUE TO BE FOR THE SAME AMOUNT EACH AS THEY WERE BEFORE THE CONVERSION, AND THE DIRECTORS MAY CONTINUE TO BE DIRECTORS OF THE SAVINGS BANK UNTIL OTHERS HAVE BEEN ELECTED OR APPOINTED UNDER THE LAWS OF THIS STATE.

(3)  THE APPROVAL OF THE BOARD SHALL BE BASED ON AN EXAMINATION OF THE NATIONAL BANKING ASSOCIATION, FEDERAL SAVINGS BANK, FEDERAL SAVINGS AND LOAN ASSOCIATION, OR OTHER FEDERALLY CHARTERED FINANCIAL INSTITUTIONS AND OF THE PROCEEDINGS HAD BY ITS DIRECTORS AND SHAREHOLDERS WITH RESPECT TO THE CONVERSION.

(4)  A CONVERSION SHALL NOT BE MADE TO DEFEAT OR DEFRAUD ANY OF THE CREDITORS OF THE NATIONAL BANKING ASSOCIATION, FEDERAL SAVINGS BANK, FEDERAL SAVINGS AND LOAN ASSOCIATION, OR OTHER FEDERALLY CHARTERED FINANCIAL INSTITUTION.

(5)  SUBJECT TO CONDITIONS AS THE BOARD MAY PRESCRIBE, THE BOARD MAY PERMIT THE CONVERTED SAVINGS BANK TO RETAIN AND CARRY, AT A VALUE DETERMINED BY THE BOARD, ASSETS OF THE CONVERTING NATIONAL BANKING ASSOCIATION, FEDERAL SAVINGS BANK, FEDERAL SAVINGS AND LOAN ASSOCIATION, OR OTHER FEDERALLY CHARTERED FINANCIAL INSTITUTION THAT DO NOT CONFORM TO THE LEGAL REQUIREMENTS RELATIVE TO ASSETS ACQUIRED AND HELD BY SAVINGS BANKS.

11­29­710.  State chartered financial institution conversion to savings bank under this article. (1)  WITH THE APPROVAL OF THE BOARD AND UPON THE AFFIRMATIVE VOTE OF SHAREHOLDERS REPRESENTING TWO­THIRDS OF THE TOTAL NUMBER OF SHARES OF EACH CLASS OF ITS OUTSTANDING CAPITAL STOCK, A STATE CHARTERED COMMERCIAL BANK, STATE CHARTERED SAVINGS AND LOAN ASSOCIATION, OR OTHER STATE CHARTERED SHAREHOLDER­OWNED FINANCIAL INSTITUTION HAVING AN UNIMPAIRED CAPITAL AND SURPLUS SUFFICIENT TO ENTITLE IT TO BECOME A SAVINGS BANK UNDER THE PROVISIONS OF EXISTING LAWS OF THIS STATE MAY BE CONVERTED INTO A SAVINGS BANK. IN SUCH CASE, THE ARTICLES OF INCORPORATION MAY BE EXECUTED BY A MAJORITY OF THE DIRECTORS OF THE STATE CHARTERED COMMERCIAL BANK, STATE CHARTERED SAVINGS AND LOAN ASSOCIATION, OR OTHER STATE CHARTERED FINANCIAL INSTITUTION. A MAJORITY OF THE DIRECTORS, AFTER EXECUTING THE ARTICLES OF INCORPORATION, MAY EXECUTE ALL OTHER PAPERS AND DO WHATEVER MAY BE REQUIRED TO COMPLETE ITS ORGANIZATION AS A SAVINGS BANK.

(2)  THE SHARES OR MEMBERSHIP INTERESTS OF THE SAVINGS BANK MAY CONTINUE TO BE FOR THE SAME AMOUNT EACH AS THEY WERE BEFORE THE CONVERSION, AND THE DIRECTORS MAY CONTINUE TO BE DIRECTORS OF THE SAVINGS BANK UNTIL OTHERS HAVE BEEN ELECTED OR APPOINTED UNDER THE LAWS OF THIS STATE.

(3)  THE APPROVAL OF THE BOARD SHALL BE BASED ON AN EXAMINATION OF THE STATE CHARTERED COMMERCIAL BANK, STATE CHARTERED SAVINGS AND LOAN ASSOCIATION, OR OTHER STATE CHARTERED FINANCIAL INSTITUTION AND OF THE PROCEEDINGS HAD BY ITS DIRECTORS AND SHAREHOLDERS WITH RESPECT TO THE CONVERSION.

(4)  A CONVERSION SHALL NOT BE MADE TO DEFEAT OR DEFRAUD ANY OF THE CREDITORS OF THE STATE CHARTERED COMMERCIAL BANK, STATE CHARTERED SAVINGS AND LOAN ASSOCIATION, OR OTHER STATE CHARTERED FINANCIAL INSTITUTION.

(5)  SUBJECT TO CONDITIONS AS THE BOARD MAY PRESCRIBE, THE BOARD MAY PERMIT THE CONVERTED SAVINGS BANK TO RETAIN AND CARRY, AT A VALUE DETERMINED BY THE BOARD, ASSETS OF THE CONVERTING STATE CHARTERED COMMERCIAL BANK, STATE CHARTERED SAVINGS AND LOAN ASSOCIATION, OR OTHER STATE CHARTERED FINANCIAL INSTITUTION WHICH DO NOT CONFORM TO THE LEGAL REQUIREMENTS RELATIVE TO ASSETS ACQUIRED AND HELD BY SAVINGS BANKS.

11­29­711.  Mutual federal financial institution conversion to savings bank under this article. (1)  WITH THE APPROVAL OF THE BOARD AND UPON THE AFFIRMATIVE VOTES OF TWO­THIRDS OF THE TOTAL MEMBERSHIP OF A MUTUAL FEDERAL SAVINGS AND LOAN ASSOCIATION, MUTUAL FEDERAL SAVINGS BANK, OR OTHER MEMBER OWNED FEDERALLY CHARTERED FINANCIAL INSTITUTION DOING BUSINESS IN THIS STATE AND HAVING AN UNIMPAIRED CAPITAL AND SURPLUS SUFFICIENT TO ENTITLE IT TO BECOME A SAVINGS BANK UNDER THE PROVISIONS OF EXISTING LAWS OF THIS STATE MAY BE CONVERTED INTO A MUTUAL OR STOCK SAVINGS BANK IF THE CONVERSION IS NOT IN CONTRAVENTION OF ANY LAWS OF THE UNITED STATES. IN SUCH CASE, THE ARTICLES OF INCORPORATION MAY BE EXECUTED BY A MAJORITY OF THE DIRECTORS OF THE FEDERAL SAVINGS AND LOAN ASSOCIATION, FEDERAL SAVINGS BANK, OR OTHER MEMBER­OWNED FEDERALLY CHARTERED FINANCIAL INSTITUTION. A MAJORITY OF THE DIRECTORS, AFTER EXECUTING THE ARTICLES OF INCORPORATION, SHALL HAVE THE POWER TO EXECUTE ALL OTHER PAPERS AND TO DO WHATEVER MAY BE REQUIRED TO COMPLETE ITS ORGANIZATION AS A SAVINGS BANK.

(2)  THE SHARES OR MEMBERSHIP INTERESTS OF THE SAVINGS BANK MAY CONTINUE TO BE FOR THE SAME AMOUNT EACH AS THEY WERE BEFORE THE CONVERSION, AND THE DIRECTORS MAY CONTINUE TO BE DIRECTORS OF THE SAVINGS BANK UNTIL OTHERS HAVE BEEN ELECTED OR APPOINTED UNDER THE LAWS OF THIS STATE.

(3)  THE APPROVAL OF THE BOARD SHALL BE BASED ON AN EXAMINATION OF THE FEDERAL SAVINGS AND LOAN ASSOCIATION, FEDERAL SAVINGS BANK, OR OTHER MEMBER­OWNED FEDERALLY CHARTERED FINANCIAL INSTITUTION AND OF THE PROCEEDINGS HAD BY ITS DIRECTORS AND MEMBERS WITH RESPECT TO THE CONVERSION.

(4)  A CONVERSION SHALL NOT BE MADE TO DEFEAT OR DEFRAUD ANY OF THE CREDITORS OF THE FEDERAL SAVINGS AND LOAN ASSOCIATION, FEDERAL SAVINGS BANK, OR OTHER MEMBER­OWNED FEDERALLY CHARTERED FINANCIAL INSTITUTION.

(5)  SUBJECT TO CONDITIONS AS THE BOARD MAY PRESCRIBE, THE BOARD MAY PERMIT THE CONVERTED SAVINGS BANK TO RETAIN AND CARRY, AT A VALUE DETERMINED BY THE BOARD, ASSETS OF THE CONVERTING FEDERAL SAVINGS AND LOAN ASSOCIATION, FEDERAL SAVINGS BANK, OR OTHER MEMBER­OWNED FEDERALLY CHARTERED FINANCIAL INSTITUTION THAT DO NOT CONFORM TO THE LEGAL REQUIREMENTS RELATIVE TO ASSETS ACQUIRED AND HELD BY SAVINGS BANKS.

11­29­712.  Conversion of state chartered mutual financial institution to a savings bank under this article. (1)  WITH THE APPROVAL OF THE BOARD AND UPON THE AFFIRMATIVE VOTES OF TWO­THIRDS OF THE TOTAL MEMBERSHIP OF A MUTUAL STATE SAVINGS AND LOAN ASSOCIATION, MUTUAL STATE SAVINGS BANK, OR OTHER MEMBER­OWNED STATE CHARTERED FINANCIAL INSTITUTION HAVING AN UNIMPAIRED CAPITAL AND SURPLUS SUFFICIENT TO ENTITLE IT TO BECOME A SAVINGS BANK UNDER THE PROVISIONS OF EXISTING LAWS OF THIS STATE MAY BE CONVERTED INTO A MUTUAL OR STOCK SAVINGS BANK. IN SUCH CASE, THE ARTICLES OF INCORPORATION MAY BE EXECUTED BY A MAJORITY OF THE DIRECTORS OF THE SAVINGS AND LOAN ASSOCIATION OR OTHER MEMBER­OWNED STATE CHARTERED FINANCIAL INSTITUTION. A MAJORITY OF THE DIRECTORS, AFTER EXECUTING THE ARTICLES OF INCORPORATION, MAY EXECUTE ALL OTHER PAPERS AND DO WHATEVER MAY BE REQUIRED TO COMPLETE ITS ORGANIZATION AS A SAVINGS BANK.

(2)  THE SHARES OR MEMBERSHIP INTERESTS OF THE SAVINGS BANK MAY CONTINUE TO BE FOR THE SAME AMOUNT EACH AS THEY WERE BEFORE THE CONVERSION, AND THE DIRECTORS MAY CONTINUE TO BE DIRECTORS OF THE SAVINGS BANK UNTIL OTHERS HAVE BEEN ELECTED OR APPOINTED UNDER THE LAWS OF THIS STATE.

(3)  THE APPROVAL OF THE BOARD SHALL BE BASED ON AN EXAMINATION OF THE SAVINGS AND LOAN ASSOCIATION OR OTHER MEMBER­OWNED STATE CHARTERED FINANCIAL INSTITUTION AND OF THE PROCEEDINGS HAD BY ITS DIRECTORS AND MEMBERS WITH RESPECT TO THE CONVERSION.

(4)  A CONVERSION SHALL NOT BE MADE TO DEFEAT OR DEFRAUD ANY OF THE CREDITORS OF THE SAVINGS AND LOAN ASSOCIATION OR OTHER MEMBER­OWNED STATE CHARTERED FINANCIAL INSTITUTION.

(5)  SUBJECT TO CONDITIONS AS THE BOARD MAY PRESCRIBE, THE BOARD MAY PERMIT THE CONVERTED SAVINGS BANK TO RETAIN AND CARRY, AT A VALUE DETERMINED BY THE BOARD, ASSETS OF THE CONVERTING SAVINGS AND LOAN ASSOCIATION OR OTHER MEMBER­OWNED STATE CHARTERED FINANCIAL INSTITUTION WHICH DO NOT CONFORM TO THE LEGAL REQUIREMENTS RELATIVE TO ASSETS ACQUIRED AND HELD BY SAVINGS BANKS.

11­29­713.  Effect of conversion. (1)  IF A CONVERSION UNDER SECTIONS 11­29­708 TO 11­29­712 BECOMES EFFECTIVE, ALL THE PROPERTY OF THE CONVERTING ORGANIZATION, INCLUDING ALL ITS RIGHTS, TITLE, AND INTEREST IN AND TO ALL PROPERTY OF ANY KIND, WHETHER REAL, PERSONAL, OR MIXED, AND THINGS IN ACTION, AND EVERY RIGHT, PRIVILEGE, AND INTEREST, AND ASSET OF ANY CONCEIVABLE VALUE OR BENEFIT THEN EXISTING, BELONGING, OR PERTAINING TO IT, OR WHICH WOULD INURE TO IT, SHALL IMMEDIATELY BY ACT OF LAW AND WITHOUT ANY CONVEYANCE OR TRANSFER AND WITHOUT ANY FURTHER ACT OR DEED, BE VESTED IN AND BECOME THE PROPERTY OF THE CONVERTED ORGANIZATION, WHICH SHALL HAVE, HOLD, AND ENJOY THE SAME IN ITS OWN RIGHT AS FULLY AND TO THE SAME EXTENT AS IT WAS POSSESSED, HELD, AND ENJOYED BY THE CONVERTING ORGANIZATION.

(2)  THE CONVERTED ORGANIZATION SHALL BE DEEMED TO BE A CONTINUATION OF THE ENTITY AND OF THE IDENTITY OF THE CONVERTING ORGANIZATION. ALL THE RIGHTS, OBLIGATIONS, AND RELATIONS OF THE CONVERTING ORGANIZATION TO OR IN RESPECT TO ANY PERSON, ESTATE, CREDITOR, DEPOSITOR, TRUSTEE, OR BENEFICIARY OF ANY TRUST AND IN, OR IN RESPECT TO, ANY EXECUTORSHIP OR TRUSTEESHIP OR ANY OTHER TRUST OR FIDUCIARY FUNCTION SHALL REMAIN UNIMPAIRED.

(3)  THE CONVERTED ORGANIZATION SHALL SUCCEED TO ALL RIGHTS, OBLIGATIONS, RELATIONS, TRUSTS, DUTIES, AND LIABILITIES AND SHALL EXECUTE AND PERFORM EACH TRUST AND RELATION IN THE SAME MANNER AS IF THE CONVERTED ORGANIZATION HAD ITSELF ASSUMED THE TRUST OR RELATION AND THE OBLIGATIONS AND LIABILITIES.

(4)  IF THE CONVERTING ORGANIZATION IS ACTING AS ADMINISTRATOR, COADMINISTRATOR, EXECUTOR, COEXECUTOR, TRUSTEE, OR COTRUSTEE OF OR IN RESPECT TO ANY ESTATE OR TRUST BEING ADMINISTERED UNDER THE LAWS OF THIS STATE, THE RELATION, AS WELL AS ANY OTHER OR SIMILAR FIDUCIARY RELATIONS, AND ALL RIGHTS, PRIVILEGES, DUTIES, AND OBLIGATIONS SHALL REMAIN UNIMPAIRED AND SHALL CONTINUE INTO AND IN THE CONVERTED ORGANIZATION FROM THE TIME OF TAKING EFFECT OF THE CONVERSION, IRRESPECTIVE OF THE DATE WHEN THE RELATION MAY HAVE BEEN CREATED OR ESTABLISHED AND IRRESPECTIVE OF THE DATE OF ANY TRUST AGREEMENT OR THE DATE OF THE DEATH OF ANY TESTATOR OR DECEDENT WHOSE ESTATE IS BEING ADMINISTERED.

(5)  A CONVERSION SHALL NOT EFFECT UNDER THE LAWS OF THIS STATE A RENUNCIATION OR REVOCATION OF ANY LETTERS OF ADMINISTRATION OR LETTERS TESTAMENTARY PERTAINING TO THE RELATION NOR A REMOVAL OR RESIGNATION FROM ANY EXECUTORSHIP OR TRUSTEESHIP OR OTHER FIDUCIARY RELATIONSHIP NOR HAVE THE EFFECT AS IF THE EXECUTOR OR TRUSTEE OR OTHER FIDUCIARY HAD DIED OR OTHERWISE BECOME INCOMPETENT TO ACT.

(6)  A SAVINGS BANK, NATIONAL BANKING ASSOCIATION, STOCK ASSOCIATION, OR FEDERAL SAVINGS BANK RESULTING FROM A CONVERSION UNDER SECTIONS 11­29­708 TO 11­29­712 SHALL HAVE THE RIGHT, NOTWITHSTANDING ANY OF THE REQUIREMENTS, RESTRICTIONS, AND LIMITATIONS OF SECTION 11­29­415 TO THE CONTRARY, TO RETAIN AND CONTINUE TO OPERATE ANY AND ALL BRANCHES OF THE CONVERTING ORGANIZATION THAT WERE IN LAWFUL OPERATION IMMEDIATELY PRIOR TO CONVERSION, WITHOUT BEING REQUIRED TO ESTABLISH OR REESTABLISH ANY BRANCH OR BRANCHES UNDER SECTION 11­29­415 AND IRRESPECTIVE OF WHETHER ANY BRANCH OR BRANCHES COULD, AT THE TIME THE CONVERSION BECOMES EFFECTIVE, HAVE BEEN ESTABLISHED OR REESTABLISHED AS A BRANCH OR BRANCHES OF THE CONVERTING OR CONVERTED ORGANIZATION, CONSISTENTLY WITH THE REQUIREMENTS, RESTRICTIONS, AND LIMITATIONS OF SECTION 11­29­415.

11­29­714.  Effect on legal liability of conversion under this article. THE LIABILITY OF ANY SAVINGS BANK, NATIONAL BANKING ASSOCIATION, STOCK ASSOCIATION, OR FEDERAL SAVINGS BANK OR OF THE SHAREHOLDERS, DIRECTORS, OR OFFICERS THEREOF, OR THE RIGHTS OR REMEDIES OF THE CREDITORS THEREOF, OR OF PERSONS TRANSACTING BUSINESS WITH SUCH ENTITIES, SHALL NOT BE LESSENED OR IMPAIRED BY VIRTUE OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF SUCH ENTITIES OR BY THE CONSOLIDATION OF TWO OR MORE ORGANIZATIONS OR THE CONVERSION OF AN ORGANIZATION.

11­29­715.  Conversion of mutual savings bank to stock savings bank. (1)  A MUTUAL SAVINGS BANK MAY APPLY TO CONVERT TO A STOCK SAVINGS BANK. THE APPLICATION SHALL INCLUDE A RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THE APPLICATION, PROPOSED AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE MUTUAL SAVINGS BANK TO AUTHORIZE THE ISSUANCE AND SALE OF STOCK, A PLAN OF CONVERSION, AND ANY OTHER INFORMATION AS THE BOARD MAY REQUIRE. WITHIN ONE HUNDRED DAYS OF RECEIPT OF A COMPLETED APPLICATION, THE BOARD SHALL ISSUE ITS APPROVAL OR DENIAL OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF INCORPORATION AND THE PLAN OF CONVERSION, ALONG WITH A PRELIMINARY APPROVAL OR DENIAL OF THE CONVERSION.

(2)  UPON RECEIPT OF A PRELIMINARY APPROVAL TO CONVERT, A MUTUAL SAVINGS BANK SHALL OBTAIN THE AFFIRMATIVE VOTE OF TWO­THIRDS OF ITS TOTAL MEMBERSHIP AUTHORIZING THE CONVERSION IN ACCORDANCE WITH THE PRELIMINARY APPROVAL OF THE BOARD.

(3)  FOLLOWING THE APPROVAL OF ITS MEMBERSHIP, THE MUTUAL SAVINGS BANK MAY REQUEST AUTHORIZATION OF THE BOARD TO CONVERT TO A STOCK SAVINGS BANK. THE REQUEST SHALL INCLUDE A CERTIFIED COPY OF THE ELECTION RESULTS OF THE MEMBERSHIP ALONG WITH A RESOLUTION OF THE BOARD OF DIRECTORS REQUESTING APPROVAL TO CONVERT TO A STOCK SAVINGS BANK. WITHIN THIRTY DAYS OF RECEIPT OF A REQUEST TO CONVERT, THE BOARD SHALL ISSUE ITS APPROVAL OR DENIAL.

(4)  THE CONVERSION OF A MUTUAL SAVINGS BANK TO A STOCK SAVINGS BANK SHALL NOT RELEASE THE MUTUAL SAVINGS BANK FROM ITS OBLIGATIONS TO PAY AND DISCHARGE ALL THE LIABILITIES CREATED BY LAW OR INCURRED BY THE MUTUAL SAVINGS BANK BEFORE BECOMING A STOCK SAVINGS BANK OR ANY TAX IMPOSED BY THE LAWS OF THIS STATE UP TO THE DATE OF THE MUTUAL SAVINGS BANK BECOMING A STOCK SAVINGS BANK IN PROPORTION TO THE TIME WHICH HAS ELAPSED SINCE THE LAST PRECEDING PAYMENT OR ANY ASSESSMENT, PENALTY, OR FORFEITURE IMPOSED OR INCURRED UNDER THE LAWS OF THIS STATE UP TO THE DATE OF THE MUTUAL SAVINGS BANK BECOMING A STOCK SAVINGS BANK. A CONVERSION SHALL NOT BE MADE TO DEFEAT OR DEFRAUD ANY OF THE MEMBERS OR CREDITORS OF THE MUTUAL SAVINGS BANK.

SECTION 2.  11­10.5­103 (2), Colorado Revised Statutes, 1987 Repl. Vol., as amended, is amended to read:

11­10.5­103.  Definitions. As used in this article, unless the context otherwise requires:

(2)  "Bank" means any bank organized or chartered under articles 1 to 11 or 22 of this title or any bank organized or chartered under chapter 2 of Title 12 of the United States Code, OR ANY SAVINGS BANK ORGANIZED UNDER ARTICLE 29 OF THIS TITLE. For purposes of section 11­10.5­104 and 11­10.5­111 (1) only, the definition of "bank" also includes those banks chartered under the laws of other states.

SECTION 3.  11­44­101.8, Colorado Revised Statutes, 1987 Repl. Vol., as amended, is amended to read:

11­44­101.8.  Review of commissioner actions by financial services board ­ judicial review. (1)  Any credit union, savings and loan association, SAVINGS BANK, small business development credit corporation, or life care institution or provider, or any officer, director, employee, agent, advisor, or volunteer thereof, may appeal to the board any actions taken pursuant to authority delegated by the board pursuant to section 11­44­101.7 (5) or as otherwise specifically provided by statute. Notice of such appeal shall be filed with the commissioner within thirty days after such findings, ruling, order, decision, or other action. Such notice shall contain a brief statement of the pertinent facts upon which such appeal is based. Within sixty days after the appeal is filed, the board shall fix a date, time, and place for hearing the appeal and shall notify the credit union, savings and loan association, SAVINGS BANK, small business development credit corporation, or life care institution or provider at least thirty days prior to the date of said hearing. Any such action of the commissioner may be stayed by the board pending the appeal to the board. The findings, order, decision, ruling, or other action of the board shall be deemed final agency action.

(2)  Any credit union, savings and loan association, SAVINGS BANK, or life care institution or provider, or any officer, director, employee, agent, advisor, or volunteer thereof, aggrieved or directly affected by a final order of the board, may obtain judicial review thereof by filing an action for review pursuant to the provisions of section 24­4­106, C.R.S., with the Colorado court of appeals pursuant to section 24­4­106 (11), C.R.S. The commencement of such proceeding does not, unless specifically ordered by the court, operate as a stay of the board's ruling, order, decision, or other action.

SECTION 4.  Effective date. This act shall take effect at 12:01 a.m. on the day following the expiration of the ninety­day period after final adjournment of the general assembly that is allowed for submitting a referendum petition pursuant to article V, section 1 (3) of the state constitution; except that, if a referendum petition is filed against this act or an item, section, or part of this act within such period, then the act, item, section, or part, if approved by the people, shall take effect on the date of the official declaration of the vote thereon by proclamation of the governor.