SUBCHAPTER A GENERAL PROVISIONS
SUBCHAPTER B INCORPORATION IN GENERAL
- Texas Section 92.001 - Applicability Of Other Law
(a) With respect to a savings bank, other than a savings bank organized as a limited savings bank, organized before January 1, 2006, the Texas...
- Texas Section 92.051 - Application To Incorporate
(a) Five or more adult residents of this state may apply to incorporate a savings bank by submitting to the commissioner: (1) an application to...
- Texas Section 92.052 - Additional Requirements For Capital Stock Savings Bank
(a) A capital stock savings bank's articles of incorporation must include a statement of: (1) the aggregate number of shares of common stock that the...
- Texas Section 92.053 - Additional Requirements For Mutual Savings Bank
(a) A mutual savings bank's articles of incorporation must include a statement of the amount of deposit liability of the savings bank and the amount...
- Texas Section 92.054 - Minimum Initial Capital
(a) The finance commission by rule shall set the minimum initial capital of a savings bank in an amount not less than the greater of:...
- Texas Section 92.055 - Approval Of Managing Officer
(a) A savings bank may not begin business before: (1) it presents to the commissioner the name and qualifications of its managing officer; and (2)...
- Texas Section 92.056 - Corporate Name
(a) The name of a savings bank must include the words "State Savings Bank" or the abbreviation "SSB," preceded by one or more appropriate descriptive...
- Texas Section 92.057 - Hearing On Application To Incorporate
(a) On the filing of a complete application to incorporate, as defined by rules adopted by the finance commission, the commissioner shall: (1) issue public...
- Texas Section 92.058 - Decision On Application To Incorporate; Issuance Of Certificate Of Incorporation
(a) Not later than the 30th day after the date the hearing ends, the commissioner shall enter a final order approving or denying the application....
- Texas Section 92.059 - Judicial Review
(a) An applicant may appeal a final order with the commissioner as defendant. (b) A party to the action may appeal the court's decision. The...
- Texas Section 92.060 - Preference For Local Control
If more than one application to incorporate a new savings bank or establish an additional office of an existing savings bank in the same community...
- Texas Section 92.061 - Deadline For Commencing Business
(a) A savings bank shall begin business not later than the first anniversary of the date the commissioner approves the savings bank's application. (b) On...
- Texas Section 92.062 - Amendment Of Articles Of Incorporation Or Bylaws
(a) A savings bank may amend its articles of incorporation or bylaws by a resolution adopted by a majority vote of those entitled to vote...
SUBCHAPTER C INCORPORATION TO REORGANIZE OR MERGE
- Texas Section 92.063 - Change Of Office Or Name; Establishment Of Additional Offices
(a) Only with the prior approval of the commissioner given in accordance with rules of the finance commission may a savings bank: (1) establish an...
- Texas Section 92.101 - Purpose Of Incorporation
A person may apply to incorporate a savings bank for the purpose of: (1) purchasing the assets, assuming the liabilities other than liability to shareholders,...
- Texas Section 92.102 - Incorporation Requirements
(a) An application to incorporate a savings bank under this subchapter must be submitted to the commissioner. (b) The application must include information required by...
SUBCHAPTER D ADMINISTRATION
- Texas Section 92.103 - Decision On Application; Issuance Of Certificate Of Incorporation
(a) The commissioner shall approve an application under this subchapter if the commissioner finds that: (1) the business of the financial institution that is to...
- Texas Section 92.151 - Organizational Meeting
(a) Not later than the 30th day after the date the corporate existence of a savings bank begins, the initial board shall hold an organizational...
- Texas Section 92.152 - Board Of Directors
(a) A board of not fewer than five or more than 21 directors shall direct the business of a savings bank. The members or shareholders...
- Texas Section 92.153 - Qualification Of Directors
(a) A person is not qualified to be a director of a savings bank if the person: (1) is less than 18 years of age;...
- Texas Section 92.154 - Officers
(a) The officers of a savings bank are: (1) a president; (2) one or more vice presidents; (3) a secretary; and (4) other officers prescribed...
- Texas Section 92.155 - Conflicts Of Interest
(a) Except as the finance commission by rule provides, a director or officer may not: (1) receive directly or indirectly a commission on or benefit...
- Texas Section 92.156 - Indemnity Bonds Of Directors, Officers, And Employees
(a) A savings bank shall maintain a blanket indemnity bond with an adequate corporate surety protecting the savings bank from loss by or through dishonest...
- Texas Section 92.157 - Meetings Of Members Or Shareholders
(a) The members or shareholders of a savings bank shall hold an annual meeting at the time fixed in the savings bank's bylaws. (b) A...
SUBCHAPTER E OPERATIONS AND FINANCES
- Texas Section 92.158 - Voting Rights
(a) The voting rights of a person entitled to vote at an annual or special meeting of a savings bank are the same as those...
- Texas Section 92.201 - Books And Records
A savings bank shall maintain its books and records according to generally accepted accounting principles and to rules adopted by the finance commission. Acts 1997,...
- Texas Section 92.203 - Regulatory Capital
A savings bank shall maintain regulatory capital in the amount prescribed by rule of the finance commission. The amount may not be less than the...
- Texas Section 92.204 - Qualified Thrift Lender Test
(a) A savings bank must: (1) qualify under and continue to meet the qualified thrift lender test of Section 10(m), Home Owners' Loan Act (12...
- Texas Section 92.205 - Computation Of Income
(a) A savings bank shall close its books at the times provided by its bylaws to determine its gross income for the period since the...
- Texas Section 92.206 - Insurance Of Deposit Accounts
A savings bank shall obtain and maintain federal insurance of deposit accounts through an insurance corporation created by an Act of the United States Congress....
- Texas Section 92.207 - Limitation On Issuance Of Securities
A savings bank may issue a form of stock, share, account, or investment certificate only as authorized by this subtitle or as permitted for a...
- Texas Section 92.208 - Common Stock
(a) A savings bank may not issue common stock before the common stock is fully paid for in cash. (b) A savings bank may not...
- Texas Section 92.209 - Preferred Stock
(a) A savings bank may not issue preferred stock before the preferred stock is fully paid for in cash. (b) A savings bank may not...
- Texas Section 92.210 - Series And Classes Of Preferred Stock
(a) The articles of incorporation may: (1) authorize that shares of preferred stock be divided into and issued in series; and (2) determine the rights...
- Texas Section 92.211 - Dividends On Capital Stock
(a) The board of a capital stock savings bank may declare and pay a dividend out of current or retained income, in cash or additional...
- Texas Section 92.212 - Use Of Surplus Accounts And Expense Fund Contributions
(a) At a savings bank's closing date, the savings bank may use all or part of a surplus account, whether earned or paid in, or...
SUBCHAPTER F CONVERSION OF SAVINGS BANK TO OTHER FINANCIAL INSTITUTION
- Texas Section 92.213 - Use Of Expense Fund Contributions
(a) The expense of organizing a savings bank, its operating expenses, and earnings on accounts declared and paid or credited to its deposit account holders...
- Texas Section 92.251 - Conditions For Conversion
(a) The finance commission by rule shall establish the conditions under which a savings bank may convert to another financial institution. (b) The rules must...
- Texas Section 92.252 - Application For Conversion
(a) A savings bank may convert to another financial institution if a resolution declaring the conversion is adopted by a majority vote of the members...
- Texas Section 92.253 - Action By Commissioner On Application
Not later than the 10th day after the date an application to convert is received, the commissioner shall: (1) consent by written order to the...
- Texas Section 92.254 - Hearing On Application
(a) A hearing set under Section 92.253(2) must be held not later than the 25th day after the date the application is filed unless a...
- Texas Section 92.255 - Consummation Of Conversion
Within three months after the date of the commissioner's written order consenting to the conversion, the savings bank shall consummate the conversion in the manner...
- Texas Section 92.256 - Filing Of Charter Or Certificate
(a) The new financial institution shall file with the commissioner: (1) a copy of the charter issued to the new financial institution by the appropriate...
- Texas Section 92.257 - Effect Of Issuance Of Charter
On the issuance of a charter by the appropriate banking agency, the savings bank: (1) ceases to be a savings bank incorporated under this subtitle;...
- Texas Section 92.258 - Continuation Of Corporate Existence
After a savings bank is converted to another financial institution: (1) the corporate existence of the savings bank continues; and (2) the new financial institution...
SUBCHAPTER G CONVERSION OF OTHER FINANCIAL INSTITUTION TO SAVINGS BANK
- Texas Section 92.259 - Property And Obligations Of Converted Savings Bank
The new financial institution: (1) retains any property, right, or obligation of the converted savings bank; and (2) to the extent the provisions can be...
- Texas Section 92.301 - Application To Convert
(a) Another financial institution may convert to a savings bank if the conversion is approved by a majority vote of the members or shareholders of...
- Texas Section 92.302 - Election Of Directors; Execution And Acknowledgment Of Application And Bylaws
(a) At the meeting under Section 92.301(a), the members or shareholders shall elect directors of the savings bank. (b) The directors, or the president and...
- Texas Section 92.303 - Review By Commissioner; Approval
(a) On receipt of the application, the commissioner shall conduct an examination of the financial institution seeking conversion. (b) After the examination, the commissioner shall...
- Texas Section 92.304 - Hearing On Denial; Appeal
(a) An applicant is entitled to a hearing under Chapter 2001, Government Code, if: (1) the commissioner denies an application to convert; and (2) a...
- Texas Section 92.305 - Continuation Of Corporate Existence
After another financial institution is converted to a savings bank: (1) the corporate existence of the financial institution continues; and (2) the savings bank is...
- Texas Section 92.306 - Property And Obligations Of Converted Institution
(a) The property of another financial institution that converts to a savings bank vests in the savings bank. (b) The savings bank: (1) holds the...
- Texas Section 92.307 - Effect Of Conversion On Pending Legal Action
(a) A judicial proceeding to which the financial institution that converted is a party is not abated or discontinued by reason of the conversion and...
SUBCHAPTER H REORGANIZATION, MERGER, AND CONSOLIDATION IN GENERAL
- Texas Section 92.308 - Local Filing Of Conversion Order Required
The savings bank shall file a copy of the order of conversion in each county in which the financial institution that converted owned real property...
- Texas Section 92.351 - Authority To Reorganize, Merge, Or Consolidate
(a) A savings bank may reorganize, merge, or consolidate with a corporation, another financial institution, or another entity under a plan adopted by the board....
- Texas Section 92.352 - Notice And Hearing; Confidentiality
(a) On receiving a plan of reorganization, merger, or consolidation, the commissioner shall give: (1) public notice of the reorganization, merger, or consolidation in each...
- Texas Section 92.353 - Denial By Commissioner Of Plan
The commissioner shall issue an order denying the plan if: (1) the reorganization, merger, or consolidation would substantially lessen competition or restrain trade and would...
- Texas Section 92.354 - Alternative Or Additional Procedures
If the surviving financial institution is an entity other than a savings bank, the commissioner may accept, in addition to or instead of the requirements...
SUBCHAPTER I ADDITIONAL PROVISIONS FOR MERGER OR CONSOLIDATION OF FOREIGN AND DOMESTIC SAVINGS BANKS
- Texas Section 92.355 - Continuation Of Corporate Existence; Home Office Of Surviving Entity
(a) An entity that results from a reorganization, merger, or consolidation as provided by Section 92.351 has the property rights and obligations of the reorganized,...
- Texas Section 92.401 - Applicability Of Subchapter
(a) Except as provided by Section 92.407, this subchapter applies only to the merger or consolidation of a domestic savings bank with a foreign savings...
- Texas Section 92.402 - Adoption Of Merger Or Consolidation Plan
The board of the foreign savings bank must adopt the merger or consolidation plan. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1,
- Texas Section 92.403 - Notice And Hearing; Confidentiality
If the commissioner considers the domestic savings bank to be in an unsafe condition: (1) the provisions of Chapter 2001, Government Code, applicable to a...
- Texas Section 92.404 - Denial By Commissioner Of Application
If the surviving savings bank is a foreign savings bank, the commissioner shall deny the application if: (1) the law of the state in which...
- Texas Section 92.405 - Approval By Commissioner Of Plan
(a) If the commissioner approves the plan of merger or consolidation, the commissioner shall issue an order approving the merger or consolidation. (b) If the...
- Texas Section 92.406 - Enforcement Of Condition, Restriction, Or Requirement On Surviving Foreign Savings Bank
If the surviving savings bank is a foreign savings bank, the commissioner may enforce a condition, restriction, or requirement on the surviving savings bank that...
SUBCHAPTER J MERGER OF SUBSIDIARY CORPORATION
- Texas Section 92.407 - Merger Of Foreign Savings And Loan Association
(a) A foreign savings and loan association may merge with a domestic savings bank under this subchapter as if the foreign savings and loan association...
- Texas Section 92.451 - Authority To Merge
One or more corporations organized under the law of this state may merge into a savings bank that owns all the corporations' capital stock if:...
- Texas Section 92.452 - Articles Of Merger
(a) The articles of merger must: (1) be executed by the president or vice president and a secretary or assistant secretary of the savings bank...
- Texas Section 92.453 - Approval Of Merger
(a) The secretary of state shall approve the articles of merger if the secretary of state determines that: (1) the articles of merger comply with...
- Texas Section 92.454 - Effect Of Merger
(a) A merger takes effect on the date the last required certificate of merger is issued. (b) After the merger takes effect: (1) a corporation...
SUBCHAPTER K VOLUNTARY LIQUIDATION
- Texas Section 92.455 - Inapplicability Of Subchapter H
Subchapter H does not apply to a merger under this subchapter. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
- Texas Section 92.501 - Resolution To Liquidate And Dissolve
(a) A savings bank may liquidate and dissolve if: (1) at an annual meeting or a special meeting called for the purpose, the members or...
- Texas Section 92.502 - Distribution Of Assets
(a) The board, under the commissioner's supervision and in accordance with the approved liquidation plan, shall liquidate the affairs of the savings bank and reduce...
SUBCHAPTER L CHANGE OF CONTROL OF SAVINGS BANK
- Texas Section 92.503 - Final Report And Accounting
(a) On completion of the liquidation, the board shall file with the commissioner a final report and accounting of the liquidation. (b) The commissioner's approval...
- Texas Section 92.551 - Inapplicability Of Subchapter
This subchapter does not apply to a conversion, reorganization, merger, consolidation, or voluntary liquidation under Subchapter F, G, H, J, or K. Acts 1997, 75th...
- Texas Section 92.552 - Effect Of Subchapter On Other Law
This subchapter does not: (1) excuse or diminish notice requirements prescribed by this subtitle; or (2) prevent the commissioner from investigating, commenting on, or seeking...
- Texas Section 92.553 - Application For Change Of Control
(a) Control of a savings bank may change only if an application for approval of the change of control is filed with and approved by...
- Texas Section 92.554 - Notice Of Application
(a) On receipt of an application, the commissioner shall submit to the Texas Register for publication in the next issue after the date the application...
- Texas Section 92.555 - Confidentiality
(a) Except as provided by this section, information the commissioner obtains under this subchapter that is not published is confidential and may not be disclosed...
- Texas Section 92.556 - Denial Of Application
(a) The commissioner by order shall deny an application unless the applicant establishes that: (1) the acquisition would not: (A) substantially lessen competition; (B) restrain...
- Texas Section 92.557 - Notice Of Intent To Deny; Hearing
(a) Not later than the 60th day after the date the application is filed, the commissioner shall: (1) approve the application without a hearing; or...
- Texas Section 92.558 - Judicial Review
(a) An applicant may appeal a final order with the commissioner as defendant. (b) A party to the action may appeal the court's decision. The...
- Texas Section 92.559 - Unauthorized Change Of Control
If it appears that a change in control may have occurred without prior approval, the commissioner may call a hearing to determine whether: (1) a...
- Texas Section 92.560 - Injunction
(a) The attorney general on behalf of the commissioner may apply for equitable relief as the case may require, including an order prohibiting the violation,...
SUBCHAPTER M LIMITED SAVINGS BANK
- Texas Section 92.561 - Criminal Penalty
(a) A person commits an offense if the person intentionally makes a materially false or misleading statement to the commissioner with respect to the information...
- Texas Section 92.601 - Application To Organize
(a) Five or more adult residents of this state may apply to organize a savings bank as a limited savings bank by submitting to the...
- Texas Section 92.602 - Liability Of Members And Managers
A member, transferee of a member, or manager of a limited savings bank is not liable for a debt, obligation, or liability of the limited...
- Texas Section 92.603 - Contributions
A member of a limited savings bank is obligated to make contributions as required in the company agreement. Added by Acts 2005, 79th Leg., Ch....
- Texas Section 92.604 - Managers Of Limited Savings Bank
(a) Management of a limited savings bank shall be exercised by a board of managers consisting of not fewer than five or more than 21...
- Texas Section 92.605 - Withdrawal Or Reduction Of Member's Contribution
(a) A member may not receive from a limited savings bank any part of the member's contribution except as provided by rule adopted by the...
- Texas Section 92.606 - Company Agreement Of Limited Savings Bank
(a) A limited savings bank shall adopt a company agreement that contains provisions regulating the management and organization of the limited savings bank. The agreement...
- Texas Section 92.607 - Dissolution
(a) A limited savings bank organized under this subchapter is dissolved on: (1) the expiration of the period fixed for the duration of the limited...
- Texas Section 92.608 - Allocation Of Profits And Losses
The profits and losses of a limited savings bank may be allocated among the members and among classes of members as provided by the company...
- Texas Section 92.609 - Distributions
Subject to rules adopted by the finance commission, distributions of cash or other assets of a limited savings bank may be made to the members...
- Texas Section 92.610 - Amendment Of Governing Documents
(a) A limited savings bank may amend its certificate of formation by a majority vote of the members cast at any annual meeting or a...
- Texas Section 92.611 - Application Of Other Provisions To Limited Savings Banks; Miscellaneous Provisions
(a) This subtitle applies to a savings bank organized as a limited savings bank under this subchapter. In the event of a conflict between this...