2010 Wyoming Statutes
Title 13 - Banks, Banking And Finance
Chapter 2 - Organization Of Banks

CHAPTER 2 - ORGANIZATION OF BANKS

 

ARTICLE 1 - POWERS

 

13-2-101. Generally.

 

(a) Each bank may:

 

(i) Make contracts in its corporate name;

 

(ii) Sue and be sued;

 

(iii) Lend money on real and personal securities;

 

(iv) Buy, sell and discount bills of exchange, notes and all other written evidence of debt except as otherwise provided;

 

(v) Receive notes, buy and sell gold and silver coins and bullion where permitted by federal law;

 

(vi) Collect and pay over money;

 

(vii) Transact all other business pertaining to banking subject to the provisions and restrictions of this act;

 

(viii) Operate a savings department;

 

(ix) Operate a trust department and exercise all powers enumerated by W.S. 13-5-101(b);

 

(x) Act as executor, administrator, trustee, receiver, assignee or guardian of any estate, minor, incompetent or other persons subject to guardianship, and accept appointments by any court in connection with any of the foregoing. In the case of such appointment, or in case the bank shall be named as executor in any will or assignee of any assignment for the benefit of creditors, the bank shall not be required to give any bond or security unless directed by an order of the court making such appointment, or having jurisdiction of such will or assignment;

 

(xi) Sell insurance or annuities, provided however, all bank-related sales of insurance and annuities shall be in accordance with the Wyoming Insurance Code and subject to all other applicable state and federal laws and rules and regulations governing bank-related sale of insurance or annuities;

 

(xii) Engage in any activity that is usual or incidental to the business of banking, subject to the prior written approval of the commissioner. The commissioner shall not approve a request to engage in an incidental activity if he finds that the requested activity will adversely affect the safety and soundness of the bank; and

 

(xiii) Engage in any activity in which a federally chartered insured depository institution as defined by W.S. 13-2-802(a)(ix) operating within this state is authorized to engage, as approved by rule by the commissioner.

 

(b) Insurance underwriting shall not be approved as usual or incidental to the business of banking under this act, whether for a bank or an operating subsidiary, unless permitted for a federally chartered insured depository institution as defined by W.S. 13-2-802(a)(ix).

 

13-2-102. Perpetual duration.

 

A bank shall have perpetual duration except as otherwise provided by the articles of incorporation.

 

13-2-103. Federal deposit insurance.

 

All banks shall obtain insurance of their deposits by the United States and shall subscribe for insurance of deposit accounts by the federal deposit insurance corporation (FDIC).

 

ARTICLE 2 - CHARTERING

 

13-2-201. Organization and application.

 

Five (5) or more adult persons may organize a corporation for the purpose of carrying on general banking business in a place in this state designated in the articles of incorporation subject to the conditions prescribed by law. The incorporators shall subscribe and verify triplicate originals of the articles of incorporation and transmit them to the state banking commissioner.

 

13-2-202. Articles of incorporation.

 

(a) The articles of incorporation shall include the following information:

 

(i) The corporate name;

 

(ii) The object for which the corporation is organized;

 

(iii) The term of its existence which may be perpetual;

 

(iv) The place where its office shall be located and its operations conducted;

 

(v) The amount of capital stock and the number of shares;

 

(vi) The name and residence of each shareholder subscribing to more than ten percent (10%) of the stock and the number of his shares;

 

(vii) The number of directors and the names of those who shall manage the affairs of the corporation for the first year; and

 

(viii) A statement that the articles of incorporation are made to enable the incorporators to avail themselves of the advantages of the banking laws of the state.

 

(b) Copies of all amended articles of incorporation shall be filed in the same manner as the original articles of incorporation.

 

13-2-203. Repealed by Laws 1988, ch. 59, 1,2.

 

13-2-204. Repealed by Laws 1991, ch. 175, 3.

 

13-2-205. Repealed by Laws 1991, ch. 175, 3.

 

13-2-206. Renumbered as 13-1-606 by Laws 1993, ch. 115, 2.

 

13-2-207. Procedure upon filing of articles of incorporation, application and other information.

 

Upon filing with the state banking commissioner the articles of incorporation as required by W.S. 13-2-201 and 13-2-202, an application and any other information required by the rules and regulations of the board, the state banking commissioner shall notify the applicants in writing within thirty (30) calendar days of any deficiency in the required information or that the application has been accepted for filing. When the state banking commissioner is satisfied that all required information has been furnished, he shall notify the chairman of the board who shall establish a time and place within the county of the proposed financial institution location for a public hearing which shall be not less than sixty (60) days nor more than one hundred twenty (120) days after notice from the state banking commissioner that the application is in order. Within thirty (30) days after receipt of notice of the time and place of the public hearing, the applicant shall cause notice of filing of the application and of the hearing to be published at applicant's expense in a newspaper of general circulation within the county where the proposed financial institution is to be located. Publication shall be made at least once a week for three (3) consecutive weeks before the hearing stating the proposed location of the financial institution, the names of the proposed applicants for a charter, the nature of the activities to be conducted by the proposed institution and other information as the board shall prescribe from time to time by rules and regulations. The applicant shall furnish proof of publication to the state banking commissioner not more than ten (10) days prior to the hearing. The state banking commissioner shall send notice of the hearing to state and national banks, federal savings and loan associations and other financial institutions in the state who have requested notice from the state banking commissioner and to the appropriate federal financial institution regulatory authorities.

 

13-2-208. Application filing fee.

 

The application filed with the state banking commissioner shall be accompanied by a fee of fifteen thousand dollars ($15,000.00) to cover the expense of the investigation by the state banking commissioner, the expense of the public hearing and other related expenses. The fee shall be deposited by the state banking commissioner with the state treasurer into the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the director or commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner and the state banking board under this article and for chartering trust companies under chapter 5 of this title. If an application for a financial institution charter is withdrawn by the applicant at any time prior to the hearing on the application, the statutory application filing fee, less the amount of any expense authorized above and actually incurred, shall be refunded to the applicant. If the application expenses are less than fifteen thousand dollars ($15,000.00) the unexpended amount shall remain within the account.

 

13-2-209. Procedure for hearings on charter applications.

 

The hearing for a charter application shall be conducted as a contested case under the Wyoming Administrative Procedure Act and shall comply with the requirements of that act.

 

13-2-210. Emergency charters; fees.

 

(a) Notwithstanding any other provisions contained in this act, a financial institutions charter may be granted by the state banking commissioner without a hearing in any case determined by the state banking commissioner to be an emergency arising from the insolvency, or to prevent the failure, of an existing financial institution, but the granting of any emergency charter under this section is contingent upon the state banking commissioner determining that findings required by W.S. 13-2-212(a) have been satisfied.

 

(b) The application fee for an emergency charter is four thousand dollars ($4,000.00). The fee shall be deposited by the state banking commissioner with the state treasurer and credited to the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the director or commissioner. Funds from the account shall be expended to carry out the duties of the commissioner or the state banking board.

 

13-2-211. Investigation and examination by banking commissioner.

 

(a) Upon receiving the articles of incorporation, application and other information required, the state banking commissioner shall make a careful investigation and examination of the following:

 

(i) The character, reputation, financial standing and ability of the organizers;

 

(ii) The character, financial responsibility, banking or savings and loan or other financial experience and business qualifications of those proposed as officers;

 

(iii) The character and standing in the community and state of those proposed as directors, stockholders or owners;

 

(iv) The need in the community where the institution would be located giving particular consideration to the adequacy of existing financial facilities and the effect that the proposed institution would have upon existing financial institutions in the community;

 

(v) The ability of the community to support the proposed institution, including existing competition, the economic history of the community and the opportunity for profitable employment of financial institution funds; and

 

(vi) Such other facts and circumstances bearing on the proposed financial institution as the banking commissioner may deem relevant.

 

(b) The state banking commissioner shall submit his findings verbally and in writing at the public hearing on the application and shall be subject to cross-examination by any interested party. No relevant information shall be excluded by the board as hearsay.

 

13-2-212. Approval or disapproval of application; criteria for approval; action upon application; interim bank charter; fee.

 

(a) Within ninety (90) days after receipt of the transcript of the public hearing, the board shall in its discretion approve, conditionally approve or disapprove the application, but it shall not approve the application until it has ascertained to its satisfaction:

 

(i) The public need and convenience will be promoted by the establishment of the proposed financial institution;

 

(ii) Conditions in the community in which the proposed financial institution would transact business afford reasonable promise of successful operation;

 

(iii) The financial institution is being formed for no other purpose than the legitimate objects contemplated by the laws of the state;

 

(iv) The proposed capital and surplus are not less than the required minimum and are adequate in light of current and prospective conditions;

 

(v) The proposed officers and directors have sufficient experience, ability and standing to afford reasonable promise of successful operation;

 

(vi) The name of the proposed financial institution does not resemble so closely as to cause confusion the name of any other financial institution transacting business in the county; and

 

(vii) The applicants have complied with all applicable provisions of law.

 

(b) The board shall take action upon the application by stating its findings of fact and conclusions of law. If the board approves the application, the state banking commissioner shall endorse upon the articles of incorporation the approval and shall file one (1) copy with the secretary of state, retain one (1) copy in his files and return one (1) copy to the applicants within twenty (20) days after the date of the decision of the board approving the application. If the board conditionally approves an application by requiring increased capital or surplus, retention of additional qualified officers or directors, or change of name to avoid confusion, and upon compliance by the applicant, the state banking commissioner shall proceed as provided in the preceding sentence. If the board disapproves the application, the state banking commissioner shall mail notice of the disapproval to the applicants within twenty (20) days after the board's negative action.

 

(c) The board may waive the public hearing required under W.S. 13-2-207 if the application is for an interim bank charter to be used as a vehicle for merger with an existing bank which is currently serving the public need and convenience of the community, operating profitably, adequately capitalized, has officers and directors of proven ability and is to be chartered solely for the purpose of facilitating the merger and the change in ownership of the existing bank in accordance with W.S. 13-4-108. The application fee for an interim bank charter for which a public hearing is waived is four thousand dollars ($4,000.00). The fee shall be deposited by the state banking commissioner with the state treasurer and credited to the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the director or commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner or the state banking board.

 

13-2-213. Certificate of authority to commence business required; application; approval or denial; failure to commence business.

 

If the application is approved and a charter granted by the board, the financial institution shall not commence business before receiving a certificate of authority to operate from the state banking commissioner. The application for a certificate of authority shall be made to the state banking commissioner and shall certify that the capital and surplus have been paid in, the address at which the institution will operate and that all of the bylaws adopted have been attached as an exhibit to the application. The application shall state who the officers, directors and stockholders are at that time and have attached evidence that appropriate federal insurance of deposits has been obtained, where applicable. The state banking commissioner shall approve or deny an application for a certificate of authority within thirty (30) days after the application has been filed, but the authority of the state banking commissioner to disapprove any application is restricted solely to noncompliance with this section. If the state banking commissioner approves the application, he shall issue a certificate of authority to the organizers within twenty (20) days. If the state banking commissioner denies the application, he shall mail a notice of denial to the organizers within twenty (20) days, stating the reasons for denying the application, and grant to the organizers a maximum period of ninety (90) days to resubmit the application with the necessary corrections. If the applicant fails to comply with requirements of the notice of denial within ninety (90) days from the receipt of the notice, the approval of the application and articles of incorporation previously issued to the applying institution shall be revoked by the state banking commissioner. The failure of the state banking commissioner to act upon an application for a certificate of authority within thirty (30) days shall be deemed an approval. If the approved institution fails to commence business in good faith within one (1) year after the issuance of a certificate of authority by the state banking commissioner or any required federal approval, whichever is later, the charter and certificate of authority shall expire.

 

13-2-214. Decisions by board appealable; grounds.

 

Any decision of the board in approving or disapproving any charter or the issuance or denial of a certificate of authority is appealable to the district court of the county in which the institution is to be located in accordance with the provisions of the Wyoming Administrative Procedure Act. In addition to the grounds for appeal contained in the Wyoming Administrative Procedure Act, the appellant may appeal if the board or the state banking commissioner fails to make any of the findings required.

 

13-2-215. Report of interests in financial institutions by state banking commissioner and board members.

 

On or before January 10 of each calendar year the state banking commissioner and each member of the board shall submit to the governor a list of all assets and liabilities of any nature that he has in any financial institution in the state of Wyoming or elsewhere. The list shall be certified under oath and a copy shall be furnished to the chairman of the board.

 

ARTICLE 3 - CAPITAL REQUIREMENTS, STOCK, NOTES AND DEBENTURES

 

13-2-301. Requirements as to capital.

 

(a) The capital stock of each bank organized under this act shall be subscribed for as fully paid stock. No bank shall organize with a capital stock less than five hundred thousand dollars ($500,000.00).

 

(b) No bank shall commence business until the full amount of its authorized capital is subscribed and all capital stock is fully paid in. No bank may organize without a paid up surplus fund of at least twenty percent (20%) of its legally authorized capital stock, and undivided profits in sufficient amount for the expense of operation the first year as determined by the state banking commissioner.

 

13-2-302. Issue of stock.

 

A bank shall not issue any share of stock until the par value of the share has been actually paid in cash.

 

13-2-303. Increase or reduction of capital stock.

 

Any bank may increase or reduce the capital stock of the bank after receiving the written approval of the state banking commissioner and by the vote of the shareholders owning two-thirds (2/3) of the stock in the bank at a stockholders' meeting called for that purpose.

 

13-2-304. Transfer of stock and other ownership interests.

 

(a) The shares of stock of banks are personal property and shall be transferred on the books of the bank in such manner as the bylaws may provide. A transfer of stock in a bank is invalid until any impairment of its capital stock has been restored.

 

(b) Transfers of voting ownership interests of a bank or of a bank holding company shall be reported to the commissioner not less than ten (10) days prior to being made if the transfer:

 

(i) Equals or exceeds ten percent (10%) of the bank's or the bank holding company's voting ownership interests; or

 

(ii) Is made to a person owning or controlling ten percent (10%) or more and less than eighty percent (80%) of the bank's or the bank holding company's voting ownership interests.

 

(c) The state banking commissioner may disapprove any transfer of stock required to be reported if he finds that the transferee:

 

(i) Repealed by Laws 1993, ch. 115, 3.

 

(ii) Has been convicted of a felony; or

 

(iii) Has been removed from a position as director, officer or employee of a bank or other financial institution pursuant to an order of the state banking commissioner or appropriate federal regulatory authority.

 

13-2-305. Purchase or acceptance of own capital stock.

 

A bank shall not accept as collateral or purchase its own capital stock unless the taking of the collateral or purchase is necessary to prevent loss upon a debt previously contracted in good faith. The stock shall be sold by the bank within six (6) months from the date it was received as collateral or acquired by purchase unless the debt is paid in full.

 

13-2-306. Stock register; inspection.

 

A bank shall keep a stock register which is open for inspection during business hours to officers, directors and stockholders of the bank. The register shall contain the name, residence and number of shares of each stockholder and all transfers of stock, stating the time made, the number of shares and to whom transferred.

 

13-2-307. Voting by shareholders generally; balloting for directors.

 

(a) Each share entitles the owner to one (1) vote on all elections of directors and all other questions submitted at meetings of shareholders. Shareholders may vote by proxies executed in writing but no officer, clerk, teller or bookkeeper of the bank shall act as proxy. The presence in person or by proxy of the owners of at least fifty-one percent (51%) of the issued and outstanding capital stock at any meeting of stockholders constitutes a quorum. No shareholder whose liability to the bank is past due and unpaid shall be allowed to vote.

 

(b) In balloting for directors each qualified shareholder may vote the number of shares owned by him for as many directors as are to be elected or may cumulate his votes by giving one (1) candidate the number of votes equal to the number of directors to be elected multiplied by the number of his shares and he may distribute his votes cumulatively on the same principle among any number of candidates. The persons having the highest number of votes shall be declared elected as the board of directors for the ensuing corporate year.

 

13-2-308. Preferred stock.

 

(a) A bank may issue one (1) or more classes of preferred stock upon the approval of two-thirds (2/3) of the stockholders pursuant to this section and the approval of the state banking commissioner.

 

(b) Copies of the directors' and stockholders' minutes approving the issuance bearing the approval of the state banking commissioner shall be filed in the office of the secretary of state and treated as an amendment to the articles of incorporation.

 

(c) At a board of directors' meeting called on not less than one (1) days notice, the directors may adopt a resolution calling for the issuance of preferred shares. The directors shall then call a meeting of the stockholders of the corporation, giving not less than five (5) days notice for the purpose of stockholder approval.

 

(d) The voting rights and manner of retirement of preferred shares shall be as adopted in the resolution of the stockholders authorizing their issuance subject to the provisions of the articles of incorporation and the approval of the state banking commissioner.

 

(e) The holders of the preferred stock of the highest class shall be entitled to cumulative dividends of up to six percent (6%) per year before dividends are paid on any other stock. The holders of preferred stock of subsequent classes shall next be entitled to cumulative dividends of up to six percent (6%) in order of preference before dividends are paid to the holders of common stock. In any liquidation no payment shall be made to the holders of common stock until the holders of preferred stock have been paid the full par value of their stock and accumulated dividends in order of preference.

 

(f) The preferred stock and holders of preferred stock are not liable for assessments to restore impairment of capital or for any liability imposed by law on common stock or the holders of common stock.

 

(g) No issue of preferred stock is valid until the entire par value of the shares has been paid in cash or until arrangements satisfactory to the state banking commissioner have been made for payment.

 

(h) The par value of preferred stock shall be included in any determination of required capital under this act.

 

13-2-309. Issuance of capital notes or debentures; generally.

 

(a) A bank may issue, sell or pledge its capital notes or debentures if the bank has first obtained the written or voting approval of the shareholders holding a majority of the shares of the bank and the written approval of the state banking commissioner.

 

(b) The board of directors shall determine the terms of its capital notes or debentures subject to the provisions of W.S. 13-2-311 and subsection (c) of this section.

 

(c) The amount of outstanding capital notes or debentures of any bank shall not exceed fifty percent (50%) of the amount of the capital stock and surplus fund of the bank at the date of issue. The periods of maturities with respect to any issue shall not exceed twenty-five (25) years as prescribed by the state banking commissioner. Capital notes and debentures shall be subject to a schedule of prepayments or to an appropriate sinking fund for the amortization of the indebtedness.

 

13-2-310. Issuance of capital notes or debentures; approval by state banking commissioner.

 

The state banking commissioner may approve the issue of capital notes or debentures by any bank. Applications for approval shall be in writing and contain information which he requests including a full explanation of the need for and proposed use of the funds. The state banking commissioner shall consider whether the issuance would constitute sound banking practice and would be in the best interests of the public, depositors, creditors and stockholders of the bank.

 

13-2-311. Capital notes or debentures; provisions to be stated.

 

(a) The following provisions shall be stated in the capital notes or debentures:

 

(i) That the notes or debentures are an unsecured indebtedness of the bank and subordinate to the claims of creditors and depositors;

 

(ii) In the event of liquidation of the bank all depositors and creditors are entitled to be paid in full with interest provided by law prior to payment on the notes or debentures;

 

(iii) No payment will be made on the principal of the notes or debentures unless following the payment the aggregate of the capital, surplus and undivided profits of the bank is at least equal to the amount of the capital, surplus and undivided profits at the date of issue unless otherwise authorized by the state banking commissioner.

 

13-2-312. Capital notes or debentures; conversion into common or preferred stock.

 

Capital notes and debentures may be converted into shares of common or preferred stock in accordance with the provisions of the capital notes or debentures. If capital notes or debentures are converted the president or vice-president shall subscribe and verify triplicate originals of a certificate stating the amount of conversion and other information as required by the state banking commissioner. The certificates shall be delivered to and approved by the state banking commissioner who shall file one (1) of the certificates in his office, one (1) in the office of the secretary of state and return one (1) to the subscribing officer of the bank.

 

13-2-313. Capital notes or debentures; no assessment or liability.

 

Capital notes, debentures and the holders thereof are not subject to any assessment nor are holders of the notes or debentures liable for any debts or contracts of the bank.

 

13-2-314. Capital notes or debentures; proceeds not part of capital or surplus.

 

(a) The proceeds from the sale of capital notes or debentures shall not be considered a portion of the capital or surplus of the issuing bank nor treated as meeting any requirements, restrictions or conditions relating to the capital or surplus of a bank.

 

(b) The proceeds from the sale of notes or debentures issued may not be used to reduce or retire outstanding capital stock or surplus.

 

ARTICLE 4 - DIRECTORS

 

13-2-401. Authority to manage banks; qualifications.

 

The affairs of a bank shall be managed by not less than five (5) directors. Shareholders or the board of directors if provided by the articles of incorporation may adopt and amend bylaws for the management of the bank. Each director shall take an oath that he will faithfully and diligently perform the duties of his office and will not violate or knowingly permit the violation of any of the laws of this state relating to the banking business. Within thirty (30) days after being elected or appointed each director of a bank shall file with the state banking commissioner the oath required by this section and a sworn financial statement on a form prescribed by the state banking commissioner.

 

13-2-402. Election; term; vacancies; number.

 

(a) The initial and elected directors of any bank shall hold office for one (1) year and until their successors are elected and qualified except in cases of death, resignation or removal under the laws of this state. All elections shall be held annually on a day designated by the directors on or before April 30.

 

(b) If the annual election of directors is not held at the time designated an election may be held within sixty (60) days thereafter following notice by publication in three (3) consecutive issues of a weekly newspaper printed in the county in which the bank is located, or if no newspaper is printed in the county then in a newspaper of general circulation in the state.

 

(c) Any director who during his tenure as a director becomes insolvent or makes a general assignment of his property for the benefit of creditors shall vacate his office.

 

(d) Vacancies which reduce the board to less than five (5) members shall be filled within ninety (90) days of the vacancy by appointment by the remaining directors for the unexpired term. The board shall notify the banking commissioner of any vacancy on the board within thirty (30) days of the vacancy.

 

(e) Changes in the number of directors shall be authorized by a majority vote of the stockholders to be effective upon expiration of the current corporate year. The change may become effective immediately with the consent of the directors and written notification to the state banking commissioner.

 

13-2-403. Meetings; record of proceedings and business.

 

(a) The board of directors of a bank shall hold a regular meeting every quarter of the calendar year. At each meeting a detailed report showing every loan and investment in excess of one percent (1%) of the bank's capital and surplus made since the last report and the aggregate liability, direct or contingent, to the bank of each officer and director shall be submitted. The board of directors shall review the report and make it a part of the record of the meeting. The record shall show their approval or disapproval of the report.

 

(b) A record of the proceedings and business of all meetings shall be included in the bank's minutes. The record shall show the gross earnings of the bank and their disposition by indicating expenses and taxes paid, worthless items charged off, depreciation in assets, amount carried to surplus fund and amount of dividend and amount of undivided profits remaining.

 

13-2-404. Liability.

 

Any director who participates in or consents to any action of a bank in making loans in excess of or contrary to law or regulations shall be liable in his individual capacity for damages proximately sustained by the bank, its stockholders or other persons.

 

13-2-405. Repealed by Laws 1992, ch. 46, 2.

 

ARTICLE 5 - RESERVE REQUIREMENTS

 

13-2-501. Repealed by Laws 1981, ch. 29, 1.

 

13-2-502. Repealed by Laws 1981, ch. 29, 1.

 

13-2-503. Repealed by Laws 1981, ch. 29, 1.

 

ARTICLE 6 - BRANCH BANKS GENERALLY

 

13-2-601. Repealed By Laws 1997, ch. 75, 3.

 

 

13-2-602. Repealed By Laws 1997, ch. 75, 3.

 

 

13-2-603. Repealed By Laws 1997, ch. 75, 3.

 

 

13-2-604. Repealed By Laws 1997, ch. 75, 3.

 

 

13-2-605. Repealed By Laws 1997, ch. 75, 3.

 

 

13-2-606. Repealed By Laws 1997, ch. 75, 3.

 

 

13-2-607. Repealed By Laws 1997, ch. 75, 3.

 

 

ARTICLE 7 - STATEWIDE BRANCH BANKING

 

13-2-701. Definitions.

 

(a) As used in this act:

 

(i) "Branch" means any manned branch bank, branch office, branch agency, additional office, separate office or any branch or separate place of business operated by a parent bank in this state which offers any or all of the banking services conducted at a parent bank, but excludes a remote electronic terminal as defined in W.S. 13-1-501(a)(v) and loan production offices operated in accordance with W.S. 13-2-709;

 

(ii) Repealed by Laws 1995, ch. 62, 2.

 

(iii) Repealed by Laws 1993, ch. 115, 3.

 

(iv) "Parent bank" means a state or national bank which operates or has applied to operate a branch in this state;

 

(v) "This act" means W.S. 13-2-701 through 13-2-708.

 

13-2-702. Authorization; application; fee; activities; examination; criteria.

 

(a) With prior approval of the state banking commissioner a bank may establish and operate one (1) or more branches at any location in this state.

 

(i) Repealed By Laws 1999, ch. 41, 2.

 

(ii) Repealed By Laws 1999, ch. 41, 2.

 

(b) All applications for establishing and operating a branch shall be filed with the commissioner and be accompanied by a filing fee established by rule by the commissioner but not more than two thousand five hundred dollars ($2,500.00). The application shall be signed by the chief executive officer of the applicant bank and contain and be accompanied by the following information:

 

(i) Name and address of the applicant bank;

 

(ii) Exact location of the proposed branch;

 

(iii) Certification of publication of notice of the application at least once in a newspaper of general circulation in the county in which the proposed branch will be located;

 

(iv) Repealed By Laws 1999, ch. 41, 2.

 

(v) Certification that the applicant bank is well capitalized, as defined by rule of the commissioner;

 

(vi) Certification of compliance with the provisions of W.S. 13-3-201 relating to investment limitations in bank premises;

 

(vii) Certification that the establishment of the branch does not involve a prohibited insider transaction or management interlock;

 

(viii) Discussion of any planned variances in the applicant bank's lending policy, procedures or services at the proposed branch;

 

(ix) Other information as the commissioner may require in order to determine if the requirements of this section are met.

 

(c) The commissioner shall issue a certificate of authority for the branch to the applicant bank within twenty (20) days after receipt of the complete application and fee unless he finds:

 

(i) Establishment or operation of the proposed branch would pose undue risk to the capital or surplus requirements of the applicant bank;

 

(ii) The name of the proposed branch does not reasonably identify the branch as a branch of the applicant bank or is likely to unduly confuse the public; or

 

(iii) Repealed by Laws 1995, ch. 62, 2.

 

(iv) The applicant bank has failed to substantially comply with applicable law governing its operation.

 

(d) The certificate of authority expires one (1) year after its issuance unless the branch has opened and business has begun in good faith.

 

(e) The application fee provided by subsection (b) of this section shall be deposited by the state banking commissioner with the state treasurer and credited to the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the director or commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner or the state banking board. If the application expenses are less than the amount of the fee, the unexpended amount shall remain within the account.

 

(f) Repealed By Laws 1999, ch. 42, 3.

 

(g) Every branch bank in this state shall be licensed by the commissioner before operating, engaging in or conducting a banking business. The license shall be renewed annually, not more than sixty (60) nor less than thirty (30) days before the anniversary date upon which the initial license is issued.

 

(h) The commissioner shall fix the amount of the initial license fee and annual renewal fee by rule and regulation. Annual renewal fees may be assessed on a graduated or progressive scale based on deposits, assets, business volume, loans or a combination of these or other factors as determined by the commissioner.

 

(j) An application for an initial branch license or renewal of a branch license shall be submitted to the commissioner in writing in the form and containing the information required by the commissioner. Each licensed branch of a bank chartered under the laws of this state or of any other state is subject to compliance examinations as the commissioner deems necessary.

 

(k) The activities and operations of a branch are attributable to the applicant bank for purposes of determining qualification for authority to do business in this state.

 

(m) An out-of-state bank which has established a Wyoming branch by means of an interstate merger pursuant to article 8 of chapter 2 of this title, may establish and operate one (1) or more branches at any location in this state, subject to the requirements of subsections (g) through (k) of this section.

 

13-2-703. Amendment to articles of incorporation.

 

Before opening a branch under this act, the applicant bank shall deliver an amendment to its articles of incorporation reflecting the branch to the commissioner in the same manner provided in W.S. 13-4-102. W.S. 13-4-102 applies to all amendments to articles of incorporation delivered under this section.

 

13-2-704. Closing of a branch.

 

No branch shall be closed unless the parent bank certifies to the commissioner that all persons with an account at that branch have been notified of the date of closure not less than sixty (60) days before the date of closure and that a notice indicating the branch will be closed will be published in a newspaper of general circulation in the county in which the branch is located at least weekly for three (3) consecutive weeks prior to the calendar week in which the date of closure will occur.

 

13-2-705. Bank facility not a branch.

 

(a) Notwithstanding any other provision of this act, a bank may establish and operate a facility which shall not be considered a branch, but an extension or expansion of an existing parent bank or branch if the facility is:

 

(i) Within the boundary lines of a single contiguous area of property owned or leased and occupied as a place of business by a parent bank or branch bank, whether or not the facility is physically connected to the bank or place of business; or

 

(ii) Across a street, alley, railroad right-of-way or thoroughfare from the existing parent bank or branch bank when such facility is physically connected to the bank or place of business by a private, enclosed, secure overhead passageway, underground tunnel or pneumatic tube system; or

 

(iii) Within one thousand (1,000) yards of the parent bank or branch bank, whether or not such facility is physically connected to the bank or place of business, after being granted prior written approval of the department stating that the facility qualifies for this exemption.

 

13-2-706. No limits on authority of existing branches and banks.

 

Nothing in this act shall limit the authority of any existing branch or bank operating at the time this act takes effect.

 

13-2-707. Prohibition on foreign bank branching.

 

Nothing in this act shall be construed as permitting a bank to establish a branch in any state other than Wyoming. Except as provided in W.S. 13-2-702(m) and 13-2-901 through 13-2-904, a bank not authorized or organized to do business under the laws of this state, or a bank organized under the laws of a country other than the United States, shall not establish or operate a branch in the state of Wyoming.

 

13-2-708. Antitrust laws.

 

If, but for this act, any action by any one (1) or more banks would be in violation of the laws of this state or of the United States, commonly referred to as the antitrust laws, then this act shall be construed so as to permit or require only actions that shall not be in violation of the laws.

 

13-2-709. Loan production offices; activities; notification; examination; name.

 

(a) After notifying the commissioner, a bank may establish and operate one (1) or more loan production offices. A loan production office may conduct any of the following activities:

 

(i) Solicit loans on behalf of the bank or a branch of the bank;

 

(ii) Assemble credit information;

 

(iii) Make property inspections and appraisals;

 

(iv) Secure title information;

 

(v) Prepare applications for loans, including making recommendations with respect to action;

 

(vi) Solicit investors to purchase loans from the bank and to contract with the bank for servicing of such loans; and

 

(vii) Any other activity that federal authorities have approved for a loan production office operated by a national bank.

 

(b) A bank shall not accept deposits, originate deposits or savings or checking accounts, approve loans or disburse loan funds at a loan production office established pursuant to this section.

 

(c) The notification to the commissioner shall include the following information:

 

(i) The street address of the loan production office;

 

(ii) A general description of the area where the loan production office will be located;

 

(iii) The proposed activities to be conducted at the loan production office and the types of loans to be solicited at the office.

 

(d) Each loan production office shall be subject to examination and supervision by the commissioner in the same manner and to the same extent as the bank. If the commissioner determines that the loan production office is violating any applicable law or that the operation of the loan production office is adversely affecting the safety and soundness of the bank, the commissioner may take any appropriate administrative action authorized in this act.

 

(e) Nothing in this section shall prohibit a bank from establishing and operating a loan production office in a state other than Wyoming, provided that the bank complies with all applicable provisions of Wyoming law, the law of the state where the loan production office will be located and federal law.

 

(f) Every loan production office operating in this state, including a loan production office operated by a federally chartered financial institution or an out-of-state bank, shall include the words "loan production office" in its title, official documents, letterhead, advertisements, signs and any other communications with its customers or the general public.

 

ARTICLE 8 - INTERSTATE BRANCHING AND BANK MERGERS

 

13-2-801. Scope; legislative intent.

 

It is the express intent of this article to permit interstate branching by merger under section 102 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, Public Law No. 103-328, in accordance with the provisions set forth in this article.

 

13-2-802. Definitions.

 

(a) As used in this article:

 

(i) "Affiliate" has the meaning set forth in the Bank Holding Company Act, 12 U.S.C. section 1841(k);

 

(ii) "Bank" has the meaning set forth in 12 U.S.C. section 1813(h), provided that the term "bank" shall include a foreign bank only if organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands and the deposits of which are insured by the federal deposit insurance corporation;

 

(iii) "Bank supervisory agency" means any of the following:

 

(A) Any agency of another state with primary responsibility for chartering and supervising banks; and

 

(B) The office of the comptroller of the currency, the federal deposit insurance corporation, the board of governors of the federal reserve system and any successor to these agencies.

 

(iv) "Branch" means any manned branch bank, branch office, branch agency, additional office, separate office or any branch or separate place of business operated by a bank in this state which offers any or all of the banking services conducted at a parent bank, but excludes a remote electronic terminal as defined in W.S. 13-1-501(a)(v);

 

(v) "Control" shall be construed consistently with the provisions of 12 U.S.C. section 1841(a)(2);

 

(vi) "Home state" means:

 

(A) With respect to a state bank, the state by which the bank is chartered;

 

(B) With respect to a national bank, the state in which the main office of the bank is located;

 

(C) With respect to a foreign bank, the state determined to be the home state of the foreign bank under 12 U.S.C. section 3103(c).

 

(vii) "Home state supervisor" means, with respect to an out-of-state state bank, the bank supervisory agency of the state in which the bank is chartered;

 

(viii) "Host state" means a state, other than the home state of a bank, in which the bank maintains or seeks to establish and maintain a branch;

 

(ix) "Insured depository institution" means any institution included for any purpose within the definitions of "insured depository institution" as set forth in 12 U.S.C. section 1813(c)(2) and (3);

 

(x) "Interstate merger transaction" means:

 

(A) The merger or consolidation of banks with different home states, and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank; or

 

(B) The purchase of all or substantially all of the assets, including all of the branches, of a bank whose home state is different from the home state of the acquiring bank.

 

(xi) "Out-of-state bank" means a bank whose home state is a state other than Wyoming;

 

(xii) "Out-of-state state bank" means a bank chartered under the laws of any state other than Wyoming;

 

(xiii) "Resulting bank" means a bank that has resulted from an interstate merger transaction under this article;

 

(xiv) "State" means any state, territory or other possession of the United States, including the District of Columbia;

 

(xv) "Wyoming bank" means a bank whose home state is the state of Wyoming;

 

(xvi) "Wyoming state bank" means a bank chartered under the laws of the state of Wyoming.

 

13-2-803. Authority of state banks to establish interstate branches by merger.

 

With the prior approval of the commissioner, a Wyoming state bank may establish, maintain and operate one (1) or more branches in a state other than Wyoming pursuant to an interstate merger transaction in which the Wyoming state bank is the resulting bank. Not later than the date on which the required application for the interstate merger transaction is filed with the responsible federal bank supervisory agency, the applicant Wyoming state bank shall file an application on a form prescribed by the commissioner and pay the fee prescribed by W.S. 13-4-104. The applicant shall also comply with the applicable provisions of W.S. 13-4-101 through 13-4-114.

 

13-2-804. Interstate merger transactions and branching permitted.

 

(a) One (1) or more Wyoming banks may enter into an interstate merger transaction with one (1) or more out-of-state banks under this article, and an out-of-state bank resulting from the transaction may maintain and operate the branches in Wyoming of a Wyoming bank that participated in the transaction, provided that the conditions and filing requirements of this article are met.

 

(b) An interstate merger transaction shall not be permitted under this article, if, upon consummation of the transaction, the resulting bank, including all insured depository institutions that would be affiliates, would control thirty percent (30%) or more of the total amount of deposits held by all insured depository institutions in this state. Nothing in this subsection prohibits an out-of-state bank from merging with a Wyoming bank which, prior to the merger, controls thirty percent (30%) or more of the total amount of deposits held by all insured depository institutions in this state, if the out-of-state bank has not maintained a branch bank in Wyoming prior to the merger.

 

(c) Notwithstanding W.S. 13-4-111 or any other provision of law, an interstate merger transaction resulting in the acquisition by an out-of-state bank of a Wyoming bank shall not be permitted under this article unless the Wyoming bank, or a predecessor, has as of the proposed date of acquisition been in existence and in continuous operation, for at least three (3) years. A state bank resulting from the conversion of a federally chartered savings and loan, federally chartered savings bank or state savings and loan pursuant to W.S. 13-4-109 or a national bank resulting from the conversion of a federally chartered savings and loan or federally chartered savings bank pursuant to the procedures prescribed by the laws of the United States shall be deemed to have been in existence for the same period of time as the converting federally chartered savings and loan, federally chartered savings bank or state savings and loan or a predecessor.

 

13-2-805. Notice and filing requirements; license fee.

 

(a) Any out-of-state bank that will be the resulting bank pursuant to an interstate merger transaction involving a Wyoming bank shall notify the commissioner of the proposed merger not later than the date on which it files an application for an interstate merger transaction with the responsible federal bank supervisory agency, and shall submit a copy of that application to the commissioner together with a filing fee, if any, not exceeding four thousand five hundred dollars ($4,500.00), as required by the commissioner. Except as prohibited by federal law, any Wyoming state bank which is a party to the interstate merger transaction shall comply with the applicable provisions of W.S. 13-4-101 through 13-4-114 and with other applicable state and federal laws. Any out-of-state bank which will be the resulting bank in an interstate merger transaction shall provide satisfactory evidence to the commissioner of compliance with applicable requirements of W.S. 17-16-1503, 17-16-1506 and 17-16-1507.

 

(b) Every branch bank in this state shall be licensed by the commissioner before operating, engaging in or conducting a banking business. The license shall be renewed annually, not more than sixty (60) nor less than thirty (30) days before the anniversary date upon which the initial license is issued.

 

(c) The commissioner shall fix the amount of the initial license fee and annual renewal fee by rule and regulation. Annual renewal fees may be assessed on a graduated or progressive scale based on deposits, assets, business volume, loans or a combination of these or other factors as determined by the commissioner.

 

13-2-806. Powers; additional branches.

 

(a) An out-of-state state bank which establishes and maintains one (1) or more branches in Wyoming under this article may conduct any activities at the branch or branches that are authorized under the laws of this state for branches of Wyoming state banks.

 

(b) A Wyoming state bank may conduct any activities at any branch outside Wyoming that are permissible for a bank chartered by the host state where the branch is located, except to the extent the activities are expressly prohibited by the laws of this state or by any regulation or order of the commissioner applicable to the Wyoming state bank; provided, however, the commissioner may waive the prohibition if he determines, by order or regulation, that the involvement of out-of-state branches of Wyoming state banks in particular activities would not threaten the safety or soundness of the banks.

 

(c) An out-of-state bank that has established or acquired a branch in Wyoming under this article may establish or acquire branches in Wyoming to the same extent that any Wyoming bank may establish or acquire a branch in Wyoming under applicable federal and state law.

 

13-2-807. Examinations; periodic reports; cooperative agreements; assessment of fees.

 

(a) To the extent consistent with subsection (c) of this section, the commissioner may make such examinations of any branch established and maintained in this state pursuant to this article by an out-of-state bank as the commissioner may deem necessary to determine whether the branch is being operated in compliance with the laws of this state and in accordance with safe and sound banking practices. All operations of the licensed branch in this state are subject to the same laws, rules, regulations, restrictions and requirements that apply to a branch of a bank chartered under the laws of this state. Licensed branches are subject to the same requirements for examinations, and shall be assessed the same examination and service fees, as provided for branches of a bank chartered in this state.

 

(b) Records of the activities and operations in this state of a branch operating pursuant to this article shall be made available upon request of the commissioner. The commissioner may prescribe requirements for periodic reports regarding any out-of-state bank that operates a branch in Wyoming pursuant to this article. The required reports shall be provided by such banks or by the bank supervisory agency having primary responsibility for the bank. Any reporting requirement prescribed by the commissioner under this subsection shall be:

 

(i) Consistent with the reporting requirement applicable to Wyoming state banks; and

 

(ii) Appropriate for the purpose of enabling the commissioner to carry out his responsibilities under this article.

 

(c) The commissioner may enter into cooperative, coordinating or information-sharing agreements with any other bank supervisory agency or any organization affiliated with or representing one (1) or more bank supervisory agencies with respect to the periodic examination or other supervision of any branch in Wyoming of an out-of-state state bank, or any branch of a Wyoming state bank in any host state, and the commissioner may accept such parties' reports of examination and reports of investigation in lieu of conducting his own examinations or investigations.

 

(d) The commissioner may enter into contracts with any bank supervisory agency having concurrent jurisdiction over a Wyoming state bank or an out-of-state state bank operating a branch in this state pursuant to this article to engage the services of the agency's examiners at a reasonable rate of compensation, or to provide the services of the commissioner's examiners to the agency at a reasonable rate of compensation. Any such contract shall not be subject to the provisions of W.S. 9-2-1016(b).

 

(e) The commissioner may enter into joint examinations with any other bank supervisory agency having concurrent jurisdiction over any branch in Wyoming of an out-of-state bank or any branch of a Wyoming state bank in any host state.

 

(f) Each out-of-state state bank that maintains one (1) or more branches in this state may be assessed and, if assessed, shall pay supervisory and examination fees in accordance with the laws of this state and regulations of the commissioner. Notwithstanding any other provision of this title, the fees may be shared with other bank supervisory agencies or any organization affiliated with or representing one (1) or more bank supervisory agencies in accordance with agreements between the parties and the commissioner. All fees collected pursuant to this article shall be remitted to the state treasurer as collected and credited to the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the director or commissioner. Funds collected pursuant to this article shall be expended only to carry out the duties of the commissioner, the state banking board or as otherwise authorized under this article.

 

(g) By entering into an agreement pursuant to this section, the state of Wyoming does not waive its sovereign immunity.

 

13-2-808. Enforcement.

 

The commissioner may take joint enforcement actions with any other bank supervisory agency having concurrent jurisdiction over any branch in Wyoming of an out-of-state bank or any branch of a Wyoming state bank in any host state or may take such action independently if the commissioner deems the actions to be necessary or appropriate to carry out his responsibilities under this article or to ensure compliance with the laws of this state. In the case of an out-of-state state bank, the commissioner shall recognize the exclusive authority of the home state supervisor over corporate governance matters and the primary responsibility of the home state supervisor with respect to safety and soundness matters. If the commissioner determines that a branch maintained by an out-of-state state bank in this state, or a branch of a Wyoming bank operating in another state, is being operated in violation of any provision of the laws of this state, or that the branch is being operated in an unsafe and unsound manner, the commissioner shall have the authority to take all the enforcement actions as he would be empowered to take if the branch were a Wyoming state bank; provided, that the commissioner shall promptly give notice to the home state supervisor or host state supervisor, as applicable, of each enforcement action taken against an out-of-state bank and, to the extent practicable, shall consult and cooperate with the home state supervisor in pursuing and resolving the enforcement action.

 

13-2-809. Repealed By Laws 1999, ch. 42, 3.

 

13-2-810. Notice of subsequent merger.

 

Each out-of-state state bank that has established and maintains a branch in this state pursuant to this article, or the home state supervisor of the bank, shall give at least thirty (30) days prior written notice (or, in the case of an emergency transaction, any shorter notice that is consistent with applicable state or federal law) to the commissioner of any merger, consolidation, or other transaction that would cause a change of control with respect to the bank or any bank holding company that controls the bank, with the result that an application would be required to be filed pursuant to the federal Change in Bank Control Act of 1978, as amended, 12 U.S.C. section 1817(j), or the federal Bank Holding Company Act of 1956, as amended, 12 U.S.C. section 1841 et seq., or any successor statutes thereto.

 

ARTICLE 9 - FOREIGN BRANCH BANKING

 

13-2-901. Purpose.

 

(a) This article is intended generally to ensure that:

 

(i) Interstate state branches of out-of-state foreign banks may be established and operated in this state:

 

(A) To the extent consistent with the provisions of 12 U.S.C. section 3103; and

 

(B) Under terms and conditions that are comparable to and no less favorable than those applicable to the establishment of interstate federal branches in this state by out-of-state foreign banks.

 

(ii) The laws and regulations of this state applicable to the establishment of interstate state branches in this state by out-of-state banks do not, in a manner inconsistent with the laws and policies of the United States, discriminate against the establishment of interstate state branches in this state by out-of-state domestic banks that are owned or controlled by foreign banks or other foreign persons.

 

13-2-902. Definitions.

 

(a) As used in this article:

 

(i) "Foreign bank" means any company organized under the laws of a foreign country, a territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands, that engages directly in the business of banking. The term includes foreign commercial banks, foreign merchant banks and other foreign institutions that engage in banking activities usual in connection with the business of banking in countries where the foreign institutions are organized or operating;

 

(ii) "Home state" means as defined in W.S. 13-2-802(a)(vi);

 

(iii) "Interstate federal branch" means a branch of an out-of-state foreign bank established pursuant to 12 U.S.C. section 3103(a)(1);

 

(iv) "Interstate Wyoming state branch" means a branch of an out-of-state foreign bank that is established in this state pursuant to 12 U.S.C. section 3103(a)(2);

 

(v) "Out-of-state foreign bank" means a foreign bank, the home state of which is a state other than Wyoming;

 

(vi) "Out-of-state bank" means a bank, the home state of which is a state other than Wyoming;

 

(vii) "State" means as defined in W.S. 13-2-802(a)(xiv).

 

13-2-903. Establishment of interstate branches by out-of-state foreign banks.

 

An out-of-state foreign bank may establish an interstate Wyoming state branch in the same manner as, and subject to the same criteria, standards, conditions, requirements and procedures applicable to the establishment of interstate branches in this state by an out-of-state bank having the same home state in the United States.

 

13-2-904. Establishment of interstate branches by out-of-state domestic banks owned or controlled by foreign banks or other foreign persons.

 

An out-of-state domestic bank owned or controlled by a foreign bank or other foreign person may establish an interstate Wyoming state branch in the same manner as, and subject to the same criteria, standards, conditions, requirements and procedures applicable to the establishment of interstate branches in this state by an out-of-state bank having the same home state in the United States.