2010 Wyoming Statutes
Title 13 - Banks, Banking And Finance
Chapter 4 - Reorganization Of Banks
CHAPTER 4 - REORGANIZATION OF BANKS
ARTICLE 1 - MERGER, CONVERSION, CHANGE IN PLACE OF BUSINESS
13-4-101. Change in place of business.
(a) Any bank may apply in writing to the state banking commissioner for permission to change its place of business to any other municipality in the state. The application shall be accompanied by a fee of two thousand five hundred dollars ($2,500.00) and shall state the reasons for the proposed change, be signed by a majority of its board of directors and accompanied by the written assent to the application by the stockholders owning at least two-thirds (2/3) of its stock. The application 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.
(b) If the state banking commissioner determines that the change may be desirable, he shall hold a hearing upon the application pursuant to the Wyoming Administrative Procedure Act.
(c) The applicant shall publish notice of the hearing once a week for three (3) consecutive weeks in a newspaper of general circulation in all municipalities affected by the change. At the conclusion of the hearing if the state banking commissioner finds that a change of location is desirable and in the best interests of the bank and the municipality to which the bank is proposing to move, he shall grant a certificate authorizing the change of location.
13-4-102. Amendment to articles of incorporation.
(a) A bank may amend its articles of incorporation pursuant to the requirements of W.S. 17-16-1001 through 17-16-1009. The articles of amendment shall be executed in triplicate with the cashier or assistant cashier executing in the place of the corporate secretary. Notice of the shareholders' meeting to vote on a proposed amendment shall be given as provided by the bylaws of the bank.
(b) Triplicate originals of the articles of amendment shall be delivered to the state banking commissioner together with a fee required for filing documents with the secretary of state. If the state banking commissioner finds that the articles of amendment do not conform to law he shall return them to the corporation. If the state banking commissioner finds that the articles of amendment conform to the law he shall endorse on the articles of amendment his certificate of approval together with the word "filed" and the month, day and year of filing, and he shall file one (1) of the triplicate originals in his office and one (1) in the office of the secretary of state. The state banking commissioner shall issue a certificate of amendment, affix it to the third triplicate original of the articles of amendment and return it to the corporation or its representatives.
(c) Upon the issuance of the certificate of amendment by the state banking commissioner, the amendment is effective and the articles of incorporation shall be amended accordingly.
13-4-103. Cancellation of charter.
(a) The charter of any bank organized under this act is forfeited and cancelled in any of the following cases:
(i) Upon completion of a liquidation;
(ii) Merger which makes unnecessary the continued use of the charter of a bank due to the loss of its corporate identity to another banking institution;
(iii) If a regular place of business has not been maintained by any bank for two (2) years.
13-4-104. Merger or conversion into state bank; branch banking by merger or consolidation; application fees.
(a) Upon approval by the state banking commissioner, banks may be merged to result in a state bank or a national bank may convert into a state bank. The action by a national bank is subject to the laws of the United States.
(b) Any state or national bank that consolidates or merges in accordance with subsection (a) of this section may upon the completion of the consolidation or merger retain, operate and maintain the banking houses or offices of the merged or consolidated entities and provide other services or functions as would be permitted had the consolidation or merger not occurred. When a merger or consolidation application from a state bank results in maintaining the merged banking house or office as a branch, the application for merger shall be accompanied by an application fee of two thousand five hundred dollars ($2,500.00). For each additional bank being merged into the same bank, the application fee shall be increased by one thousand two hundred fifty dollars ($1,250.00). All fees 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.
(c) Nothing in this section shall authorize de novo branch banking.
13-4-105. Approval of merger by directors and state banking commissioner; disapproval.
(a) A majority of the members of the board of directors of each merging bank shall approve a merger agreement which shall contain:
(i) The name of each merging bank and location of each office;
(ii) With respect to the resulting bank:
(A) Its name and the location of its principal office which shall be a place that was the preexisting office of any merging bank;
(B) The name and residence of each director to serve until the next annual meeting of the stockholders;
(C) The name and residence of each executive officer;
(D) The amount of capital, the number of shares and the par value of each share;
(E) Whether preferred stock is to be issued and the amount, terms and preferences;
(F) The designation of the continuing bank, the charter of which is to be the charter of the resulting bank, together with the amendments to the continuing charter and to the continuing bylaws.
(iii) Provisions governing the manner of converting the shares of the merging banks into shares of the resulting bank;
(iv) A statement that the agreement is subject to approval by the state banking commissioner and by the stockholders of each merging bank;
(v) Provisions governing the manner of disposing of the shares of the resulting bank not taken by dissenting stockholders of merging banks;
(vi) Other provisions required by the state banking commissioner.
(b) After approval by the board of directors of each merging bank, the merger agreement shall be submitted to the state banking commissioner for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any merging national bank.
(c) Within thirty (30) days after receipt by the state banking commissioner of the papers specified in subsections (a) and (b) of this section, the state banking commissioner shall approve or disapprove the merger agreement. The state banking commissioner shall approve the agreement if it appears that:
(i) The resulting bank meets with the requirements of state law as to the formation of a new bank;
(ii) The agreement provides an adequate capital structure, including surplus, in relation to the deposit liabilities of the resulting bank and its other activities which are to continue or are to be undertaken;
(iii) The agreement is fair;
(iv) The merger is not contrary to the public interest.
(d) Where a resulting state bank is not to exercise trust powers, the state banking commissioner shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank.
(e) If the state banking commissioner disapproves an agreement, he shall state his objections and give an opportunity to the merging banks to amend the merger agreement to obviate the objections.
13-4-106. Approval of merger by stockholders.
(a) A merger which is to result in a bank shall be approved by the stockholders of each merging bank by a vote of two-thirds (2/3) of the outstanding voting stock of each class at a meeting called to consider the action which vote shall constitute the adoption of the charter and bylaws of the continuing bank, including the amendments in the merger agreement, as the charter and bylaws of the resulting bank.
(b) Notice of the meeting of the stockholders shall be given by publication in a newspaper of general circulation in the county where the principal office of each merging bank is located, at least once a week for three (3) successive weeks, and by mail, at least fifteen (15) days before the date of the meeting, to each stockholder of record of each merging bank at his address on the books of his bank, who has not waived notice in writing. No notice by publication need be given if written waivers are received from the holders of two-thirds (2/3) of the outstanding shares of each class of voting stock. The notice shall state that dissenting stockholders will be entitled to payment of the value of only those shares which are voted against approval of the plan.
13-4-107. Publication of merger notice.
Upon approval of a merger agreement by the stockholders of each merging bank, the elements of the agreement shall be incorporated in a notice of the proposed merger with the effective date of the merger. The notice shall be published once each week for three (3) successive weeks in a newspaper of general circulation in each of the counties in which the merging banks are located.
13-4-108. When merger effective; certificate of merger.
(a) A merger which is to result in a state bank, unless otherwise specified in the agreement becomes effective upon filing the executed agreement, copies of the resolutions of the stockholders of each merging bank approving it, an affidavit evidencing the publication and a copy of the publication with the state banking commissioner.
(b) The state banking commissioner shall issue in triplicate to the resulting bank a certificate of merger which constitutes a continuing charter specifying the name of each merging bank and the name of the resulting bank. The certificate is conclusive evidence of the merger and of the correctness of all proceedings and shall be filed by the resulting bank in the office of the secretary of state and in the office of the county clerk in each of the counties in which the merging banks were located.
13-4-109. Conversion of national bank, federally chartered savings bank or state savings and loan into state bank.
(a) A national bank, including a federally chartered savings and loan and a federally chartered savings bank, located in this state which follows the procedure prescribed by the laws of the United States to convert into a state bank may be granted a state charter by the state banking commissioner if the state banking commissioner finds that adequate provision has been made for successors to fiduciary positions held by the converting bank, the national bank, federally chartered savings and loan or federally chartered savings bank is legally in operation and that the resulting bank complies with the laws of the state of Wyoming. A state savings and loan chartered under chapter 6 of this act may convert into a state chartered bank in accordance with the provisions of this section. A state bank resulting from the conversion of a national bank, federally chartered savings and loan, federally chartered savings bank or state savings and loan pursuant to this section may retain, operate and maintain the banking houses or offices of the converting national bank, federally chartered savings and loan, federally chartered savings bank or state savings and loan.
(b) A financial institution seeking to convert under subsection (a) of this section may apply for a charter by filing with the state banking commissioner:
(i) A certificate signed by its president or vice president, secretary or cashier, and a majority of the entire board of directors setting forth the corporate action taken in compliance with the provisions of the laws of the United States, or this state as appropriate, confirming the conversion of a national to a state bank; and
(ii) The plan of conversion and the proposed articles of incorporation approved by the stockholders for the operation of the bank or savings and loan as a state bank.
(c) Before issuance of a charter notice of a conversion with its effective date shall be published once each week for three (3) successive weeks in a newspaper of general circulation in the county in which the financial institution is located.
(d) An affidavit evidencing the publication with a copy of the notice attached shall be filed with the state banking commissioner. The charter shall issue to become effective upon the effective date named in the notice.
(e) The articles of incorporation of the resulting state bank shall be filed with the secretary of state and the county clerk of the county by the resulting bank.
(f) The state banking commissioner shall collect from each financial institution applying for a charter under this section an amount sufficient to pay costs and expenses of processing the application, including all investigation, examination and hearing costs. The monies collected shall be remitted to the state treasurer and credited to the financial institutions administration account. Expenditures shall be made from the account only by warrants drawn by the state auditor upon vouchers issued and signed by the director or the commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner or the state banking board.
13-4-110. Dissenting shareholders.
(a) The owner of shares of a state bank which were voted against a merger to result in a state bank, or against the conversion of a state bank into a national bank, are entitled to receive their fair market value in cash, if and when the merger or conversion becomes effective, upon written demand, made to the resulting state or national bank at any time within thirty (30) days after the effective date of the merger or conversion accompanied by the surrender of the stock certificates. The value of the shares shall be determined, as of the date of the stockholders' meeting approving the merger or conversion, by three (3) appraisers, one (1) to be selected by the owners of two-thirds (2/3) of the dissenting shares involved, one (1) by the board of directors of the resulting state or national bank, and the third by the two (2) so chosen. The valuation agreed upon by any two (2) appraisers shall govern. If the appraisal is not completed within ninety (90) days after the merger or conversion becomes effective the state banking commissioner shall cause an appraisal to be made.
(b) The expenses of appraisal shall be paid by the resulting bank.
(c) The resulting state or national bank may fix an amount which it considers to be not more than the fair market value of the shares of a merging or the converting bank at the time of the stockholders' meeting approving the merger or conversion, which it will pay dissenting shareholders of the bank entitled to payment in cash. The amount due under the accepted offer or under the appraisal shall constitute a debt of the resulting bank.
13-4-111. Effect of merger or conversion.
(a) A resulting bank shall be considered the same entity as each merging bank or as the converting bank with all the property, rights, powers, duties and obligations of each merging bank or the converting bank, except as provided by state law in the case of a resulting state bank or federal law in the case of a resulting national bank and by the charter and bylaws of the resulting bank.
(b) A resulting bank may use the name of any merging bank or of the converting bank.
(c) Any reference to a merging or converting bank in writing is a reference to the resulting bank if not inconsistent with the other provisions of the writing.
13-4-112. Time for conforming to state law.
If a merging or converting bank has assets which do not conform to the requirements of state law for the resulting bank or carries on business activities which are not permitted for the resulting bank, the state banking commissioner may permit a reasonable time to conform with state law.
13-4-113. Transfer of assets and liabilities.
(a) A bank which is in the process of consolidating with another bank may transfer its assets and liabilities to the other bank upon written consent of the state banking commissioner.
(b) Without approval by the state banking commissioner assets shall not be carried on the books of the resulting bank at a valuation higher than that on the books of a merging or converting bank at the time of its last examination by a state or national bank examiner before the effective date of the merger or conversion.
13-4-114. Changing of state to national bank.
(a) A bank may merge with, convert into or reorganize as a national bank. The action to be taken by a merging or converting bank and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banks except that a vote of the holders of two-thirds (2/3) of each class of voting stock of a state bank is required for the merger or conversion. On conversion, the rights of dissenting stockholders shall be those specified in W.S. 13-4-110.
(b) Upon the completion of the merger or conversion, the franchise of any merging or converting state bank automatically terminates.
ARTICLE 2 - INSOLVENCY
13-4-201. Conditions.
(a) A bank is insolvent when any of the following conditions exist:
(i) When the actual cash market value of its assets is less than its liabilities;
(ii) When it fails to make good its reserve as may be required by this act, or the federal reserve board; or
(iii) When it fails to pay, in the manner commonly accepted by business practices including draft or cashier's check, its legal obligations to depositors on demand or to discharge any certificates of deposit, promissory notes or other indebtedness when due.
13-4-202. Transactions deemed void.
(a) The following transactions subsequent to any act of insolvency or in contemplation of insolvency with a view to prevent the application of bank assets in the manner prescribed by this act or with a view to the preference of one creditor over another are void:
(i) All transfers of notes, bonds, bills of exchange or other evidence of debt owing to any bank or of deposits to its credit;
(ii) All assignments of mortgages, securities or real estate or of judgments or decrees in its favor;
(iii) All deposits of money or other valuables for its use or for the use of any of its shareholders or creditors; and
(iv) All payments of money to either shareholders or creditors.
13-4-203. Impairment of capital; generally.
(a) If the state banking commissioner has reason to believe that the capital of any bank is impaired he shall examine the bank and ascertain the facts. If he finds an impairment of capital, he shall require the bank to restore the deficiency within sixty (60) days after the date of the request.
(b) The directors of each bank which has been requested to restore a deficiency shall, within fifteen (15) days from the date of the request, levy an assessment upon the common stock of the bank to repair the deficiency. Written notice of the request and of the amount of the assessment shall be mailed to each stockholder at his last known address, or served personally upon him. If any stockholder fails to pay the assessment within thirty (30) days of mailing or serving the notice the directors of the bank may sell the stock of the stockholder to the highest bidder at public auction. Notice of the sale shall be published for ten (10) days in a newspaper of general circulation published in the county where the bank is located and a copy of the notice of sale shall be served on the owner of the stock personally or by mail at his last known address ten (10) days before the day of sale. The stock may be sold at private sale without public notice. Before a private sale an offer in writing shall first be obtained and a copy of the offer served upon the owner of record of the stock either personally or by mailing a copy of the offer to his last known address. If, after service of the offer, the owner still fails to pay the assessment within two (2) weeks from the time of the service of the offer, the directors may accept the private offer or a larger offer. The stock shall not be sold for less than the amount of the assessment and cost of sale. Out of the proceeds of the sale the directors shall pay the assessment and the cost of sale and the balance shall be paid to the person whose stock has been sold. A sale of stock cancels the outstanding certificate evidencing the stock sold. A new certificate shall be issued by the bank to the purchaser.
(c) Repealed by Laws 1991, ch. 135, 2; ch. 146, 2.
(d) Repealed by Laws 1991, ch. 135, 2; ch. 146, 2.
(e) Repealed by Laws 1991, ch. 135, 2; ch. 146, 2.
13-4-204. Impairment of capital; reduction of capital.
The stockholders of any bank may remove an impairment of capital by reducing the stated capital of the bank if the reductions do not place the capital below the amount required by law to be maintained.
13-4-205. Impairment of capital; failure to restore.
If any board of directors fails to comply with any request to restore an impairment of capital for a period of more than thirty (30) days after a request is made by the state banking commissioner, the bank is conclusively presumed to be insolvent and the state banking commissioner shall immediately take possession of the bank and proceed to liquidate it as provided by law.
13-4-206. Voluntary liquidation.
By prior notification to the state banking commissioner the board of directors of a bank may place its assets under the control of the state banking commissioner for liquidation.
13-4-207. Repealed by Laws 1988, ch. 59, 1,2.
ARTICLE 3 - LIQUIDATION
13-4-301. Notice to state banking commissioner.
No receiver shall be appointed by any court nor shall any assignment for the benefit of creditors be filed in any court within this state for any bank doing business under the laws of this state without notice to the state banking commissioner unless the court finds it necessary to preserve the assets of the bank. The state banking commissioner may take possession of the bank within five (5) days after the service of notice upon him and further proceedings shall cease. The state banking commissioner shall administer the assets of the bank as provided in this act.
13-4-302. Federal deposit insurance corporation as receiver, liquidator or subrogee.
(a) The state banking commissioner may designate the federal deposit insurance corporation to act without bond as receiver or liquidator of any bank whose deposits are insured by the corporation and which has been closed for the purpose of liquidation without adequate provision being made for the payment of its depositors. The corporation may exercise all the powers of the state banking commissioner in connection with the liquidation of banks.
(b) If any bank closes and the federal deposit insurance corporation pays the insured deposit liabilities of the bank, the corporation is subrogated to all rights against the closed bank of each owner of a claim for deposit to the extent necessary to enable the federal deposit insurance corporation, under federal law, to make insurance payments available to depositors of closed insured banks. The subrogation is limited to the amount paid to each depositor by the federal deposit insurance corporation.
13-4-303. When bank taken possession of; resumption of business.
(a) After taking possession of any bank, the state banking commissioner shall record a certificate that the bank has been taken over by him with the county clerk of the county in which the bank is located. The certificate is notice that the state banking commissioner has authority to exercise all the powers given him by this act. The state banking commissioner shall record a like certificate in each county in which the bank owns any interest in property. The state banking commissioner shall immediately give written notice to anyone holding assets of the bank.
(b) No one knowing that the state banking commissioner has taken possession of the bank shall have a lien or charge for any liability subsequently incurred against any of the assets of the bank.
(c) The bank may resume business upon such conditions as may be approved by the state banking commissioner. In case of a resumption of business a written notice of the resumption shall be recorded with the same parties with whom notice of taking over was filed and shall act as an absolute release of the first notice and all rights under it.
13-4-304. Application by bank for injunction.
If any bank deems itself aggrieved by the state banking commissioner taking possession of the bank, it may within ten (10) days after the takeover apply to the district court of the judicial district in which the office of the bank was located to enjoin further proceedings. The court may dismiss the application or enjoin the state banking commissioner from further proceedings and direct him to surrender the business and property to the bank.
13-4-305. Appointment of deputy examiners.
The state banking commissioner may appoint special deputy state banking commissioners as agents to assist him in the duty of liquidation and distribution. A certificate of appointment shall be filed in the office of the county clerk of the county in which the bank was located. The state banking commissioner may require surety for the faithful discharge of their duties.
13-4-306. When bank permitted to continue business.
(a) If the state banking commissioner discovers upon taking possession of a bank that the bank is only temporarily embarrassed for want of available funds and that the bank's assets are sufficient to pay its liabilities leaving its capital unimpaired, or if the stockholders of the bank make good its capital, he may permit the officers and directors of the bank to arrange with the depositors and creditors for resumption of business by the bank.
(b) The bank when permitted to continue business shall pay all expenses of the state banking commissioner in taking charge of the bank and looking after its affairs while under his control including a per diem of ten dollars ($10.00).
ARTICLE 4 - COLLECTIONS OF ASSETS
13-4-401. General powers and duties of commissioner.
After taking possession of the bank the state banking commissioner may collect money due the bank, perform acts necessary to preserve its assets and business and shall proceed to liquidate the bank's affairs except as otherwise provided. The state banking commissioner shall collect all claims belonging to the bank. Upon the order of the district court in the judicial district in which the bank is located the state banking commissioner may sell or compound all doubtful debts and may sell all the real estate and personal property of the bank on the terms the court directs. The state banking commissioner shall execute and deliver to the purchaser of bank property the instruments necessary to evidence the passing of the title. If the real estate is situated outside the county in which the office of the bank was located a certified copy of the order authorizing the sale shall be filed in the office of the county clerk of the county in which the property is situated. The state banking commissioner may enforce the individual liability of the stockholders.
13-4-402. Notice to creditors.
The state banking commissioner shall give notice in newspapers as he may direct weekly for three (3) consecutive months, notifying persons who may have claims against the bank to present them to the state banking commissioner and to make legal proof of the claims at a place and a time not earlier than the last day of publication specified in the notice. The state banking commissioner shall mail a similar notice to all persons whose names appear as creditors upon the books of the bank.
13-4-403. Reports; inspection and filing.
(a) After taking possession of the assets of a bank, the state banking commissioner shall make and file the following reports:
(i) An inventory of the assets of the bank;
(ii) After the deadline for the presentation of claims, a complete list of the claims presented and indicating the claims rejected;
(iii) Supplemental lists showing all claims presented subsequent to the filing of the first list to be filed at least fifteen (15) days before the declaration of any dividend and at intervals not exceeding six (6) months.
(b) The inventory and list of claims shall be open at all reasonable times for inspection. One (1) copy of the inventory and list of claims shall be filed in the office of the state banking commissioner and one (1) copy filed in the office of the clerk of the district court for the county where the bank was located.
13-4-404. Rejection of claims; allowance of late claims.
If the state banking commissioner doubts the validity of any claim he may reject it and serve notice of the rejection upon the claimants either by mail or personally. An affidavit of the service of the notice, which is prima facie evidence of the service, shall be filed in his office. An action upon a rejected claim must be brought within six (6) months after the service. Claims presented and allowed after the expiration of the time fixed in the notice to creditors shall be paid the amount of all prior dividends if there are sufficient funds and share equitably in the distribution of the remaining assets in the hands of the state banking commissioner.
13-4-405. Objection to claims not rejected.
Objection to any claim not rejected by the state banking commissioner may be made by any interested party by filing a copy of the objection with the state banking commissioner, who shall present the objection to the district court after giving written notice to the party filing the objection setting forth the time and place of the presentation. The court shall hear the objections to the claim, refer it to a referee or direct that the issues be tried before a jury. The court may make proper provision for unproved or unclaimed deposits.
13-4-406. Deposit of money collected.
Moneys collected by the state banking commissioner shall be deposited in one (1) or more banks subject to his order and protected by bond in the same manner as deposits of public funds.
ARTICLE 5 - PREFERENCES, DISPOSITION OF ASSETS, REORGANIZATION
13-4-501. Expenses of liquidation first priority.
The expenses incurred by the state banking commissioner in the liquidation of a bank include the expenses of examiners employed in the liquidation and reasonable attorney fees incurred in the course of the liquidation. Compensation for these services shall be fixed by the state banking commissioner. The expenses shall be paid out of the property of the bank and shall be paid first in the order of priority.
13-4-502. Preference to negotiable instruments.
(a) Negotiable instruments issued by a bank as drawee in payment of checks or drafts deposited in any other bank for collection are entitled to preferred payment upon the insolvency of the issuing bank.
(b) Negotiable instruments issued by any collecting bank in exchange for checks or drafts deposited with or forwarded to the bank for payment by the bank on which the negotiable instruments are drawn are entitled to preferred payment upon the insolvency of the collecting bank.
(c) Negotiable instruments issued by a collecting bank in exchange for notes and other evidences of indebtedness deposited with or forwarded to the bank for collection are entitled to preferred payment upon the insolvency of the bank.
(d) The provisions of this section do not affect other claims entitled by law to preference against insolvent banks.
13-4-503. Rights of secured creditors, depositors or creditors.
The rights of secured creditors in the security pledged or in the capital stock assessment are not affected nor are the rights of depositors or creditors affected on bonds or other contracts with third parties by W.S. 13-4-505.
13-4-504. Reorganization.
(a) Any bank reorganization requiring the consent of depositors, stockholders and other creditors becomes effective only:
(i) When the state banking commissioner is satisfied that the plan of reorganization is fair and equitable to all depositors, stockholders and other creditors and is in the public interest; and
(ii) When, after reasonable notice of the reorganization, the following have given their consent in writing to the reorganization:
(A) Depositors and other creditors of the bank representing at least seventy-five percent (75%) of its total deposits and other liabilities; and
(B) Stockholders owning at least two-thirds (2/3) of its outstanding capital stock.
(b) The claims of depositors or other creditors which will be satisfied in full under the provisions of the plan of reorganization shall not be included among the total deposits and other liabilities of the bank in determining the consent requirements.
(c) When a reorganization becomes effective, all books, records and assets of the bank shall be disposed of in accordance with the provisions of the plan and the affairs of the bank shall be conducted by its board of directors in the manner provided by the state banking commissioner and the plan.
(d) All depositors, creditors and stockholders of the bank, whether or not they have consented, shall be fully bound by the provisions of an approved plan of reorganization. Claims of depositors and other creditors shall be treated as if the depositors, creditors and stockholders had consented to the plan of reorganization.
13-4-505. Hearing to be set; order for distribution of assets.
(a) Prior to ordering any distribution of the assets of a bank, the district court shall set a hearing, with notice to all creditors and stockholders as the court may direct.
(b) The district court upon application of the state banking commissioner may order the distribution of the assets of any bank which have come into the hands of the state banking commissioner for liquidation. The disposition shall be in conformity to any agreement of reorganization or sale of assets agreed to by the holders of seventy-five percent (75%) of the unsecured direct obligations of the bank. The court may make any modifications necessary to insure the equitable distribution of the assets of the bank.
13-4-506. Dividends; borrowing to pay dividends; court approval needed.
(a) After the expiration of the time for the presentation of claims, the state banking commissioner may declare dividends out of any remaining funds after payment of expenses. One (1) year from the first publication of notice to creditors he may declare a final dividend as directed by the district court.
(b) The state banking commissioner when he deems the payment of dividends without further delay to be advisable may borrow money from any governmental agency. As security for the loan, the state banking commissioner may pledge assets of the insolvent bank as necessary.
(c) The authority of this section shall be exercised only with the approval of the district court of the county in which the bank is located. The court shall determine the amount that may be borrowed, the rate of interest that may be paid, the maturity of the proposed loan and the assets that may be pledged as collateral.
ARTICLE 6 - CONSERVATORSHIP
13-4-601. Appointment; duty of commissioner.
(a) The state banking commissioner may appoint a conservator for a bank in order to conserve the assets of the bank for depositors and creditors. He may require a sufficient bond and security of the conservator. The conservator shall receive a fixed salary in an amount to be determined by the state banking commissioner.
(b) The conservator shall take possession of all assets of the bank and take action necessary to conserve the assets of the bank. The conservator may employ help necessary to perform his duties. The rights of all parties with respect to a bank in the possession of a conservator shall be the same as if the state banking commissioner had possession of the bank. All expenses of conservatorship shall be paid out of the assets of the bank and shall be a lien on the bank which is prior to any other liens.
(c) The state banking commissioner shall examine the affairs of banks under conservatorship as necessary to keep him informed of the financial condition of the bank.
13-4-602. Withdrawal and deposits.
(a) The state banking commissioner may require a conservator of a bank to make available for withdrawal by depositors and payment on a ratable basis to other creditors amounts that may safely be used for this purpose.
(b) The state banking commissioner may permit the conservator to receive deposits. Deposits received while the bank is in the hands of the conservator shall not be subject to any limitation as to payment or withdrawal, shall be segregated and shall not be used to liquidate any existing indebtedness of the bank or any subsequent indebtedness incurred for the purpose of liquidating any existing indebtedness. Deposits received while the 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 with a federal reserve bank or a bank within the state approved by the state banking commissioner.
13-4-603. Termination; authority of commissioner.
The state banking commissioner may terminate the conservatorship and permit the bank to resume the transaction of its business subject to limitations which he may prescribe in the public interest.
13-4-604. Termination; effect on payments and notice.
(a) Fifteen (15) days after the affairs of a bank have been turned back to its board of directors by the conservator the provisions of W.S. 13-4-602 shall no longer be effective.
(b) Before the conservator turns back the affairs of the bank to its board of directors he shall give notice in a newspaper of general circulation in the community in which the bank is located. The notice shall state the date on which the affairs of the bank will be returned to its board of directors and that the provisions of W.S. 13-4-602 will not be effective fifteen (15) days after that date. On the date of the publication of the notice, the conservator shall send to every depositor under W.S. 13-4-602 a copy of the notice by registered mail addressed to his last known address on the records of the bank and a notice to every person making a deposit in the bank under W.S. 13-4-602 after the date of the newspaper publication and before the affairs of the bank are returned to its directors.
ARTICLE 7 - COMPLETION OF LIQUIDATION
13-4-701. Payment of stockholders.
(a) If the state banking commissioner has paid the full amount of the claim to each depositor and creditor of the bank whose claims have been allowed, has made provision for unpaid deposits and has paid all the expenses of the liquidation, he shall call a meeting of the stockholders of the bank by giving notice for thirty (30) days in a newspaper published in the county in which the bank was located.
(b) At the meeting the stockholders shall determine whether the state banking commissioner shall continue to administer its assets and wind up the affairs of the bank or whether an agent shall be elected for that purpose. The stockholders shall vote by ballot, each share having one (1) vote. An affirmative vote by the majority of the stock is necessary for a determination.
(c) If it is determined to continue the liquidation under the state banking commissioner, he shall complete the liquidation of the affairs of the bank. After paying the expenses of the liquidation, he shall distribute the proceeds among the stockholders in proportion to the holdings of stock as directed by the district court.
(d) If it is determined to appoint an agent to liquidate, the stockholders shall select the agent by ballot. A majority of the stock present and voting is necessary for a choice. The agent shall file with the state banking commissioner a bond approved by the state banking commissioner to the state of Wyoming for the faithful performance of all the duties of his trust. The state banking commissioner shall then transfer assets of the bank to the agent. The state banking commissioner is discharged from all further liability to the bank and its creditors.
(e) The agent shall perform his duties as would the state banking commissioner except that the expenses of liquidation are subject to the control of the district court.
(f) In case of failure to act by any agent the stockholders may elect a successor.
13-4-702. Assets discovered after liquidation.
If assets are discovered after the liquidation proceeding has closed and in the opinion of the state banking commissioner the cost of distributing the assets would prevent the payment of a dividend exceeding one-half of one percent (0.5%), the assets shall be converted into money and paid to the commissioner.
13-4-703. Unclaimed dividends and deposits.
(a) Dividends and deposits remaining in the hands of the state banking commissioner six (6) months after the order for final distribution shall be deposited with the state treasurer who shall hold the dividends in a separate account. The state banking commissioner may order the money to be paid to the persons entitled thereto upon satisfactory evidence of their right. In case of doubt he may apply to the court for an order directing the payment. He may apply any interest earned by the money toward defraying the expenses of distribution of the unclaimed deposits or dividends to the depositors and creditors entitled to receive it.
(b) Dividends remaining in the hands of any receiver other than the state banking commissioner or in any account established pursuant to this subsection and unclaimed for five (5) years after the order for final distribution shall escheat to the state as provided by law.
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