2010 Wyoming Statutes
Title 13 - Banks, Banking And Finance
Chapter 6 - Savings And Loan Associations

CHAPTER 6 - SAVINGS AND LOAN ASSOCIATIONS

 

ARTICLE 1 - GENERALLY

 

13-6-101. Authority to charter.

 

The state banking board as provided by W.S. 13-1-606 and 13-2-207 through 13-2-214 is authorized to charter state savings and loan associations.

 

13-6-102. Articles of incorporation; bylaws.

 

(a) Not less than five (5) natural persons may associate for the purpose of carrying on a savings and loan business by making and acknowledging in triplicate and by filing articles of incorporation specifying:

 

(i) The name of the proposed association indicating the character of business to be conducted by the association;

 

(ii) The city and county where the principal place of business of the association is to be located, which must be within the state of Wyoming;

 

(iii) The number of its directors, which shall not be less than five (5);

 

(iv) The names, occupation and post office addresses of its first directors;

 

(v) The names, occupation and post-office addresses of the subscribers to the articles of incorporation, and a statement of the number of shares which each has agreed to take;

 

(vi) The amount of capital actually paid in.

 

(b) The articles shall be filed in the office of the state banking commissioner for his approval. The association shall at the same time file its bylaws.

 

(c) The articles of incorporation may be amended by a vote of at least two-thirds (2/3) of the shareholders voting at any meeting. A copy of the resolution making the amendment shall be certified in triplicate by the president and secretary and filed the same as original articles. The amendment is effective from the time of filing.

 

(d) Each association shall adopt bylaws which shall be in conformity with the laws of this state. Bylaws shall be open to the inspection of the state banking commissioner and the members of the association at its home office. All bylaws shall be approved by the state banking commissioner before becoming effective.

 

(e) Bylaws shall specify the terms and plans of becoming and continuing a member and of withdrawal, the plan of making loans, distributing profits, equalizing losses, providing for payment of expenses and for a fund with which to pay losses and other rules as are proper for the conduct of the business of the association not inconsistent with the laws of this state.

 

ARTICLE 2 - ORGANIZATIONAL REQUIREMENTS

 

13-6-201. Insurance.

 

The state banking commissioner may require as a condition of approval that associations be approved and their savings insured by the federal deposit insurance corporation.

 

13-6-202. Capitalization.

 

(a) Associations shall have permanent nonwithdrawable capital stock of one hundred dollars ($100.00) per share and this stock shall be subscribed for as fully paid stock. An association shall not organize with a capital stock less than five hundred thousand dollars ($500,000.00).

 

(b) If an association has par value capital stock outstanding of less than one percent (1%) of its savings and investment accounts outstanding, it shall either increase its capital stock to at least one percent (1%) of such outstanding savings accounts or discontinue the acceptance of savings and investment accounts until this amount of capital is provided.

 

13-6-203. Stock.

 

(a) The capital stock shall all be of one (1) class and shall be fully paid and nonassessable in all events.

 

(b) The owners of the stock shall be members of the association and entitled to one (1) vote for each share for election of directors and all other purposes.

 

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

 

(d) No preferred stock shall be issued, nor shall any shares be issued which are exempt from bearing their pro rata portion of loss.

 

13-6-204. Reserves.

 

(a) State savings and loan associations, in addition to the par value of their capital, shall set up and maintain reserves as follows:

 

(i) Except as provided in W.S. 13-7-102, before the declaration of a dividend for any period an association shall transfer an amount equal to at least five percent (5%) of its net earnings to a separate reserve account which shall be set up and maintained for the sole purpose of absorbing losses until the general reserve is equal to at least twelve percent (12%) of the savings liability. In the event that any credit to the general reserve is made in excess of the minimum five percent (5%) requirement, the dollar amount of the excess may be carried over as a credit toward the minimum requirement of any subsequent period. If the general reserve is not equal to at least twelve percent (12%) of its savings liability, credits, as above provided, shall again be made to the general reserve until it equals at least twelve percent (12%) of its savings liability. The board of directors may make additional transfers to other reserve accounts.

 

13-6-205. Repealed By Laws 1998, ch. 64, 2.

 

13-6-206. Bond of officers and agents.

 

Each officer or agent having the custody of money or securities of any association shall give a bond to the association in an amount to be determined by the board of directors of the association commensurate with his liability. The bond shall be approved by the state banking commissioner.

 

ARTICLE 3 - REORGANIZATION

 

13-6-301. Procedure generally.

 

(a) Any association organized under the laws of this state may reorganize the association and provide for the carrying on of its business under the laws of this state by a vote of two-thirds (2/3) of the shares of the members of the association who vote at the meeting. No meeting shall be called unless the plan has first been approved by the state banking commissioner, the federal deposit insurance corporation and the office of thrift supervision. Notice of the meeting shall contain a statement of the time, place and purpose of the meeting and an outline of the reorganization plan. Notice shall be given by mailing a copy to each shareholder at least thirty (30) days prior to the date of the meeting, addressed to the shareholder at his address shown by the books of the association. Shareholders may vote at the meeting in person or by proxy and all voting shall be by ballot. The plan of reorganization may provide for reincorporation under the existing corporate name or under a different name, may provide for the exchange of shares in the association for shares of the same or a different class in the reorganized association and may fix the time or times prior to which notice of withdrawal of shares issued in exchange for shares in the association being reorganized shall not be given, and, if the withdrawal of the shares is so postponed, this fact shall be printed or stamped on the face of the certificates evidencing shares so to be issued. All obligations to any prior association shall inure to the benefit of the reorganized association and be enforceable by it and in its name, and demands, claims and rights of action against any prior association may be enforced against the reorganized association as fully and completely as they might have been enforced before reorganization.

 

(b) Associations that are in the course of liquidation may reorganize. No reorganization is effective until approved by the state banking commissioner, the federal deposit insurance corporation and the office of thrift supervision and until the members holding three-fourths (3/4) of the outstanding shares have approved the plan in writing.

 

(c) A copy of the articles of incorporation of the association as reorganized, certified by the secretary of the association, shall be filed with the state banking commissioner in the same manner provided for amendments to articles of incorporation. All pending withdrawal applications shall be cancelled.

 

13-6-302. Conversion to federal association; procedure.

 

(a) Any state savings and loan association, or any other home financing association, eligible to become a federal savings and loan association may convert itself into a federal savings and loan association by the following procedure:

 

(i) At any meeting of the shareholders of the association called to consider a conversion and held in accordance with the laws governing the association, the shareholders by an affirmative vote of the majority of the shareholders present in person or by proxy may vote to convert the association into a federal savings and loan association;

 

(ii) A copy of the minutes of the meeting verified by the affidavit of the president and the secretary of the meeting shall be filed within ten (10) days in the state banking commissioner's office, the federal deposit insurance corporation and the office of thrift supervision;

 

(iii) After the adjournment of the meeting of shareholders, the association shall take the necessary action to make it a federal savings and loan association. Within ten (10) days of receipt of the federal charter a copy of the charter issued to the association by the federal deposit insurance corporation or the office of thrift supervision or a certificate showing the organization of the association as a federal savings and loan association certified by, or on behalf of, the federal deposit insurance corporation or the office of thrift supervision shall be filed in the state banking commissioner's office and upon filing the association ceases to be a state association and becomes a federal savings and loan association.

 

13-6-303. Conversion to federal association; effect.

 

(a) When a conversion becomes effective as provided by W.S. 13-6-302, an association ceases to be supervised by this state and all of the property of the association shall continue to be vested in the association under its new name and style as a federal savings and loan association.

 

(b) The federal savings and loan association at the time of the conversion is responsible for all of the obligations of the state association to the same extent as though the conversion had not taken place.

 

13-6-304. Conversion to state association; procedure.

 

(a) Any savings and loan association organized under the federal laws and doing business in this state may convert itself into a state savings and loan association under the laws of this state by the following procedure:

 

(i) At any meeting of the shareholders and members of any association called to consider a conversion and held in accordance with the laws governing the association, the shareholders and members by an affirmative vote of a majority of shares represented may vote to convert the association into a guaranty savings and loan association organized under the laws of this state. At this meeting directors of the converted association shall be chosen, and either the meeting shall adopt or the directors chosen shall adopt bylaws for the converted association;

 

(ii) A copy of the minutes of the meeting of the shareholders and members, verified by the affidavit of the president or vice president and the secretary of the meeting, shall be filed within ten (10) days after the meeting with the federal deposit insurance corporation or office of thrift supervision and in the state banking commissioner's office. The verified copy of the minutes of the meeting, when filed, is presumptive evidence of the holding and the action of the meeting;

 

(iii) The association shall then organize itself as a state savings and loan association under the laws of this state, including the filing of appropriate articles of incorporation, adoption of bylaws and election of officers and full compliance with the provisions of W.S. 13-2-201, 13-2-202 and 13-2-207 through 13-2-215. Upon completion of its organization, the association ceases to be a federal savings and loan association and becomes a state savings and loan association subject to the supervision of the state banking commissioner, the federal deposit insurance corporation and the office of thrift supervision.

 

13-6-305. Conversion to state association; certificate.

 

Before a conversion is effective pursuant to W.S. 13-6-304, the association shall file in the state banking commissioner's office a certificate from the federal deposit insurance corporation that the conversion is acceptable to the federal deposit insurance corporation or the office of thrift supervision.

 

13-6-306. Conversion to state association; effect.

 

When a conversion is effective, all the property of the federal savings and loan association continues to be vested in the association as a state savings and loan association. The state savings and loan association shall remain responsible for all the obligations of the federal association.

 

ARTICLE 4 - LIQUIDATION

 

13-6-401. When state banking commissioner to take charge; refusal to so permit.

 

(a) If it appears to the state banking commissioner that the affairs of any savings and loan association are in an unsound condition or that it is conducting its business in an unsafe or unlawful manner, the state banking commissioner may take possession of all books, records and assets of the association and hold them pending further proceedings.

 

(b) If the person in charge of the association refuses to permit the state banking commissioner to take possession, the state banking commissioner shall inform the attorney general who shall take whatever action is necessary to place the state banking commissioner in immediate possession of the property of the association.

 

13-6-402. Directors to relieve unsound condition; duty.

 

If it appears that the affairs of the association are in fact in an unsound condition, the state banking commissioner shall at once notify in writing the board of directors of the association of his decision, giving them twenty (20) days in which to restore the affairs of the association to a sound condition. Meanwhile, the state banking commissioner shall remain in charge of all books, records and assets of the association. He shall attend or be represented at all directors' and stockholders' meetings and suggest steps necessary to restore the association to a sound condition.

 

13-6-403. Directors to relieve unsound condition; failure.

 

If the affairs of the association are not restored within the twenty (20) days, the state banking commissioner shall report the facts to the attorney general, who shall institute proceedings in the district court of the proper county for the appointment of a receiver and for the dissolution of the association or other proceedings as may be required.

 

13-6-404. Losses exceeding reserves or earnings.

 

Whenever the losses of an association exceed the reserve account they may be charged against the undivided earnings, if any, and if they also exceed undivided earnings, the state banking commissioner may proceed to wind up the affairs of such association.

 

13-6-405. Banking commissioner to be appointed receiver; assistants; bonding requirements.

 

The state banking commissioner shall be appointed the receiver for any savings and loan association. No fee shall be allowed the state banking commissioner as the receiver, but he may appoint, upon the approval of the court, persons to assist him in any receivership proceedings as may be required. The compensation or fees of persons appointed by the state banking commissioner shall be fixed by the court and shall be paid, together with all other costs and expenses of the receivership, out of the assets of the association. The state banking commissioner may require each of the persons appointed to execute to him a bond as he may deem necessary. The state banking commissioner may designate the federal deposit insurance corporation or the office of thrift supervision to act without bond as receiver or liquidator of any savings and loan association whose assets are insured by the corporation and which has been closed for the purpose of liquidation.

 

13-6-406. Priority of claims.

 

(a) The claim of the owners of guaranty capital stock in an association is junior to the claim of savings and investment account holders and no part of the guaranty capital shall be withdrawn or retired until all savings and investment account holders have been paid in full at par with interest and all other claims have been paid and the corporation is liquidated.

 

(b) The claim of savings and investment account holders against the association is senior to the guaranty capital stockholders but junior to the claims of general creditors of the association. Savings and investment accounts shall be issued upon a uniform basis and without discrimination.