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PAG LIN 1 1 SENATE FILE 2301 1 2 1 3 AN ACT 1 4 RELATING TO THE OPERATION AND REGULATION OF BANKS AND MAKING 1 5 TECHNICAL CORRECTIONS. 1 6 1 7 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA: 1 8 1 9 Section 1. Section 524.912, Code 1997, is amended to read 1 10 as follows: 1 11 524.912 CUSTOMER SHALL BE FREE TO OBTAIN OWN INSURANCE AND 1 12 LOAN. 1 13 In any case in which any kind of insurance is required by 1 14 the state bank as a condition for lending money or in 1 15 connection with any other transaction, the customer shall be 1 16 free to obtain such insurance from a source of the customer's 1 17 selection. In the case of a sale of shares of stock, bonds, 1 18 or other securities, or real property by an officer or 1 19 employee, which is authorized by the board of directors of a 1 20 state bank in the manner provided for insubsection 3 of1 21 section 524.710, subsection 1, paragraph "b", the purchaser 1 22 shall be free to obtainanya loan for the purchasethereofof 1 23 such stock, bonds, or other securities, or real property from 1 24 a lender of the purchaser's selection. 1 25 Sec. 2. Section 524.1002, subsection 5, Code 1997, is 1 26 amended to read as follows: 1 27 5. Unless otherwise authorized by the instrument creating 1 28 the relationship, court order, or the laws of this state, a 1 29 state bank, as fiduciary, shall not, directly or indirectly, 1 30 sell any asset to the state bank for its own account, or to an 1 31 officer, director, or employee, nor purchase from the state 1 32 bank, or an officer, director, or employee, any asset or any 1 33 security issued by the state bank except, in the case of a 1 34 state bank, any of the following: 1 35 a. Investments in which a state bank may invest without 2 1 limitation pursuant to section 524.901, subsection1,3. 2 2 b. Assets purchased by the state bank pursuant to an 2 3 agreement whereby the state bank is bound to sell, and the 2 4 state bank as fiduciary is bound to buy, at a date not more 2 5 than one year from the date of acquisition by the state bank, 2 6 such assets at a price agreed upon at the time of acquisition 2 7 by the state bank, or. 2 8 c. Any asset sold to the state bank for its own account or 2 9 purchased in a fiduciary capacity from the state bank with the 2 10 prior approval of the superintendent. 2 11 Sec. 3. NEW SECTION. 524.1206 IDENTIFICATION OF LEGALLY 2 12 CHARTERED NAME OF BANK – REQUIRED USE OF NAME. 2 13 A state or national bank, at its locations in this state, 2 14 shall identify its principal place of business, any bank 2 15 office, or any bank branch in a manner which includes its 2 16 legally chartered name or a reasonable variation of such name. 2 17 The legally chartered name of the state or national bank shall 2 18 be used in all legal documents of such bank. 2 19 Sec. 4. Section 524.1405, subsection 2, paragraph f, Code 2 20 1997, is amended to read as follows: 2 21 f. The shares of each party to the merger that are to be 2 22 converted into shares, obligations, or other securities of the 2 23 surviving party or any other corporation or into cash or other 2 24 property are converted, and the former holders of the shares 2 25 are entitled only to the rights provided in the articles of 2 26 merger or to their rights underdivision XIII of this chapter2 27 section 524.1406. 2 28 Sec. 5. Section 524.1409, Code 1997, is amended to read as 2 29 follows: 2 30 524.1409AUTHORITY FORCONVERSION OF NATIONAL BANK OR 2 31 FEDERAL SAVINGS ASSOCIATION INTO STATE BANK. 2 32 A national bankmayor federal savings association, subject 2 33 to the provisions of this chapter, may convert into a state 2 34 bank upon authorization by and compliance with the laws of the 2 35 United States, adoption of a plan of conversion by the 3 1 affirmative vote of at least a majority of its directors and 3 2 the holders of two-thirds of each class of its shares at a 3 3 meeting held upon not less than ten days' notice to all 3 4 shareholders, and upon approval of the superintendent. 3 5 Sec. 6. Section 524.1410, unnumbered paragraph 1, Code 3 6 1997, is amended to read as follows: 3 7 A national bank or federal savings association shall make 3 8 an application to the superintendent for approval of the 3 9 conversion in a manner prescribed by the superintendent and 3 10 shall deliver to the superintendent, when available: 3 11 Sec. 7. Section 524.1411, unnumbered paragraph 1, Code 3 12 1997, is amended to read as follows: 3 13 The articles of conversion shall be signed by two duly 3 14 authorized officers of the national bank or federal savings 3 15 association and shall contain all of the following: 3 16 Sec. 8. Section 524.1411, subsection 1, Code 1997, is 3 17 amended to read as follows: 3 18 1. The name of the national bank or federal savings 3 19 association and the name of the resulting state bank. 3 20 Sec. 9. Section 524.1412, unnumbered paragraph 1, Code 3 21 1997, is amended to read as follows: 3 22 Within thirty days after the application for conversion has 3 23 been accepted for processing, the national bank or federal 3 24 savings association shall publish a notice of the delivery of 3 25 the articles of conversion to the superintendent once each 3 26 week for two successive weeks in a newspaper of general 3 27 circulation published in the municipal corporation or 3 28 unincorporated area in which the national bank or federal 3 29 savings association has its principal place of business, or if 3 30 there is none, a newspaper of general circulation published in 3 31 the county, or in a county adjoining the county, in which the 3 32 national bank or federal savings association has its principal 3 33 place of business. The notice shall set forth all of the 3 34 following: 3 35 Sec. 10. Section 524.1412, subsection 1, Code 1997, is 4 1 amended to read as follows: 4 2 1. The name of the national bank or federal savings 4 3 association and the name of the resulting state bank. 4 4 Sec. 11. Section 524.1413, Code 1997, is amended to read 4 5 as follows: 4 6 524.1413 APPROVAL OF CONVERSION BY SUPERINTENDENT. 4 7 1. Upon acceptance for processing of an application for 4 8 approval of a conversion, the superintendent shall conduct 4 9 such investigation as the superintendent deems necessary to 4 10 ascertain the following: 4 111.a. The articles of conversion and supporting items 4 12 satisfy the requirements of this chapter. 4 132.b. The plan adequately protects the interests of 4 14 depositors. 4 153.c. The requirements for a conversion under all 4 16 applicable laws have been satisfied and the resulting state 4 17 bank would satisfy the requirements of this chapter applicable 4 18 to it. 4 194.d. The resulting state bank will possess an adequate 4 20 capital structure. 4 21 2. Within ninety days after the application has been 4 22 accepted for processing, the superintendent shall approve or 4 23 disapprove the application on the basis of the investigation. 4 24 As a condition of receiving the decision of the superintendent 4 25 with respect to the application, the national bank or federal 4 26 savings association shall reimburse the superintendent for all 4 27 expenses incurred in connection with the application. The 4 28 superintendent shall give the national bank or federal savings 4 29 association written notice of the decision and, in the event 4 30 of disapproval, a statement of the reasons for the decision. 4 31 If the superintendent approves the application, the 4 32 superintendent shall deliver the articles of conversion, with 4 33 the superintendent's approval indicated on the articles of 4 34 conversion, to the secretary of state. The decision of the 4 35 superintendent shall be subject to judicial review pursuant to 5 1 chapter 17A. Notwithstanding the terms of the Iowa 5 2 administrative procedure Act, chapter 17A, a petition for 5 3 judicial review must be filed within thirty days after the 5 4 superintendent notifies the national bank or federal savings 5 5 association of the superintendent's decision. 5 6 Sec. 12. Section 524.1415, Code 1997, is amended to read 5 7 as follows: 5 8 524.1415 EFFECT OF FILING OF ARTICLES OF CONVERSION WITH 5 9 SECRETARY OF STATE. 5 10 1. The conversion is effective upon the filing of the 5 11 articles of conversion with the secretary of state, or at any 5 12 later date and time as specified in the articles of 5 13 conversion. The acknowledgment of filing is conclusive 5 14 evidence of the performance of all conditions required by this 5 15 chapter for conversion of a national bank or federal savings 5 16 association into a state bank, except as against the state. 5 17 2. When a conversion becomes effective, the existence of 5 18 the national bank or federal savings association shall 5 19 continue in the resulting state bank which shall have all the 5 20 property, rights, powers, and duties of the national bank or 5 21 federal savings association, except that the resulting state 5 22 bank shall have only the authority to engage in such business 5 23 and exercise such powers as it would have, and shall be 5 24 subject to the same prohibitions and limitations to which it 5 25 would be subject, upon original incorporation under this 5 26 chapter. The articles of incorporation of the resulting state 5 27 bank shall be the provisions stated in the articles of 5 28 conversion. 5 29 3. No liability of the national bank or federal savings 5 30 association, or ofitsthe national bank's or federal savings 5 31 association's shareholders, directors, or officersshall be, 5 32 is affected, nor shall anyby the conversion. A lien on any 5 33 property of the national bankbeor federal savings 5 34 association is not impaired by the conversion.AnyA claim 5 35 existing or action pending by or against the national bank or 6 1 federal savings association may be prosecuted to judgment as 6 2 if the conversion had not taken place, or the resulting state 6 3 bank may be substituted in its place. 6 4 4. The title to all real estate and other property owned 6 5 by the converting national bank or federal savings association 6 6 is vested in the resulting state bank without reversion or 6 7 impairment. 6 8 Sec. 13. Section 524.1416, Code 1997, is amended to read 6 9 as follows: 6 10 524.1416 AUTHORITY FOR CONVERSION OF STATE BANK INTO 6 11 NATIONAL BANK OR FEDERAL SAVINGS ASSOCIATION. 6 12 1. A state bank may convert into a national bank or 6 13 federal savings association upon authorization by and 6 14 compliance with the laws of the United States, and adoption of 6 15 a plan of conversion by the affirmative vote of at least a 6 16 majority of its directors and the holders of two-thirds of 6 17 each class of its shares at a meeting held upon not less than 6 18 ten days' notice to all shareholders. The authority of a 6 19 state bank to convert into a national bank or federal savings 6 20 association shall be subject to the condition that at the time 6 21 of the transaction, the laws of the United States shall 6 22 authorize a national bank or federal savings association 6 23 located in this state, without approval by the comptroller of 6 24 the currency of the United States or director of the office of 6 25 thrift supervision, as applicable, to convert into a state 6 26 bank under limitations and conditions no more restrictive than 6 27 those contained in this section and section 524.1417 with 6 28 respect to conversion of a state bank into a national bank or 6 29 federal savings association. 6 30 2. A state bank which converts into a national bank or 6 31 federal savings association shall notify the superintendent of 6 32 the proposed conversion, provide such evidence of the adoption 6 33 of the plan as the superintendent may request, notify the 6 34 superintendent of any abandonment or disapproval of the plan, 6 35 file with the superintendent and with the secretary of state a 7 1 certificate of the approval of the conversion by the 7 2 comptroller of the currency of the United States or director 7 3 of the office of thrift supervision, as applicable, and the 7 4 date upon which such conversion is to become effective. 7 5 Sec. 14. Section 524.1417, Code 1997, is amended to read 7 6 as follows: 7 7 524.1417 RIGHTS OF DISSENTING SHAREHOLDER OF CONVERTING 7 8 STATE OR NATIONAL BANK OR FEDERAL SAVINGS ASSOCIATION. 7 9 1. A shareholder of a state bank which converts into a 7 10 national bank or federal savings association who objects to 7 11 the plan of conversion is entitled to the rights and remedies 7 12 of a dissenting shareholder as provided in chapter 490, 7 13 division XIII. 7 14 2. If a shareholder of a national bank or federal savings 7 15 association, which converts into a state bank, objects to the 7 16 plan of conversion and complies with the requirements of 7 17 applicable laws of the United States, the resulting state bank 7 18 is liable for the value of the shareholder's shares as 7 19 determined in accordance with such laws of the United States. 7 20 Sec. 15. Section 524.1418, Code 1997, is amended to read 7 21 as follows: 7 22 524.1418 SUCCESSION TO FIDUCIARY ACCOUNTS AND APPOINTMENTS 7 23 – APPLICATION FOR APPOINTMENT OF NEW FIDUCIARY. 7 24 The provisions of section 524.1009 apply to a resulting 7 25 state or national bank or federal savings association after a 7 26 conversion with the same effect as though the state or 7 27 national bank or federal savings association were a party to a 7 28 plan of merger, and the conversion were a merger, within the 7 29 provisions of that section. 7 30 Sec. 16. Section 524.1601, subsection 1, paragraph d, Code 7 31 1997, is amended to read as follows: 7 32 d. The amount of profit, fees or other compensation 7 33 received, upon conviction of a violation ofsubsection 3 of7 34 section 524.710, subsection 1, paragraph "b". 7 35 8 1 8 2 8 3 MARY E. KRAMER 8 4 President of the Senate 8 5 8 6 8 7 8 8 RON J. CORBETT 8 9 Speaker of the House 8 10 8 11 I hereby certify that this bill originated in the Senate and 8 12 is known as Senate File 2301, Seventy-seventh General Assembly. 8 13 8 14 8 15 8 16 MARY PAT GUNDERSON 8 17 Secretary of the Senate 8 18 Approved , 1998 8 19 8 20 8 21 8 22 TERRY E. BRANSTAD 8 23 Governor
Text: SF02300 Text: SF02302 Text: SF02300 - SF02399 Text: SF Index Bills and Amendments: General Index Bill History: General Index
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