Text: H08243 Text: H08245 Text: H08200 - H08299 Text: H Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 Amend House File 2484 as follows: 1 2 #1. Page 1, by inserting before line 1 the 1 3 following: 1 4 "DIVISION I 1 5 DIVISION OF BANKING" 1 6 #2. Page 14, by inserting after line 33 the 1 7 following: 1 8 "DIVISION II 1 9 CREDIT UNIONS 1 10 Sec. . Section 533.2, Code 2003, is amended to 1 11 read as follows: 1 12 533.2 AMENDMENTS. 1 13 1.The articlesArticles of incorporationor the1 14bylawsmay be amended by a favorable vote of a 1 15 majority of the members present at a meeting, if that 1 16 number constitutes a quorum and if the proposed 1 17 amendment was contained in the notice of the meeting. 1 18 2. Bylaws mayalsobe amended byaany of the 1 19 following methods: 1 20 a. The favorable vote of a majority of the members 1 21of the board, or bypresent at a meeting, if that 1 22 number constitutes a quorum and if the proposed 1 23 amendment was contained in the notice of the meeting. 1 24 b. The favorable vote of a majority of the members 1 25 of the board. 1 26 c. By a majority vote of members voting by mailed 1 27 or electronic ballot,according to procedures1 28specified by rule of the superintendent requiring at1 29least twenty days' notice to all members, mailed1 30ballotsensuring the confidentiality of voters, 1 31announcement to members of the results of the vote,1 32and preservation of the ballots for a reasonable1 33period of timeaccording to procedures specified by 1 34 rule of the superintendent, requiring at least twenty 1 35 days' notice to all members.All amendments must be1 36approved by the superintendent before they become1 37effective.An announcement shall be made to members 1 38 of the results of the vote. Ballots shall be 1 39 preserved for a reasonable period of time following 1 40 the vote. 1 41 d. A combination of procedures as specified in 1 42 paragraphs "a" and "c", whereby members are allowed to 1 43 vote either in person at a meeting or by mailed or 1 44 electronic ballot, according to procedures specified 1 45 by rule of the superintendent. If the proposed 1 46 amendment receives a favorable majority of the total 1 47 votes cast in person and by mailed ballot, the bylaws 1 48 shall be amended. 1 49 Sec. . Section 533.4, subsection 5, Code 2003, 1 50 is amended by adding the following new paragraph: 2 1 NEW PARAGRAPH. j. Any investment permitted by 2 2 federal credit unions, provided that this paragraph 2 3 shall not permit a credit union to invest in a credit 2 4 union service organization except as provided in 2 5 paragraph "f". 2 6 Sec. . Section 533.4, Code 2003, is amended by 2 7 adding the following new subsection: 2 8 NEW SUBSECTION. 28. Set off a member's accounts 2 9 against any of the member's debts or liabilities owed 2 10 the state credit union pursuant to an agreement 2 11 entered into between the member and the credit union. 2 12 The credit union shall also have a lien on the shares 2 13 and deposits of a member for any sum due the credit 2 14 union from the member or for any loan endorsed by the 2 15 member. 2 16 Sec. . Section 533.6, subsection 2, Code 2003, 2 17 is amended to read as follows: 2 18 2. The superintendent may make or cause to be made 2 19 an examination of each credit union whenever the 2 20 superintendent believes such examination is necessary 2 21 or advisable, but in no event less frequently than 2 22 once during eacheighteen-monthtwenty-four-month 2 23 period. A credit union designated as serving 2 24 predominantly low-income members shall be reviewed 2 25 during each examination to ensure that such credit 2 26 union is continuing to meet the standards established 2 27 by rule of the superintendent. Each credit union and 2 28 all of its officers and agents shall give to the 2 29 representatives of the superintendent free access to 2 30 all books, papers, securities, records, and other 2 31 sources of information under their control. A report 2 32 of such examination shall be forwarded to the 2 33 chairperson of each credit union within thirty days 2 34 after the completion of the examination. Within 2 35 thirty days of the receipt of this report, a meeting 2 36 of the directors shall be called to consider matters 2 37 contained in the report and the action taken shall be 2 38 set forth in the minutes of the board. The 2 39 superintendent may accept, in lieu of the examination 2 40 of a credit union, an audit report conducted by a 2 41 certified public accounting firm selected from a list 2 42 of firms previously approved by the superintendent. 2 43 The cost of the audit shall be paid by the credit 2 44 union. 2 45 Sec. . Section 533.8, Code 2003, is amended to 2 46 read as follows: 2 47 533.8 ELECTIONS. 2 48 1. At the organization meeting there shall be 2 49 elected a board of directors of not less than nine 2 50 members to hold office for such terms as the bylaws 3 1 provide and until successors are elected and qualify. 3 2 2. At each annual meeting there shall be elected 3 3 one member to fill each position vacated by reason of 3 4 expiring terms or other causes. 3 5 3. Pursuant to rules adopted by the 3 6 superintendent, state credit unions may allow members 3 7 to vote on the election of directors via electronic 3 8 means including, but not limited to, the internet or 3 9 telephone. 3 10 4. A record of the names and addresses of the 3 11 directors, officers and committee persons shall be 3 12 filed with the superintendent within ten days 3 13 following each election. 3 14 5. A state credit union wishing to maintain a 3 15 board of directors of less than nine members may apply 3 16 to the superintendent for permission to reduce the 3 17 required number of directors to no fewer than seven 3 18 members. An application to reduce the required number 3 19 of directors under this subsection must demonstrate 3 20 both of the following: 3 21 a. The application is necessitated by a hardship 3 22 or other special circumstance. 3 23 b. The lesser number of directors is in the best 3 24 interest of the credit union and its members. 3 25 Sec. . Section 533.9, Code 2003, is amended to 3 26 read as follows: 3 27 533.9 DIRECTORS AND OFFICERS. 3 28 1. Within five days following the organization 3 29 meeting and each annual meeting, the directors shall 3 30 elect from their own number a chairperson of the 3 31 board, a vice chairperson, a secretary, and a chief 3 32 financial officer whose title shall be designated by 3 33 the board of directors. 3 34 2. The board shall appoint a credit committee of 3 35 not less than three members, and an auditing committee 3 36 of not less than three members, and may also appoint 3 37 alternate members of the credit committee. 3 38 3. Only a member of the board of directors or a 3 39 member of the credit union may be appointed to the 3 40 credit committee or to the auditing committee. 3 41 4. The board may appoint an executive committee to 3 42 act on its behalf when designated for that purpose. 3 43 5. The duties and responsibilities of a director 3 44 and of the board of directorshave generalshall 3 45 include, but are not limited to, all of the following: 3 46 a. General management of the affairs of the state 3 47 credit unionincluding, but not limited to, the power3 48to fix. 3 49 b. Setting the amount of the surety bondwhich3 50 that shall be required of all officers and employees 4 1 handling money. 4 2 c. Periodic review of the original records of the 4 3 state credit union, or comprehensive summaries 4 4 prepared by the officers of the credit union, 4 5 pertaining to loans, security interests, and 4 6 investments. 4 7 d. Review of the adequacy of the state credit 4 8 union's internal controls. 4 9 e. Periodic review of utilization of security 4 10 measures. 4 11 f. Establishing education and training programs to 4 12 ensure that the directors possess adequate knowledge 4 13 to manage the affairs of the state credit union. 4 14 6. a. Directors of a state credit union shall 4 15 discharge the duties of their position in good faith 4 16 and with that diligence, care, and skill which 4 17 ordinarily prudent persons would exercise under 4 18 similar circumstances in like positions. 4 19 b. The directors have a continuing responsibility 4 20 to assure themselves that the state credit union is 4 21 being managed according to law and that the practices 4 22 and policies adopted by the board are being 4 23 implemented. 4 24 7. Unless the bylaws provide otherwise, the board 4 25 of directors may permit any and all directors to 4 26 participate in all except one meeting per year of the 4 27 board of directors through the use of any means of 4 28 communication by which all directors participating in 4 29 the meeting may simultaneously hear each other and 4 30 communicate during the meeting. A director 4 31 participating in a meeting by this means is deemed to 4 32 be present at the meeting. 4 33 8. a. A director, committee member, officer, or 4 34 employee of a state credit union shall not directly or 4 35 indirectly participate in either the deliberation upon 4 36 or the determination of any matter in which the 4 37 director, committee member, officer, or employee has a 4 38 direct or indirect interest. 4 39 b. For the purposes of this subsection, an 4 40 interest may include, but is not limited to, a 4 41 pecuniary or familial interest. 4 42 Sec. . Section 533.12, subsection 1, Code 2003, 4 43 is amended to read as follows: 4 44 1. The capital of a credit union shall consist of 4 45 the payments that have been made to it by the several 4 46 members thereof on shares.The credit union shall4 47have a lien on the shares and deposits of a member for4 48any sum due to the credit union from the member or for4 49any loan endorsed by the member.A credit union may 4 50 charge an entrance fee as may be provided by the 5 1 bylaws. 5 2 Sec. . Section 533.19, Code 2003, is amended to 5 3 read as follows: 5 4 533.19 EXPULSION – WITHDRAWAL. 5 5 1. The board of directors may expel any member who 5 6 has failed to do either of the following: 5 7 a. Carry out the member's obligations to the state 5 8 credit union. 5 9 b. Comply with the state credit union's bylaws or 5 10 policies. 5 11 2. A member may be expelled by a majority vote of 5 12 the board of directors at a regular or special meeting 5 13 of the board. 5 14 a.TheAn expelled member may request a hearing 5 15 before the membership of the credit union. A meeting 5 16 of the membership shall be held within sixty days of 5 17 the member's request. 5 18 b. The membership may, by majority vote at the 5 19 membership meeting, reinstate the expelled member upon 5 20 terms and conditions prescribed by it. 5 21 3. Any member may withdraw from the credit union 5 22 at any time, but notice of withdrawal may be required 5 23 as provided in this section. 5 24 4. All amounts paid on shares or as deposits of an 5 25 expelled or withdrawing member, with any dividends or 5 26 interest accredited thereto, to the date thereof, 5 27 shall, after deducting all amounts due from the member 5 28 to the credit union and an amount as necessary to 5 29 honor outstanding share drafts drawn against accounts 5 30 of the member, be paid to the member. 5 31 5. Upon expulsion or withdrawal of a member from a 5 32 credit union, or at any other time, the credit union 5 33 may require sixty days' notice of intention to 5 34 withdraw shares and thirty days' notice of intention 5 35 to withdraw deposits, except that a credit union shall 5 36 not at any time require notice of withdrawal with 5 37 respect to funds which are subject to withdrawal by 5 38 share drafts. 5 39 6. Withdrawing or expelled members shall have no 5 40 further rights in the credit union but are not, by 5 41 such expulsion or withdrawal, released from any 5 42 remaining liability to the credit union. 5 43 Sec. . NEW SECTION. 533.19A SUSPENSION OR 5 44 RESTRICTION OF SERVICES. 5 45 1. A state credit union may suspend or deny 5 46 certain services to members who have performed any of 5 47 the following actions: 5 48 a. Caused a loss to the state credit union. 5 49 b. Violated the membership agreement or any policy 5 50 adopted by the board. 6 1 c. Been physically or verbally abusive to state 6 2 credit union members or staff. 6 3 2. Members with suspended services may maintain a 6 4 share account and continue to vote at annual and 6 5 special meetings. 6 6 Sec. . Section 533.38, Code 2003, is amended by 6 7 adding the following new subsection: 6 8 NEW SUBSECTION. 12. Establish one or more capital 6 9 accounts in the same manner as if it were a federal 6 10 credit union. 6 11 DIVISION III 6 12 BANKS ARE LIMITED LIABILITY COMPANIES 6 13 Sec. . Section 422.11, Code 2003, is amended to 6 14 read as follows: 6 15 422.11 FRANCHISE TAX CREDIT. 6 16 The taxes imposed under this division, less the 6 17 credits allowed under section 422.12, shall be reduced 6 18 by a franchise tax credit. A taxpayer who is a 6 19 shareholder in a financial institution, as defined in 6 20 section 581 of the Internal Revenue Code, which has in 6 21 effect for the tax year an election under subchapter S 6 22 of the Internal Revenue Code, or is a member of a 6 23 financial institution organized as a limited liability 6 24 company under chapter 524 that is taxed as a 6 25 partnership for federal income tax purposes, shall 6 26 compute the amount of the tax credit by recomputing 6 27 the amount of tax under this division by reducing the 6 28 taxable income of the taxpayer by the taxpayer's pro 6 29 rata share of the items of income and expense of the 6 30 financial institution and subtracting the credits 6 31 allowed under section 422.12. This recomputed tax 6 32 shall be subtracted from the amount of tax computed 6 33 under this division after the deduction for credits 6 34 allowed under section 422.12. The resulting amount, 6 35 which shall not exceed the taxpayer's pro rata share 6 36 of the franchise tax paid by the financial 6 37 institution, is the amount of the franchise tax credit 6 38 allowed. 6 39 Sec. . Section 524.103, subsections 6, 8, 17, 6 40 20, 30, 31, and 33, Code 2003, are amended to read as 6 41 follows: 6 42 6. "Articles of incorporation" means the original 6 43 or restated articles of incorporation and all 6 44 amendments thereto and includes articles of merger. 6 45 "Articles of incorporation" also means the original or 6 46 restated articles of organization and all amendments 6 47 including articles of merger if a state bank is 6 48 organized as a limited liability company under this 6 49 chapter. 6 50 8. "Bank" means a corporation or limited liability 7 1 company organized under this chapter or 12 U.S.C. } 7 2 21. 7 3 17. "Control" means when a person, directly or 7 4 indirectly or acting through or together with one or 7 5 more persons, satisfies any of the following: 7 6 a. Owns, controls, or has the power to vote fifty 7 7 percent or more of any class of voting securities or 7 8 membership interests of another person. 7 9 b. Controls, in any manner, the election of a 7 10 majority of the directors, managers, trustees, or 7 11 other persons exercising similar functions of another 7 12 person. 7 13 c. Has the power to exercise a controlling 7 14 influence over the management or policies of another 7 15 person. 7 16 20. "Executive officer" means a person who 7 17 participates or has authority to participate, other 7 18 than in the capacity of a director or manager, in 7 19 major policymaking functions of a state bank, whether 7 20 or not the officer has an official title, whether or 7 21 not such a title designates the officer as an 7 22 assistant, or whether or not the officer is serving 7 23 without salary or other compensation. The chief 7 24 executive officer, chairperson of the board, the 7 25 president, every vice president, and the cashier of a 7 26 state bank are deemed to be executive officers, unless 7 27 such an officer is excluded, by resolution of the 7 28 board of directors of a state bank or by the bylaws of 7 29 the state bank, from participation, other than in the 7 30 capacity of a director, in major policymaking 7 31 functions of the state bank, and the officer does not 7 32 actually participate in the major policymaking 7 33 functions. All officers who serve on a board of 7 34 directors are deemed to be executive officers, except 7 35 as provided for in section 524.701, subsection 3. 7 36 30. "Shareholder" means one who is a holder of 7 37 record of shares in a state bank. If a state bank is 7 38 organized as a limited liability company under this 7 39 chapter, "shareholder" means any member of the limited 7 40 liability company. 7 41 31. "Shares" means the units into which the 7 42 proprietary interests in a state bank are divided, 7 43 including any membership interests of a state bank 7 44 organized as a limited liability company under this 7 45 chapter. 7 46 33. "State bank" means any bank incorporated 7 47 pursuant to the provisions of this chapter after 7 48 January 1, 1970, and any "state bank" or "savings 7 49 bank" incorporated pursuant to the laws of this state 7 50 and doing business as such on January 1, 1970, or 8 1 organized as a limited liability company under this 8 2 chapter. 8 3 Sec. . Section 524.103, Code 2003, is amended 8 4 by adding the following new subsections: 8 5 NEW SUBSECTION. 9A. "Board of directors" means 8 6 the board of directors of a state bank as provided in 8 7 section 524.601. For state banks organized as a 8 8 limited liability company under this chapter, "board 8 9 of directors" means a board of directors or board of 8 10 managers as designated by the limited liability 8 11 company in its articles of organization or operating 8 12 agreement. 8 13 NEW SUBSECTION. 18A. "Director" means a member of 8 14 the board of directors and includes a manager of a 8 15 state bank organized as a limited liability company 8 16 under this chapter. 8 17 NEW SUBSECTION. 23A. "Manager" means a person 8 18 designated by the members to manage a state bank 8 19 organized as a limited liability company under this 8 20 chapter as provided in the articles of organization or 8 21 an operating agreement and may include a member of the 8 22 board of directors. 8 23 NEW SUBSECTION. 23B. "Member" means a person with 8 24 a membership interest in a state bank organized as a 8 25 limited liability company under this chapter. 8 26 NEW SUBSECTION. 23C. "Membership interest" means 8 27 a member's share of the profits and losses, the right 8 28 to receive distributions of assets, and any right to 8 29 vote or participate in management, of a state bank 8 30 organized as a limited liability company under this 8 31 chapter. 8 32 Sec. . Section 524.301, Code 2003, is amended 8 33 to read as follows: 8 34 524.301 INCORPORATORS – ORGANIZERS. 8 35 A state bank may be incorporated or organized as a 8 36 limited liability company under this chapter by one or 8 37 more individuals eighteen years of age or older, a 8 38 majority of whom shall be residents of this state and 8 39 citizens of the United States. 8 40 Sec. . NEW SECTION. 524.302A ARTICLES OF 8 41 INCORPORATION – LIMITED LIABILITY COMPANY. 8 42 1. The articles of incorporation of a state bank 8 43 organized as a limited liability company under this 8 44 chapter shall be in the form prescribed by the 8 45 superintendent, and shall set forth all of the 8 46 following: 8 47 a. The name of the state bank, that it is 8 48 organized for the purpose of conducting the business 8 49 of banking, and that it is organized under the 8 50 provisions of this chapter. 9 1 b. The street address of the limited liability 9 2 company's initial registered office and the name of 9 3 its initial registered agent at that office. 9 4 c. The location of the state bank's proposed 9 5 principal office of the limited liability company, 9 6 which may be the same as the registered office, but 9 7 need not be within this state. 9 8 d. The duration of the state bank, which shall be 9 9 perpetual. 9 10 e. The aggregate number of common and preferred 9 11 shares which the state bank shall have authority to 9 12 issue and the par value of such shares. If such 9 13 shares are to be divided into classes or series, the 9 14 number of shares of each class or series and a 9 15 statement of the par value of the shares of each class 9 16 or series. 9 17 f. The number of managers constituting the initial 9 18 board of directors and the names and addresses of the 9 19 individuals who are to serve as directors until 9 20 successors are elected and qualify. A statement that 9 21 the exclusive authority to manage the state bank is 9 22 vested in a board of directors that is elected or 9 23 appointed by the members, that operates in 9 24 substantially the same manner as, and has 9 25 substantially the same rights, powers, privileges, 9 26 duties, and responsibilities as, a board of directors 9 27 of a state bank chartered as a corporation under this 9 28 chapter. 9 29 g. A provision that the articles of incorporation, 9 30 operating agreement, or other organizational documents 9 31 of the state bank shall not require the consent of any 9 32 other owner in order for an owner to transfer 9 33 membership interests in the state bank, including 9 34 voting rights. 9 35 2. The articles of incorporation may set forth any 9 36 or all of the following: 9 37 a. Provisions not inconsistent with law regarding 9 38 management of the business and regulation of the 9 39 affairs of the state bank. 9 40 b. Any provision required or permitted by this 9 41 chapter to be set forth in the operating agreement. 9 42 3. The articles of incorporation need not set 9 43 forth any of the organizational powers enumerated in 9 44 this chapter. 9 45 Sec. . Section 524.303, Code 2003, is amended 9 46 to read as follows: 9 47 524.303 APPLICATION FOR APPROVAL. 9 48 The incorporators or organizers shall make an 9 49 application to the superintendent for approval of a 9 50 proposed state bank in the manner prescribed by the 10 1 superintendent and shall deliver to the 10 2 superintendent, together with such application: 10 3 1. The articles of incorporation. 10 4 2. Applicable fees, payable to the secretary of 10 5 state as specified in section 490.122 or 490A.124, for 10 6 the filing and recording of the articles of 10 7 incorporation. 10 8 Sec. . Section 524.304, subsection 1, Code 10 9 2003, is amended to read as follows: 10 10 1. The incorporators or organizers of a state bank 10 11 shall, within thirty days of the acceptance of the 10 12 application for processing, publish notice of the 10 13 proposed incorporation or organization once each week 10 14 for two successive weeks in a newspaper of general 10 15 circulation published in the municipal corporation 10 16 which is proposed as the principal place of business 10 17 of the state bank, or if there is none, a newspaper of 10 18 general circulation published in the county, or in a 10 19 county adjoining the county, in which the proposed 10 20 state bank is to have its principal place of business. 10 21 The notice shall set forth all of the following: 10 22 a. The name of the proposed state bank. 10 23 b. A statement that it is to be incorporated or 10 24 organized under this chapter. 10 25 c. The purpose or purposes of the state bank. 10 26 d. The names and addresses of the incorporators or 10 27 organizers and of the members of the initial board of 10 28 directors or board of directors as they appear, or 10 29 will appear, in the articles of incorporation. 10 30 e. The date the application was accepted for 10 31 processing. 10 32 f. If the incorporation or organization of the 10 33 state bank has been approved by the superintendent 10 34 under section 524.305, subsection 8, the name and 10 35 address of the bank with which the state bank will 10 36 have merged, or the assets of which the state bank 10 37 will have acquired or the condition of which in some 10 38 other way provided a purpose for the incorporation or 10 39 organization. 10 40 Sec. . Section 524.305, subsection 1, paragraph 10 41 d, Code 2003, is amended to read as follows: 10 42 d. The character and fitness of the incorporators 10 43 or organizers and of the members of the initial board 10 44 of directors are such as to command the confidence of 10 45 the community and to warrant the belief that the 10 46 business of the proposed state bank will be honestly 10 47 and efficiently conducted. 10 48 Sec. . Section 524.305, subsections 6, 7, and 10 49 9, Code 2003, are amended to read as follows: 10 50 6. If the superintendent approves the application, 11 1 the superintendent shall notify the incorporators or 11 2 organizers, and such other persons who requested in 11 3 writing that they be notified, of the approval. If 11 4 the superintendent disapproves the application, the 11 5 superintendent shall notify the incorporators or 11 6 organizers of the action and the reason for the 11 7 decision. 11 8 7. The actions of the superintendent shall be 11 9 subject to judicial review in accordance with chapter 11 10 17A. The court may award damages to the incorporators 11 11 or organizers if it finds that review is sought 11 12 frivolously or in bad faith. 11 13 9. As a condition of receiving the decision of the 11 14 superintendent with respect to the application the 11 15 incorporators or organizers shall reimburse the 11 16 superintendent for all expenses incurred by the 11 17 superintendent in connection with the application. 11 18 Sec. . Section 524.306, Code 2003, is amended 11 19 to read as follows: 11 20 524.306 INCORPORATION OR ORGANIZATION OF STATE 11 21 BANK. 11 22 1. Unless a delayed effective date or time is 11 23 specified, the corporate or organizational existence 11 24 of a state bank begins when the articles of 11 25 incorporation, with the superintendent's approval 11 26 indicated on the articles of incorporation, are filed 11 27 with the secretary of state. The secretary of state 11 28 shall record the articles of incorporation and forward 11 29 a copy of them to the county recorder of the county in 11 30 which the state bank is to have its principal place of 11 31 business. 11 32 2. The secretary of state's acknowledgment of 11 33 filing of the articles of incorporation is conclusive 11 34 proof that the incorporators or organizers satisfied 11 35 all conditions precedent to incorporation or 11 36 organization, except in a proceeding instituted by the 11 37 superintendent to cancel or revoke the incorporation 11 38 or involuntarily dissolve the corporation or 11 39 organization. 11 40 Sec. . Section 524.307, Code 2003, is amended 11 41 to read as follows: 11 42 524.307 INITIAL ORGANIZATION OF STATE BANK. 11 43 Upon incorporation, or organization as a limited 11 44 liability company, of the state bank, the initial 11 45 board of directors shall hold an organizational 11 46 meeting within this state, at the call of a majority 11 47 of the directors, to complete the organization of the 11 48 state bank by electing officers, adopting bylaws, if 11 49 any are to be adopted, and conducting any other 11 50 business properly brought before the board at the 12 1 meeting. 12 2 Sec. . Section 524.308, subsection 2, Code 12 3 2003, is amended to read as follows: 12 4 2. If a state bank transacts any business before 12 5 receipt of an authorization to do business in 12 6 violation of subsection 1, the directors, managers, 12 7 and officers who willfully authorized or participated 12 8 in the action are severally liable for the debts and 12 9 liabilities of the state bank incurred prior to the 12 10 receipt of the authorization to do business. 12 11 Sec. . Section 524.310, Code 2003, is amended 12 12 to read as follows: 12 13 524.310 NAME OF STATE BANK. 12 14 1. The name of a state bank originally 12 15 incorporated or organized after the effective date of 12 16 this chapter shall include the word "bank" and may 12 17 include the word "state" or "trust" in its name. A 12 18 state bank using the word "trust" in its name must be 12 19 authorized under this chapter to act in a fiduciary 12 20 capacity. 12 21 2. The provisions of this section shall not 12 22 require any state bank, existing and operating on 12 23 January 1, 1970, to add to, modify or otherwise change 12 24 its corporate or organizational name, either on 12 25 January 1, 1970, or upon renewal of its corporate 12 26 existence pursuant to section 524.314. 12 27 3. If a state bank existing and operating on 12 28 January 1, 1970, causes its corporate or 12 29 organizational name to be changed, the name as changed 12 30 shall comply with subsection 1 of this section. 12 31 4. a. A person may reserve the exclusive use of a 12 32 corporate or organizational name for a state bank by 12 33 delivering an application to the secretary of state 12 34 for filing. The application must set forth the name 12 35 and address of the applicant and the name proposed to 12 36 be reserved. If the secretary of state finds that the 12 37 corporate or organizational name applied for is 12 38 available, the secretary of state shall reserve the 12 39 name for the applicant's exclusive use for a 12 40 nonrenewable one hundred twenty day period. 12 41 b. The owner of a reserved corporate or 12 42 organizational name may transfer the reservation to 12 43 another person by delivering to the secretary of state 12 44 a signed notice of the transfer that states the name 12 45 and address of the transferee. 12 46 Sec. . Section 524.312, subsections 1 and 5, 12 47 Code 2003, are amended to read as follows: 12 48 1. A state bank originally incorporated or 12 49 organized pursuant to this chapter shall have its 12 50 principal place of business within the city limits of 13 1 a municipal corporation. The existence of a state 13 2 bank shall not, however, be affected by the subsequent 13 3 discontinuance of the municipal corporation. A state 13 4 bank existing and operating on January 1, 1970, which 13 5 does not have its principal place of business within 13 6 the city limits of a municipal corporation, may renew 13 7 its corporate or organizational existence pursuant to 13 8 section 524.314 without regard to this section and may 13 9 also operate as a bank or convert to and operate as a 13 10 bank office when acquired by or merged into another 13 11 state bank and approved by the superintendent. 13 12 5. A state bank approved under the provisions of 13 13 section 524.305, subsection 8, shall not commence its 13 14 business at any location other than within a municipal 13 15 corporation or unincorporated area in which was 13 16 located the principal place of business or an office 13 17 of the bank the condition of which was the basis for 13 18 the superintendent authorizing incorporation or 13 19 organization of the new state bank. 13 20 Sec. . Section 524.313, Code 2003, is amended 13 21 to read as follows: 13 22 524.313 BYLAWS. 13 23 A state bank may adopt bylaws. The power to adopt, 13 24 amend, or repeal bylaws or adopt new bylaws is vested 13 25 in the board of directors unless reserved to the 13 26 shareholders by the articles of incorporation. The 13 27 bylaws may contain any provisions for the regulation 13 28 and management of the affairs of the state bank not 13 29 inconsistent with law or the articles of 13 30 incorporation. For a state bank organized as a 13 31 limited liability company under this chapter, "bylaws" 13 32 means the operating agreement of the state bank. 13 33 Sec. . NEW SECTION. 524.315 STATE BANKS AS 13 34 LIMITED LIABILITY COMPANIES. 13 35 1. A state bank organized as a limited liability 13 36 company under this chapter shall also be subject to 13 37 chapter 490A, the Iowa limited liability company Act. 13 38 If a provision of the Iowa limited liability company 13 39 Act conflicts with a provision of this chapter or any 13 40 rule of the superintendent adopted pursuant to this 13 41 chapter, the provisions of this chapter or rule of the 13 42 superintendent shall control. 13 43 2. The superintendent shall possess the exclusive 13 44 authority to regulate a state bank organized as a 13 45 limited liability company under this chapter. 13 46 3. The superintendent may adopt rules to ensure 13 47 that a state bank organized as a limited liability 13 48 company under this chapter is operating in a safe and 13 49 sound manner and is subject to the superintendent's 13 50 authority in the same manner as a state bank organized 14 1 as a corporation. 14 2 Sec. . Section 524.401, subsections 2, 3, and 14 3 4, Code 2003, are amended to read as follows: 14 4 2. The minimum capital structure of a state bank 14 5 incorporated after July 1, 1995, or organized after 14 6 July 1, 2004, pursuant to the provisions of this 14 7 chapter shall not be less than the amount required by 14 8 the federal deposit insurance corporation, or its 14 9 successor, or a greater amount which the 14 10 superintendent may deem necessary in view of the 14 11 deposit potential of the state bank and current 14 12 banking standards relating to total capital 14 13 requirements. 14 14 3. A state bank incorporated on or after July 1, 14 15 1995, or organized after July 1, 2004, pursuant to 14 16 this chapter, prior to receiving authorization to do 14 17 business from the superintendent, shall establish 14 18 paid-in surplus and undivided profits as required by 14 19 the superintendent. 14 20 4. A state bank originally incorporated or 14 21 organized pursuant to this chapter shall establish, 14 22 prior to receiving authorization to do business from 14 23 the superintendent, paid-in surplus and undivided 14 24 profits as required by the superintendent. 14 25 Sec. . Section 524.525, Code 2003, is amended 14 26 to read as follows: 14 27 524.525 SUBSCRIPTION FOR SHARES BEFORE 14 28 INCORPORATION OR ORGANIZATION. 14 29 1. A subscription for shares entered into before 14 30 incorporation or organization of the state bank is 14 31 irrevocable for six months unless the subscription 14 32 agreement provides a longer or shorter period, or all 14 33 subscribers agree to revocation. 14 34 2. The board of directors may determine the 14 35 payment terms of subscriptions for shares that were 14 36 entered into before incorporation or organization of 14 37 the state bank unless the subscription agreement 14 38 specifies the terms. A call for payment by the board 14 39 of directors must be uniform so far as practicable as 14 40 to all shares of the same class or series, unless the 14 41 subscription agreement specifies otherwise. 14 42 3. Shares issued pursuant to subscriptions entered 14 43 into before incorporation or organization of the state 14 44 bank are fully paid and nonassessable when the state 14 45 bank receives the consideration specified in the 14 46 subscription agreement. 14 47 4. If a subscriber defaults in payment of money or 14 48 property under a subscription agreement entered into 14 49 before incorporation or organization of the state 14 50 bank, the state bank may do either of the following: 15 1 a. Collect the amount owed as any other debt. 15 2 b. Unless the subscription agreement provides 15 3 otherwise, the state bank may rescind the agreement 15 4 and may sell the shares if the debt remains unpaid 15 5 more than twenty days after the state bank sends 15 6 written demand for payment to the subscriber. 15 7 Sec. . Section 524.528, subsection 2, paragraph 15 8 c, Code 2003, is amended to read as follows: 15 9 c. There is no preemptive right with respect to 15 10 any of the following: 15 11 (1) Shares issued as compensation to directors, 15 12 managers, officers, agents, or employees of the state 15 13 bank, its subsidiaries, or its affiliates. 15 14 (2) Shares issued to satisfy conversion or option 15 15 rights created to provide compensation to directors, 15 16 managers, officers, agents, or employees of the state 15 17 bank, its subsidiaries, or its affiliates. 15 18 (3) Shares authorized in articles of incorporation 15 19 that are issued within six months from the effective 15 20 date of incorporation or organization. 15 21 Sec. . Section 524.801, subsection 1, Code 15 22 2003, is amended to read as follows: 15 23 1. To sue and be sued, complain and defend, in its 15 24 corporate or organizational name. 15 25 Sec. . Section 524.801, unnumbered paragraph 2, 15 26 Code 2003, is amended to read as follows: 15 27 The powers granted in this section shall not be 15 28 construed as limiting or enlarging any grant of 15 29 authority made elsewhere in this chapter, or as a 15 30 limitation on the purposes for which a state bank may 15 31 be incorporated or organized. 15 32 Sec. . Section 524.1301, Code 2003, is amended 15 33 to read as follows: 15 34 524.1301 DISSOLUTION BY INCORPORATORS, ORGANIZERS, 15 35 OR INITIAL DIRECTORS. 15 36 A majority of the incorporators, organizers, or 15 37 initial directors of a state bank that has not issued 15 38 shares or has not commenced business may dissolve the 15 39 state bank by delivering articles of dissolution to 15 40 the superintendent, together with the applicable 15 41 filing and recording fees, for filing with the 15 42 secretary of state that set forth all of the 15 43 following: 15 44 1. The name of the state bank. 15 45 2. The date of its incorporation or organization. 15 46 3. Either of the following: 15 47 a. That the state bank has not issued any shares. 15 48 b. That the state bank has not commenced business. 15 49 4. That no debt of the state bank remains unpaid. 15 50 5. If shares were issued, that the net assets of 16 1 the state bank remaining after the payment of all 16 2 necessary expenses have been distributed to the 16 3 shareholders. 16 4 6. That a majority of the incorporators, 16 5 organizers, or initial directors authorized the 16 6 dissolution. 16 7 Sec. . Section 524.1302, Code 2003, is amended 16 8 to read as follows: 16 9 524.1302 INVOLUNTARY DISSOLUTION PRIOR TO 16 10 COMMENCEMENT OF BUSINESS. 16 11 Prior to the issuance of an authorization to do 16 12 business, the superintendent may cause the dissolution 16 13 of a state bank if there exists any reason why it 16 14 should not have been incorporated or organized under 16 15 this chapter or if an authorization to do business has 16 16 not been issued within one year after the date of its 16 17 incorporation or organization, or such longer time as 16 18 the superintendent may allow for satisfaction of 16 19 conditions precedent to its issuance. After giving 16 20 the state bank adequate notice and an opportunity for 16 21 hearing, the superintendent shall certify the 16 22 applicable facts by the filing of a statement with the 16 23 secretary of state, who shall thereafter issue a 16 24 certificate of dissolution. Upon the issuance of such 16 25 certificate of dissolution by the secretary of state, 16 26 the corporate or organizational existence of the state 16 27 bank shall cease. 16 28 Sec. . Section 524.1309, Code 2003, is amended 16 29 to read as follows: 16 30 524.1309 BECOMING SUBJECT TO CHAPTER 490 OR 490A. 16 31 In lieu of the dissolution procedure prescribed in 16 32 sections 524.1303 to 524.1306, a state bank may cease 16 33 to carry on the business of banking and, after 16 34 compliance with this section, continue as a 16 35 corporation subject to chapter 490; or if the state 16 36 bank is organized as a limited liability company under 16 37 this chapter, continue as a limited liability company 16 38 subject to chapter 490A. 16 39 1. A state bankwhichthat has commenced business 16 40 may propose to voluntarily cease to carry on the 16 41 business of banking and become a corporation subject 16 42 to chapter 490, or a limited liability company subject 16 43 to chapter 490A, upon the affirmative vote of the 16 44 holders of at least a majority of the shares entitled 16 45 to vote on such proposal, adopting a plan involving 16 46 both a provision for acquisition of its assets and 16 47 assumption of its liabilities by another state bank, 16 48 national bank, or other financial institution insured 16 49 by the federal deposit insurance corporation, and a 16 50 provision for continuance of its business if 17 1 acquisition of its assets and assumption of its 17 2 liabilities is not effected, or any other plan 17 3 providing for the cessation of banking business and 17 4 the payment of its liabilities. 17 5 2. The application to the superintendent for 17 6 approval of a plan described in subsection 1of this17 7sectionshall be treated by the superintendent in the 17 8 same manner as an application for approval of a plan 17 9 of dissolution undersubsection 2 ofsection 524.1303, 17 10 subsection 2, and shall be subject tosubsection 3 of17 11 section 524.1303, subsection 3. 17 12 3. Immediately upon adoption and approval of a 17 13 plan to voluntarily cease to carry on the business of 17 14 banking and become a corporation subject to chapter 17 15 490, or a limited liability company subject to chapter 17 16 490A, the state bank shall deliver to the 17 17 superintendent a plan to cease the business of banking 17 18 and become a corporation subject to chapter 490, or a 17 19 limited liability company subject to chapter 490A, 17 20 which shall be signed by two of its duly authorized 17 21 officers and shall contain the name of the state bank, 17 22 the post office address of its principal place of 17 23 business, the name and address of its officers and 17 24 directors, the number of shares entitled to vote on 17 25 the plan and the number of shares voted for or against 17 26 the plan, respectively, the nature of the business to 17 27 be conducted by the corporation under chapter 490, or 17 28 by the limited liability company subject to chapter 17 29 490A, and the general nature of the assets to be held 17 30 by the corporation or company. 17 31 4. Upon approval of the plan by the 17 32 superintendent, the state bank shall immediately 17 33 surrender to the superintendent its authorization to 17 34 do business as a bank and shall cease to accept 17 35 deposits and carry on the banking business except 17 36 insofar as may be necessary for it to complete the 17 37 settlement of its affairs as a state bank in 17 38 accordance with subsection 5. 17 39 5. The board of directors has full power to 17 40 complete the settlement of the affairs of the state 17 41 bank. Within thirty days after approval by the 17 42 superintendent of the plan to cease the business of 17 43 banking and become a corporation subject to chapter 17 44 490, or a limited liability company subject to chapter 17 45 490A, the state bank shall give notice of its intent 17 46 to persons identified in section 524.1305, subsection 17 47 4, in the manner provided for in that subsection. In 17 48 completing the settlement of its affairs as a state 17 49 bank the state bank shall also follow the procedure 17 50 prescribed in section 524.1305, subsections 4, 5, and 18 1 6. 18 2 6. Upon completion of all the requirements of this 18 3 section, the state bank shall deliver to the 18 4 superintendent articles of intent to be subject to 18 5 chapter 490 or 490A, together with the applicable 18 6 filing and recording fees, which shall set forth that 18 7 the state bank has complied with this section, that it 18 8 has ceased to carry on the business of banking, and 18 9 the information required by section 490.202 relative 18 10 to the contents of articles of incorporation under 18 11 chapter 490, or article of organization under chapter 18 12 490A. If the superintendent finds that the state bank 18 13 has complied with this section and that the articles 18 14 of intent to be subject to chapter 490 or 490A satisfy 18 15 the requirements of this section, the superintendent 18 16 shall deliver them to the secretary of state for 18 17 filing and recording in the secretary of state's 18 18 office, and they shall be filed and recorded in the 18 19 office of the county recorder. 18 20 7. Upon the filing of the articles of intent to be 18 21 subject to chapter 490 or 490A, the state bank shall 18 22 cease to be a state bank subject to this chapter, and 18 23 shall cease to have the powers of a state bank subject 18 24 to this chapter and shall become a corporation subject 18 25 to chapter 490 or a limited liability company subject 18 26 to chapter 490A. The secretary of state shall issue a 18 27 certificate as to the filing of the articles of intent 18 28 to be subject to chapter 490 or 490A, and send the 18 29 certificate to the corporation or limited liability 18 30 company or its representative. The articles of intent 18 31 to be subject to chapter 490 or 490A shall be the 18 32 articles of incorporation of the corporation or a 18 33 limited liability company. The provisions of chapter 18 34 490 or 490A becoming applicable to a corporation or 18 35 limited liability company formerly doing business as a 18 36 state bank shall not affect any right accrued or 18 37 established, or liability or penalty incurred under 18 38 this chapter prior to the filing with the secretary of 18 39 state of the articles of intent to be subject to 18 40 chapter 490 or 490A. 18 41 8. A shareholder of a state bank who objects to 18 42 adoption by the state bank of a plan to cease to carry 18 43 on the business of banking and to continue as a 18 44 corporation subject to chapter 490, or a limited 18 45 liability company subject to chapter 490A, is entitled 18 46 to appraisal rights provided for in chapter 490, 18 47 division XIII, or in chapter 490A, subchapter VII. 18 48 9. A state bank, at any time prior to the approval 18 49 of the articles of intent to become subject to chapter 18 50 490 or 490A, may revoke the proceedings in the manner 19 1 prescribed by section 524.1306. 19 2 Sec. . Section 524.1405, subsection 2, 19 3 paragraph f, Code 2003, is amended to read as follows: 19 4 f. The shares of each party to the merger that are 19 5 to be converted into shares, obligations, or other 19 6 securities of the surviving party or any other 19 7 corporation or limited liability company or into cash 19 8 or other property are converted, and the former 19 9 holders of the shares are entitled only to the rights 19 10 provided in the articles of merger or to their rights 19 11 under section 524.1406. 19 12 Sec. . Section 524.1408, Code 2003, is amended 19 13 to read as follows: 19 14 524.1408 MERGER OF CORPORATION OR LIMITED 19 15 LIABILITY COMPANY SUBSTANTIALLY OWNED BY A STATE BANK. 19 16 A state bank owning at least ninety percent of the 19 17 outstanding shares, of each class, of another 19 18 corporation or limited liability company which it is 19 19 authorized to own under this chapter, may merge the 19 20 other corporation or limited liability company into 19 21 itself without approval by a vote of the shareholders 19 22 of either the state bank or the subsidiary corporation 19 23 or limited liability company. The board of directors 19 24 of the state bank shall approve a plan of merger, mail 19 25 to shareholders of record of the subsidiary 19 26 corporation or holders of membership interests in the 19 27 subsidiary limited company, and prepare and execute 19 28 articles of merger in the manner provided for in 19 29 section 490.1105. The articles of merger, together 19 30 with the applicable filing and recording fees, shall 19 31 be delivered to the superintendent who shall, if the 19 32 superintendent approves of the proposed merger and if 19 33 the superintendent finds the articles of merger 19 34 satisfy the requirements of this section, deliver them 19 35 to the secretary of state for filing and recording in 19 36 the secretary of state's office, and they shall be 19 37 filed in the office of the county recorder. The 19 38 secretary of state upon filing the articles of merger 19 39 shall issue a certificate of merger and send the 19 40 certificate to the state bank and a copy of it to the 19 41 superintendent. 19 42 Sec. . Section 524.1802, subsection 1, Code 19 43 2003, is amended by adding the following new 19 44 paragraph: 19 45 NEW PARAGRAPH. gg. "Incorporated in any state" 19 46 means a limited liability company organized as a state 19 47 bank under this chapter and a limited liability 19 48 company organized as a state bank under the laws of 19 49 any state as defined in 12 U.S.C. } 1813(a)(3). 19 50 Sec. . Section 524.2001, Code 2003, is amended 20 1 to read as follows: 20 2 524.2001 APPLICABILITY OF OTHER CHAPTERS. 20 3 Chapters 490, 490A, 491, 492, and 493 do not apply 20 4 to banks except as provided by this chapter. 20 5 DIVISION IV 20 6 REAL PROPERTY LOANS 20 7 Sec. ___. Section 535.8, subsection 2, paragraph 20 8 b, unnumbered paragraph 2, Code 2003, is amended to 20 9 read as follows: 20 10 The lender shall not charge the borrower for the 20 11 cost of revenue stamps or real estate commissions 20 12 which are paid by the seller. 20 13 PARAGRAPH DIVIDED.CollectionThe collection of 20 14 anycostcosts other than as expressly permitted by 20 15 thisletteredparagraph "b" is prohibited. However, 20 16 additional costs incurred in connection with a loan 20 17 under this paragraph "b", if bona fide and reasonable, 20 18 may be collected by a state-chartered financial 20 19 institution licensed under chapter 524, 533, or 534, 20 20 to the extent permitted under applicable federal law 20 21 as determined by the office of the comptroller of the 20 22 currency of the United States department of treasury, 20 23 the national credit union association, or the office 20 24 of thrift supervision of the United States department 20 25 of treasury. Such costs shall apply only to the same 20 26 type of state chartered entity as the federally 20 27 chartered entity affected." 20 28 #3. Title page, by striking lines 1 and 2 and 20 29 inserting the following: "An Act relating to the 20 30 regulation of financial institutions including banks, 20 31 credit unions, and real property loan lenders." 20 32 #4. By renumbering as necessary. 20 33 20 34 20 35 20 36 JENKINS of Black Hawk 20 37 20 38 20 39 20 40 SANDS of Louisa 20 41 20 42 20 43 20 44 VAN FOSSEN, J. K. of Scott 20 45 20 46 20 47 20 48 STRUYK of Pottawattamie 20 49 20 50 21 1 21 2 QUIRK of Chickasaw 21 3 HF 2484.201 80 21 4 kk/sh
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