Senate
File
566
-
Introduced
SENATE
FILE
566
BY
COMMITTEE
ON
COMMERCE
(SUCCESSOR
TO
SSB
1236)
A
BILL
FOR
An
Act
relating
to
banks,
making
appropriations,
providing
1
penalties,
and
making
penalties
applicable.
2
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
3
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Section
1.
Section
12.61,
subsection
1,
paragraph
a,
Code
1
2021,
is
amended
to
read
as
follows:
2
a.
“Financial
institution”
means
a
state
bank
as
defined
in
3
section
524.103,
subsection
41,
a
federally
chartered
state
4
bank
having
its
principal
office
within
this
state,
a
federally
5
chartered
credit
union
having
its
principal
office
within
this
6
state,
a
federally
chartered
savings
and
loan
association
7
having
its
principal
office
within
the
state,
a
credit
union
8
organized
under
chapter
533
,
or
a
trust
company
organized
or
9
incorporated
under
the
laws
of
this
state.
10
Sec.
2.
Section
422.61,
subsection
1,
Code
2021,
is
amended
11
to
read
as
follows:
12
1.
“Financial
institution”
means
a
state
bank
as
defined
in
13
section
524.103,
subsection
41,
a
state
bank
chartered
under
14
the
laws
of
any
other
state,
a
national
banking
association,
15
a
trust
company,
a
federally
chartered
savings
and
loan
16
association,
an
out-of-state
state
chartered
savings
bank,
a
17
financial
institution
chartered
by
the
federal
home
loan
bank
18
board,
a
non-Iowa
chartered
savings
and
loan
association,
or
a
19
production
credit
association.
20
Sec.
3.
Section
453A.8,
subsection
6,
Code
2021,
is
amended
21
to
read
as
follows:
22
6.
The
director
may
authorize
a
bank
as
defined
by
section
23
524.103
,
subsection
8,
to
sell
stamps.
A
bank
authorized
to
24
sell
stamps
shall
comply
with
all
of
the
requirements
governing
25
the
sale
of
stamps
by
the
department.
Section
453A.12
shall
26
apply
to
any
bank
authorized
to
sell
stamps.
27
Sec.
4.
Section
524.102,
Code
2021,
is
amended
by
adding
the
28
following
new
subsection:
29
NEW
SUBSECTION
.
10.
The
opportunity
for
state
banks
to
30
adopt,
in
a
manner
that
is
compatible
with
and
subject
to
the
31
purposes
of
this
chapter,
new
and
emerging
technologies
that
32
enhance
the
efficiency
and
convenience
of
banking
products
and
33
services.
34
Sec.
5.
Section
524.103,
Code
2021,
is
amended
by
adding
the
35
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following
new
subsections:
1
NEW
SUBSECTION
.
2A.
“Affiliate”
means
the
same
as
defined
2
in
section
524.1101.
3
NEW
SUBSECTION
.
22A.
“Federal
savings
association”
means
a
4
corporation
organized
under
12
U.S.C.
§1464.
5
NEW
SUBSECTION
.
32A.
“National
bank”
means
a
corporation
6
organized
under
12
U.S.C.
§21
whose
deposits
are
insured
by
7
the
federal
deposit
insurance
corporation
or
whose
powers
are
8
limited
exclusively
to
the
exercise
of
trust
or
fiduciary
9
powers.
10
NEW
SUBSECTION
.
34A.
“Out-of-state
bank”
means
a
11
corporation,
other
than
a
credit
union,
industrial
bank,
or
12
trust
company,
that
is
authorized
by
the
laws
of
another
state
13
to
solicit,
receive,
or
accept
money
or
its
equivalent
for
14
deposit
or
to
otherwise
engage
in
the
business
of
banking.
15
NEW
SUBSECTION
.
36A.
“Safe
deposit
box”
means
a
safe,
lock
16
box,
or
other
secure
storage
receptacle
located
on
the
premises
17
of
a
bank.
18
Sec.
6.
Section
524.103,
subsections
6,
8,
10,
12,
13,
16,
19
17,
20,
22,
25,
27,
29,
33,
34,
38,
39,
41,
44,
and
48,
Code
20
2021,
are
amended
to
read
as
follows:
21
6.
“Articles
of
incorporation”
means
the
original
,
amended,
22
or
restated
articles
of
incorporation
and
all
amendments
23
thereto
and
includes
articles
of
merger.
“Articles
of
24
incorporation”
also
means
the
original
or
restated
articles
of
25
organization
and
all
amendments
including
articles
of
merger
if
26
a
state
bank
is
organized
as
a
limited
liability
company
under
27
this
chapter
.
28
8.
“Bank”
means
a
corporation
or
limited
liability
company
29
organized
under
this
chapter
or
12
U.S.C.
§21
,
a
national
bank,
30
a
federal
savings
association,
or
an
out-of-state
bank
.
31
10.
“Board
of
directors”
means
the
board
of
directors
of
a
32
state
bank
as
provided
in
section
524.601
.
For
a
state
bank
33
organized
as
a
limited
liability
company
under
this
chapter
,
34
“board
of
directors”
means
a
board
of
directors
or
board
of
35
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managers
as
designated
by
the
limited
liability
company
in
its
1
articles
of
organization
or
operating
agreement.
2
12.
“Business
of
banking”
means
engaging
in
the
regular
3
business
of
soliciting,
receiving,
or
accepting
money
or
its
4
equivalent
for
deposit,
and
any
other
business
generally
done
5
by
banks.
6
13.
“Calculation
date”
means
the
most
recent
of
the
7
following:
8
a.
The
date
the
state
bank’s
statement
of
condition
is
9
required
to
be
filed
pursuant
to
section
524.220,
subsection
2
.
10
b.
The
date
an
event
occurs
that
reduces
or
increases
the
11
state
bank’s
aggregate
capital
by
ten
percent
or
more.
12
c.
As
the
superintendent
may
direct.
13
16.
“Chief
executive
officer”
means
the
person
designated
by
14
the
board
of
directors
to
be
responsible
for
the
implementation
15
of
and
adherence
to
board
policies
and
resolutions
by
all
16
officers
and
employees
of
the
state
bank.
17
17.
a.
“Contractual
commitment
to
advance
funds”
means
a
18
state
bank’s
obligation
to
do
either
of
the
following:
19
(1)
Advance
funds
under
a
standby
letter
of
credit
or
other
20
similar
arrangement.
21
(2)
Make
payment,
directly
or
indirectly,
to
a
third
person
22
contingent
upon
default
by
a
customer
of
the
state
bank
in
23
performing
an
obligation
and
to
make
such
payment
in
keeping
24
with
the
agreed
upon
terms
of
the
customer’s
contract
with
25
a
third
person,
or
to
make
payments
upon
some
other
stated
26
condition.
27
b.
The
term
does
not
include
commercial
letters
of
credit
28
and
similar
instruments
where
the
issuing
state
bank
expects
29
the
beneficiary
to
draw
on
the
issuer,
that
do
not
guarantee
30
payment,
and
that
do
not
provide
for
payment
in
the
event
of
a
31
default
by
a
third
person.
32
20.
“Director”
means
a
member
of
the
board
of
directors
33
and
includes
a
manager
of
a
state
bank
organized
as
a
limited
34
liability
company
under
this
chapter
.
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22.
“Executive
officer”
means
a
person
who
participates
or
1
has
authority
to
participate,
other
than
in
the
capacity
of
a
2
director
or
manager
,
in
major
policymaking
functions
of
a
state
3
bank,
whether
or
not
the
officer
has
an
official
title,
whether
4
or
not
such
a
title
designates
the
officer
as
an
assistant,
or
5
whether
or
not
the
officer
is
serving
without
salary
or
other
6
compensation.
The
chief
executive
officer,
chairperson
of
the
7
board,
the
president,
every
vice
president,
and
the
cashier
8
of
a
state
bank
are
deemed
to
be
executive
officers,
unless
9
such
an
officer
is
excluded,
by
resolution
of
the
board
of
10
directors
of
a
state
bank
or
by
the
bylaws
of
the
state
bank,
11
from
participation,
other
than
in
the
capacity
of
a
director,
12
in
major
policymaking
functions
of
the
state
bank,
and
the
13
officer
does
not
actually
participate
in
the
major
policymaking
14
functions.
All
officers
who
serve
on
a
board
of
directors
are
15
deemed
to
be
executive
officers,
except
as
provided
for
in
16
section
524.701,
subsection
3
.
17
25.
“Insured
bank”
means
a
state
bank
the
deposits
of
which
18
are
insured
in
accordance
with
the
provisions
of
the
Federal
19
Deposit
Insurance
Act.
20
27.
“Member”
means
a
person
with
a
membership
interest
21
in
a
state
bank
organized
as
a
limited
liability
company
or
22
incorporated
as
a
mutual
corporation
under
this
chapter
.
23
29.
“Membership
interest”
means
a
member’s
share
of
the
24
profits
and
losses,
the
right
to
receive
distributions
of
25
assets,
and
any
right
to
vote
or
participate
in
management
of
a
26
state
bank
organized
as
a
limited
liability
company
under
this
27
chapter
or
of
a
state
bank
incorporated
as
a
mutual
corporation
28
under
this
chapter
.
29
33.
“Officer”
means
chief
executive
officer,
executive
30
officer,
or
any
other
administrative
official
of
a
state
bank
31
elected
by
the
state
bank’s
board
of
directors
to
carry
out
any
32
of
the
state
bank’s
operating
rules
and
policies.
33
34.
“Operations
subsidiary”
means
a
wholly
owned
corporation
34
incorporated
and
controlled
by
a
state
bank
that
performs
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functions
which
the
state
bank
is
authorized
to
perform.
1
38.
“Shareholder”
means
one
who
is
a
holder
of
record
of
2
shares
in
a
state
bank.
If
a
state
bank
is
organized
as
a
3
limited
liability
company
under
this
chapter
,
“shareholder”
4
means
a
member
of
the
limited
liability
company.
If
a
state
5
bank
is
incorporated
as
a
mutual
corporation
under
this
6
chapter
,
“shareholder”
means
a
member
of
the
mutual
corporation.
7
39.
“Shares”
means
the
units
into
which
the
proprietary
8
interests
in
a
state
bank
incorporated
as
a
stock
corporation
9
are
divided
,
including
any
membership
interests
of
a
state
bank
10
organized
as
a
limited
liability
company
under
this
chapter
.
11
41.
“State
bank”
means
any
bank
incorporated
pursuant
to
12
the
provisions
of
this
chapter
after
January
1,
1970,
and
any
13
“state
bank”
incorporated
pursuant
to
the
laws
of
this
state
and
14
doing
business
as
such
on
January
1,
1970
,
or
a
bank
organized
15
as
a
limited
liability
company
or
a
mutual
corporation
under
16
this
chapter
.
17
44.
“Supervised
financial
organization”
as
defined
and
used
18
in
the
Iowa
consumer
credit
code,
chapter
537
,
includes
a
19
person
state
bank
organized
pursuant
to
this
chapter
.
20
48.
“Unincorporated
area”
means
a
village
within
which
an
21
area
where
a
state
bank
or
national
bank
has
its
principal
22
place
of
business
that
is
not
within
a
municipal
corporation
.
23
Sec.
7.
Section
524.103,
subsection
26,
Code
2021,
is
24
amended
by
striking
the
subsection.
25
Sec.
8.
Section
524.105,
subsection
2,
Code
2021,
is
amended
26
to
read
as
follows:
27
2.
All
state
banks
are
subject
to
the
provisions
and
28
requirements
of
this
chapter
in
every
particular,
and
all
29
national
banks
out-of-state
banks,
and
federal
savings
30
associations
,
now
or
hereafter
doing
business
in
this
state,
31
are
subject
to
the
provisions
of
this
chapter
,
to
the
extent
32
applicable,
from
July
1,
1995
2021
.
33
Sec.
9.
Section
524.107,
subsections
1
and
2,
Code
2021,
are
34
amended
to
read
as
follows:
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1.
A
person,
other
than
a
state
bank
which
is
subject
to
1
the
provisions
of
this
chapter
,
an
out-of-state
bank,
and
2
a
national
bank
or
federal
savings
association
authorized
3
by
the
laws
of
the
United
States
to
engage
in
the
business
4
of
receiving
money
for
deposit,
and
except
as
provided
in
5
subsection
2
,
shall
not
engage
in
this
state
in
the
business
6
of
receiving
money
for
deposit,
transact
the
business
of
7
banking,
or
establish
in
this
state
a
place
of
business
for
8
such
purpose.
9
2.
A
person
doing
business
in
this
state
shall
not
use
10
the
words
“bank”
or
“trust”
or
use
any
derivative,
plural,
11
or
compound
of
the
words
“bank”,
“banking”,
or
“bankers”
,
or
12
“trust”
in
any
manner
which
would
tend
to
create
the
impression
13
that
the
person
is
authorized
to
engage
in
the
business
of
14
banking
or
to
act
in
a
fiduciary
capacity,
except
a
state
15
bank
authorized
to
do
so
by
this
chapter
or
a
an
out-of-state
16
bank
authorized
to
do
so
by
the
laws
of
another
state,
a
17
national
bank
to
the
extent
permitted
by
the
laws
of
the
18
United
States,
a
bank
holding
company
as
defined
in
section
19
524.1801
,
a
savings
and
loan
holding
company
as
defined
in
12
20
U.S.C.
§1467a,
or
a
federal
savings
association
to
the
extent
21
permitted
by
the
laws
of
the
United
States
,
or,
insofar
as
the
22
word
“trust”
is
concerned,
an
individual
permissibly
serving
23
as
a
fiduciary
in
this
state,
pursuant
to
section
633.63
,
24
or,
insofar
as
the
words
“trust”
and
“bank”
are
concerned,
25
a
nonresident
corporate
fiduciary
permissibly
serving
as
a
26
fiduciary
in
this
state
pursuant
to
section
633.64
.
27
Sec.
10.
Section
524.109,
subsection
1,
Code
2021,
is
28
amended
to
read
as
follows:
29
1.
A
state
bank
may
be
organized
under
this
chapter
as
a
30
bankers’
bank.
The
bankers’
bank
is
subject
to
all
rights,
31
privileges,
duties,
restrictions,
penalties,
liabilities,
32
conditions
and
limitations
applicable
to
a
state
bank
33
generally,
except
as
limited
in
the
definition
of
bankers’
34
bank
contained
in
section
524.103
,
subsection
9
.
However,
a
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bankers’
bank
shall
have
the
same
powers
as
those
granted
by
1
federal
law
and
regulation
to
a
national
bank
organized
as
a
2
bankers’
bank
under
12
U.S.C.
§27.
3
Sec.
11.
Section
524.203,
Code
2021,
is
amended
to
read
as
4
follows:
5
524.203
Superintendent
——
vacancy.
6
If
the
office
of
the
superintendent
of
banking
is
vacant
7
or
the
superintendent
is
unable
to
serve
,
the
chief
of
the
8
bank
bureau
of
the
banking
division
shall
be
the
acting
9
superintendent
until
the
governor
appoints
a
new
superintendent
10
or
acting
superintendent.
If
the
chief
of
the
bank
bureau
is
11
unable
to
serve,
the
chief
examiner
of
the
finance
bank
bureau
12
of
the
banking
division
shall
be
the
acting
superintendent
13
until
the
governor
appoints
a
new
superintendent
or
acting
14
superintendent.
If
both
the
chief
of
the
bank
bureau
and
15
the
chief
examiner
of
the
finance
bank
bureau
are
unable
to
16
serve,
the
chief
of
the
professional
licensing
and
regulation
17
finance
bureau
of
the
banking
division
shall
be
the
acting
18
superintendent
until
the
governor
appoints
a
new
superintendent
19
or
acting
superintendent.
20
Sec.
12.
Section
524.207,
subsections
2
and
6,
Code
2021,
21
are
amended
to
read
as
follows:
22
2.
All
fees
and
assessments
generated
as
the
result
of
23
a
federally
chartered
national
bank
or
federal
savings
and
24
loan
association
converting
to
a
state-chartered
state
bank
25
on
or
after
December
31,
2015,
and
thereafter,
are
payable
26
to
the
superintendent.
The
superintendent
shall
pay
all
the
27
fees
and
assessments
received
by
the
superintendent
pursuant
28
to
this
subsection
to
the
treasurer
of
state
within
the
time
29
required
by
section
12.10
and
the
fees
and
assessments
shall
30
be
deposited
into
the
department
of
commerce
revolving
fund
31
created
in
section
546.12
.
An
amount
equal
to
such
fees
32
and
assessments
deposited
into
the
department
of
commerce
33
revolving
fund
is
appropriated
from
the
department
of
commerce
34
revolving
fund
to
the
banking
division
of
the
department
of
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commerce
for
the
fiscal
year
in
which
a
federally
chartered
1
national
bank
or
federal
savings
and
loan
association
converted
2
to
a
state-chartered
state
bank
and
an
amount
equal
to
such
3
annualized
fees
and
assessments
deposited
into
the
department
4
of
commerce
revolving
fund
in
succeeding
years
is
appropriated
5
from
the
department
of
commerce
revolving
fund
to
the
banking
6
division
of
the
department
of
commerce
for
succeeding
fiscal
7
years
for
purposes
related
to
the
discharge
of
the
duties
and
8
responsibilities
imposed
upon
the
banking
division
of
the
9
department
of
commerce,
the
superintendent,
and
the
state
10
banking
council
by
the
laws
of
this
state.
This
appropriation
11
shall
be
in
addition
to
the
appropriation
of
moneys
otherwise
12
described
in
this
section
.
If
a
state-chartered
state
13
bank
converts
to
a
federally
chartered
national
bank
or
14
federal
savings
and
loan
association,
any
appropriation
made
15
pursuant
to
this
subsection
for
the
following
fiscal
year
16
shall
be
reduced
by
the
amount
of
the
assessment
paid
by
the
17
state-chartered
state
bank
during
the
fiscal
year
in
which
the
18
state-chartered
state
bank
converted
to
a
federally
chartered
19
national
bank
or
federal
savings
and
loan
association.
20
6.
All
moneys
received
by
the
superintendent
pursuant
21
to
a
multi-state
settlement
with
a
provider
of
financial
22
services
such
as
a
mortgage
lender,
a
mortgage
servicer,
or
23
any
other
person
regulated
by
the
banking
division
of
the
24
department
of
commerce
shall
be
deposited
into
the
department
25
of
commerce
revolving
fund
created
in
section
546.12
and
26
an
amount
equal
to
the
amount
deposited
into
the
fund
is
27
appropriated
to
the
banking
division
of
the
department
of
28
commerce
for
the
fiscal
year
in
which
such
moneys
are
received
29
and
in
succeeding
fiscal
years
for
the
purpose
of
promoting
30
financial-related
education
and
supporting
those
duties
of
31
the
banking
division
related
to
financial
regulation
that
are
32
limited
to
nonrecurring
expenses
such
as
equipment
purchases,
33
training,
technology,
and
retirement
payouts
related
to
the
34
oversight
of
mortgage
lending,
state-chartered
state
banks,
and
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other
financial
services
regulated
by
the
banking
division.
1
This
appropriation
shall
be
in
addition
to
the
appropriation
of
2
moneys
otherwise
described
in
this
section
.
The
superintendent
3
shall
submit
a
report
to
the
department
of
management
and
to
4
the
legislative
services
agency
detailing
the
expenditure
5
of
moneys
appropriated
to
the
banking
division
pursuant
to
6
this
subsection
during
each
fiscal
year.
The
initial
report
7
shall
be
submitted
on
or
before
September
15,
2016,
and
each
8
September
15
thereafter.
Moneys
appropriated
pursuant
to
9
this
subsection
are
not
subject
to
section
8.33
and
shall
not
10
be
transferred,
used,
obligated,
appropriated,
or
otherwise
11
encumbered
except
as
provided
in
this
subsection
.
12
Sec.
13.
Section
524.208,
Code
2021,
is
amended
to
read
as
13
follows:
14
524.208
Examiners
and
other
employees.
15
The
superintendent
may
appoint
examiners
and
other
16
employees
,
including
for
the
banking
division’s
internal
17
information
technology
group,
as
the
superintendent
deems
18
necessary
to
the
proper
discharge
of
the
duties
imposed
upon
19
the
superintendent
by
the
laws
of
this
state.
Pay
plans
shall
20
be
established
for
employees,
other
than
clerical
employees
or
21
employees
of
the
professional
licensing
and
regulation
bureau
22
of
the
banking
division,
who
examine
the
accounts
and
affairs
23
of
state
banks
and
who
examine
the
accounts
and
affairs
of
24
other
persons,
subject
to
supervision
and
regulation
by
the
25
superintendent,
which
are
substantially
equivalent
to
those
26
paid
by
the
federal
deposit
insurance
corporation
and
other
27
federal
supervisory
agencies
in
this
area
of
the
United
States.
28
Sec.
14.
Section
524.211,
subsection
1,
Code
2021,
is
29
amended
to
read
as
follows:
30
1.
The
superintendent,
general
counsel,
examiners,
and
31
other
employees
assigned
to
the
bank
bureau
of
the
banking
32
division
are
prohibited
from
obtaining
a
loan
of
money
or
33
property
from
a
state-chartered
state
bank,
or
any
person
34
or
entity
affiliated
with
a
state-chartered
state
bank,
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unless
they
do
not
personally
participate
in
the
examination,
1
oversight,
or
official
review
concerning
the
regulation
of
the
2
state
bank.
3
Sec.
15.
Section
524.211,
Code
2021,
is
amended
by
adding
4
the
following
new
subsection:
5
NEW
SUBSECTION
.
8.
The
superintendent
shall
not
6
participate
in
the
examination,
oversight,
or
official
review
7
concerning
the
regulation
of
any
state
bank
or
any
other
8
enterprise,
person,
or
affiliate
subject
to
the
regulatory
9
purview
of
the
banking
division
of
which
the
superintendent
10
is
a
shareholder,
member,
partner,
owner,
director,
officer,
11
or
employee.
The
superintendent
shall
recuse
themselves
from
12
participation
in
any
such
examination,
oversight,
or
official
13
review
and
the
state
banking
council
shall
designate
a
member
14
who
satisfies
the
qualifications
identified
in
section
524.201,
15
subsection
1,
and
who
is
not
a
shareholder,
member,
partner,
16
owner,
director,
officer,
or
employee
of
the
regulated
entity
17
to
act
in
place
of
the
superintendent.
18
Sec.
16.
Section
524.212,
subsection
1,
Code
2021,
is
19
amended
to
read
as
follows:
20
1.
The
superintendent,
members
of
the
state
banking
21
council,
general
counsel,
examiners,
or
other
employees
of
the
22
banking
division
shall
not
disclose,
in
any
manner,
to
any
23
person
other
than
the
person
examined
and
those
regulatory
24
agencies
referred
to
in
section
524.217,
subsection
2
,
any
25
information
relating
specifically
to
the
supervision
and
26
regulation
of
any
state
bank,
persons
subject
to
the
provisions
27
of
chapter
533A
,
533C
,
533D,
535B,
535D,
536
,
or
536A
,
any
28
affiliate
of
any
state
bank,
or
an
affiliate
of
a
person
29
subject
to
the
provisions
of
chapter
533A
,
533C
,
536
,
or
30
536A
,
except
when
ordered
to
do
so
by
a
court
of
competent
31
jurisdiction
and
then
only
in
those
instances
referred
to
in
32
section
524.215,
subsection
2
,
paragraphs
“a”
,
“b”
,
“c”
,
“e”
,
33
and
“f”
.
34
Sec.
17.
Section
524.217,
subsection
6,
Code
2021,
is
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amended
to
read
as
follows:
1
6.
The
superintendent
may
enter
into
contractual
agreements
2
with
other
state
regulators
of
financial
institutions
to
share
3
examiners
or
to
assist
in
each
state’s
respective
examinations
4
or
other
supervisory
activities.
A
contractual
agreement
5
pursuant
to
this
section
may
provide
for
reimbursement
to
the
6
state
providing
assistance
.
The
division
of
banking
shall
be
7
reimbursed
for
any
costs
incurred
when
providing
services
to
8
other
states
pursuant
to
this
subsection
.
Any
division
of
9
banking
personnel
assisting
another
state
with
its
examination
10
examinations
or
other
supervisory
activities
shall
be
covered
11
by
the
provisions
of
the
other
state’s
tort
claims
act,
to
the
12
extent
permitted
by
the
laws
of
the
other
state.
If
the
law
13
of
the
other
state
does
not
extend
coverage
to
the
division
14
of
banking
personnel
working
on
the
other
state’s
examination
15
examinations
or
other
supervisory
activities
,
the
provisions
of
16
chapter
669
shall
apply.
17
Sec.
18.
Section
524.218,
Code
2021,
is
amended
by
striking
18
the
section
and
inserting
in
lieu
thereof
the
following:
19
524.218
Regulation
and
examination
of
service
providers.
20
1.
Whenever
a
state
bank,
or
any
subsidiary
or
affiliate
21
of
a
state
bank
that
is
subject
to
examination
by
the
22
superintendent,
causes
to
be
performed
for
itself,
by
contract
23
or
otherwise,
a
covered
service,
such
performance
shall
be
24
subject
to
regulation
and
examination
by
the
superintendent
to
25
the
same
extent
as
if
the
covered
service
was
being
performed
26
by
the
state
bank
itself.
27
2.
For
purposes
of
this
section,
“covered
service”
means
and
28
includes
all
of
the
following:
29
a.
Data
processing
services.
30
b.
Activities
that
support
financial
services,
including
31
but
not
limited
to
lending,
funds
transfer,
payment
processing,
32
fiduciary
activities,
trading
activities,
and
deposit
taking.
33
c.
Internet-related
services,
including
but
not
limited
to
34
web
services
and
electronic
bill
payments,
mobile
applications,
35
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system
and
software
development
and
maintenance,
and
security
1
monitoring.
2
d.
Activities
related
to
the
business
of
banking.
3
3.
The
superintendent
may,
in
the
superintendent’s
4
discretion,
accept
examinations
authorized
or
required
to
5
be
conducted
by
this
section,
which
are
made
by
other
state
6
or
federal
financial
regulatory
agencies
listed
in
section
7
534.217,
subsection
2,
in
lieu
of
any
examination
authorized
or
8
required
under
the
laws
of
this
state.
9
Sec.
19.
Section
524.220,
subsection
1,
Code
2021,
is
10
amended
to
read
as
follows:
11
1.
A
state
bank
shall
,
upon
request,
render
a
full,
clear,
12
and
accurate
statement
of
its
condition
to
the
superintendent,
13
in
a
format
prescribed
by
the
superintendent,
verified
by
the
14
oath
of
two
of
its
officers,
and
attested
by
at
least
two
of
15
the
directors.
The
superintendent
may,
in
the
superintendent’s
16
discretion,
use
any
form
of
statement
of
condition
that
is
used
17
by
the
federal
deposit
insurance
corporation
or
the
federal
18
reserve
system
,
and
the
superintendent
may
rely
on
a
statement
19
of
condition
a
state
bank
submits
to
the
federal
deposit
20
insurance
corporation
or
the
federal
reserve
system
.
21
Sec.
20.
Section
524.221,
subsection
3,
Code
2021,
is
22
amended
to
read
as
follows:
23
3.
The
provisions
of
this
section
,
insofar
as
applicable,
24
shall
apply
to
the
records
of
a
national
bank
,
or
a
federally
25
chartered
savings
bank
or
a
federally
chartered
federal
savings
26
and
loan
association
,
or
an
out-of-state
bank
.
27
Sec.
21.
Section
524.223,
Code
2021,
is
amended
to
read
as
28
follows:
29
524.223
Power
of
superintendent
to
issue
orders.
30
1.
Whenever
it
shall
appear
to
the
superintendent
that
a
31
state
bank
,
or
any
director,
officer,
employee,
or
substantial
32
shareholder
of
the
state
bank,
is
engaging
or
has
engaged,
33
or
the
superintendent
has
reasonable
cause
to
believe
that
34
the
state
bank
,
director,
officer,
employee,
or
substantial
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shareholder
is
about
to
engage,
in
an
unsafe
or
unsound
1
practice
in
conducting
the
business
of
such
state
bank,
or
is
2
violating
or
has
violated,
or
the
superintendent
has
reasonable
3
cause
to
believe
that
the
state
bank
,
director,
officer,
4
employee,
or
substantial
shareholder
is
about
to
violate,
any
5
provision
of
this
chapter
or
of
any
regulation
adopted
pursuant
6
to
this
chapter
,
or
any
condition
imposed
in
writing
by
the
7
superintendent
in
connection
with
the
approval
of
any
matter
8
required
by
this
chapter
,
or
any
written
agreement
entered
into
9
with
the
superintendent,
or
any
provision
of
chapter
12C
or
10
any
rules
adopted
pursuant
to
chapter
12C
,
the
superintendent
11
may
issue
and
serve
upon
the
state
bank
,
director,
officer,
12
employee,
or
substantial
shareholder
a
notice
containing
a
13
statement
of
the
facts
constituting
the
alleged
violation
or
14
violations,
or
the
unsafe
or
unsound
practice
or
practices,
15
and
fixing
a
time
and
place
at
which
a
hearing
will
be
held
to
16
determine
whether
an
order
to
cease
and
desist
should
be
issued
17
to
the
state
bank
,
director,
officer,
employee,
or
substantial
18
shareholder
.
19
2.
If
the
state
bank
,
director,
officer,
employee,
or
20
substantial
shareholder
fails
to
appear
at
the
hearing
it
shall
21
be
deemed
to
have
consented
to
the
issuance
of
a
cease
and
22
desist
order.
In
the
event
of
such
consent,
or
if
upon
the
23
record
made
at
such
hearing,
the
superintendent
shall
find
24
that
any
violation
or
unsafe
or
unsound
practice
specified
in
25
the
notice
has
been
established,
the
superintendent
may
issue
26
and
serve
upon
the
state
bank
,
director,
officer,
employee,
27
or
substantial
shareholder
an
order
to
cease
and
desist
from
28
any
such
violation
or
practice.
Such
order
may
require
the
29
state
bank
and
its
directors,
officers
,
and
employees
,
and
30
shareholders
to
cease
and
desist
from
any
such
violation
or
31
practice
and,
further,
to
take
affirmative
action
to
correct
32
the
conditions
resulting
from
any
such
violation
or
practice.
33
In
addition,
if
the
violation
or
practice
involves
a
failure
34
to
comply
with
chapter
12C
or
any
rules
adopted
pursuant
to
35
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chapter
12C
,
the
superintendent
may
recommend
to
the
committee
1
established
under
section
12C.6
that
the
bank
be
removed
from
2
the
list
of
financial
institutions
eligible
to
accept
public
3
funds
under
section
12C.6A
and
may
require
that
during
the
4
current
calendar
quarter
and
up
to
the
next
succeeding
eight
5
calendar
quarters
that
the
bank
do
any
one
or
more
of
the
6
following:
7
a.
Not
accept
public
funds
deposits.
8
b.
Return
to
the
depositors
some
or
all
uninsured
public
9
funds
held
in
demand
deposits
and,
when
deposit
instruments
10
or
agreements
mature,
return
to
the
depositors
some
or
11
all
deposits
representing
proceeds
of
such
instruments
or
12
agreements.
13
c.
Pledge
collateral
to
the
treasurer
of
state
having
a
14
value
at
all
times
up
to
one
hundred
ten
percent
of
the
public
15
funds
held
by
the
bank.
16
d.
Comply
with
such
other
requirements
as
the
superintendent
17
may
impose.
18
3.
Any
order
issued
pursuant
to
this
section
shall
become
19
effective
upon
service
of
the
order
on
the
state
bank
,
20
director,
officer,
employee,
or
substantial
shareholder
21
and
shall
remain
effective
except
to
such
extent
that
it
is
22
stayed,
modified,
terminated,
or
set
aside
by
action
of
the
23
superintendent
or
of
the
district
court
of
the
Polk
county
in
24
which
the
state
bank
has
its
principal
place
of
business
.
25
4.
The
superintendent
may
apply
to
the
district
court
of
26
the
Polk
county
in
which
the
state
bank
has
its
principal
place
27
of
business
for
the
enforcement
of
any
order
pursuant
to
this
28
section
and
such
court
shall
have
jurisdiction
and
power
to
29
order
and
require
compliance.
30
5.
For
purposes
of
this
section,
“substantial
shareholder”
31
means
a
shareholder
exercising
a
controlling
influence
over
the
32
management
or
policies
of
a
state
bank
as
determined
by
the
33
superintendent.
34
Sec.
22.
Section
524.224,
Code
2021,
is
amended
to
read
as
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follows:
1
524.224
Grounds
for
management
of
state
bank
by
2
superintendent
order
to
cease
business
——
appointment
of
3
receiver
.
4
1.
The
superintendent
may
take
over
the
management
of
the
5
property
and
business
of
,
without
prior
notice
or
hearings,
6
order
a
state
bank
to
cease
to
carry
on
its
business
whenever
7
it
appears
to
the
superintendent
determines
that:
8
a.
The
state
bank
has
violated
its
articles
of
incorporation
9
or
any
law
of
this
state.
10
b.
The
capital
of
the
state
bank
is
impaired.
11
c.
The
state
bank
is
conducting
its
business
in
an
unsafe
12
or
unsound
manner.
13
d.
The
state
bank
is
insolvent
or
is
otherwise
in
such
14
condition
that
it
is
unsound,
unsafe
or
inexpedient
for
it
to
15
transact
business.
16
e.
The
state
bank
has
suspended
or
refused
payment
of
its
17
deposits
or
other
liabilities
contrary
to
the
terms
thereof
,
18
or
the
superintendent
determines
the
state
bank
is
unlikely
to
19
be
able
to
pay
its
deposits
or
other
liabilities
in
the
near
20
future
.
21
f.
The
state
bank
refuses
to
make
its
records
available
22
to
the
superintendent
for
examination
or
otherwise
refuses
to
23
make
available,
through
an
officer
or
employee
having
knowledge
24
thereof,
information
required
by
the
superintendent
for
the
25
proper
discharge
of
the
duties
of
the
superintendent’s
office.
26
g.
The
state
bank
neglects
or
refuses
to
observe
any
order
27
of
the
superintendent
made
pursuant
to
the
provisions
of
this
28
chapter
,
unless
the
enforcement
of
such
order
is
stayed
in
a
29
proceeding
brought
by
the
state
bank.
30
h.
The
state
bank
has
not
transacted
any
business
or
31
performed
any
of
the
duties,
contemplated
by
its
authorization
32
to
do
business,
for
a
period
of
one
year
thirty
days
.
33
i.
The
state
bank
has
failed
to
renew
its
corporate
34
existence
in
the
manner
provided
for
in
section
524.314
within
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one
hundred
eighty
days
prior
to
the
expiration
thereof.
1
2.
The
superintendent
shall
thereafter
manage
the
2
property
and
business
of
the
state
bank
until
such
time
3
as
the
superintendent
may
relinquish
to
the
state
bank
the
4
management
thereof,
upon
such
conditions
as
the
superintendent
5
may
prescribe,
or
until
its
affairs
be
finally
dissolved
as
6
provided
in
this
chapter
Upon
ordering
a
state
bank
to
cease
7
to
carry
on
its
business,
the
superintendent
shall
immediately
8
appoint
the
federal
deposit
insurance
corporation
as
receiver
9
pursuant
to
section
524.1310
.
10
Sec.
23.
Section
524.225,
Code
2021,
is
amended
to
read
as
11
follows:
12
524.225
Procedures
——
judicial
review.
13
Judicial
review
of
the
actions
of
the
superintendent
may
be
14
sought
in
accordance
with
chapter
17A
.
However,
contested
case
15
provisions
of
chapter
17A
,
the
Iowa
administrative
procedure
16
Act,
do
not
apply
to
an
action
by
the
superintendent
to
take
17
over
the
management
of
or
to
manage
order
a
state
bank
to
18
cease
to
carry
on
its
business
and
to
appoint
a
receiver
,
as
19
authorized
by
sections
section
524.224
and
524.226
.
20
Sec.
24.
Section
524.228,
Code
2021,
is
amended
to
read
as
21
follows:
22
524.228
Interim
Emergency
cease
and
desist
order
——
final
23
order
——
suspension.
24
1.
If
it
appears
to
the
superintendent
that
a
state
bank,
25
or
any
director,
officer,
employee,
or
substantial
shareholder
26
of
the
state
bank
is
engaging
in
or
is
about
to
engage
in
an
27
unsafe
or
unsound
practice
or
dishonest
act
in
conducting
the
28
business
of
the
state
bank
that
is
likely
to
cause
insolvency
29
or
substantial
dissipation
of
assets
or
earnings
of
the
state
30
bank,
or
is
likely
to
seriously
weaken
the
condition
of
the
31
state
bank
or
otherwise
seriously
prejudice
the
interests
of
32
its
depositors
prior
to
the
completion
of
the
proceedings
33
conducted
pursuant
to
section
524.223
,
524.606,
subsection
34
2
,
or
524.707,
subsection
2
,
the
superintendent
may
issue
an
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interim
emergency
order
requiring
the
state
bank,
director,
1
officer,
employee,
or
substantial
shareholder
to
cease
and
2
desist
from
any
such
practice
or
act,
and
to
take
affirmative
3
action,
including
suspension
of
the
director,
officer,
or
4
employee
to
prevent
such
insolvency,
dissipation,
condition,
or
5
prejudice
pending
completion
of
the
proceedings.
The
interim
6
emergency
order
becomes
effective
upon
service
upon
the
state
7
bank,
or
upon
the
director,
officer,
employee,
or
substantial
8
shareholder
of
the
state
bank
and,
unless
set
aside,
limited,
9
or
suspended
by
a
court
as
provided
in
this
chapter
,
remains
10
effective
and
enforceable
pending
the
completion
of
the
11
administrative
proceedings
pursuant
to
the
interim
emergency
12
order
and
until
such
time
as
the
superintendent
dismisses
the
13
charges
specified
in
the
interim
emergency
order,
or,
if
a
14
final
cease
and
desist
order
is
issued
against
the
state
bank
15
or
the
director,
officer,
employee,
or
substantial
shareholder
16
until
the
effective
date
of
the
final
order.
17
2.
Within
ten
days
after
the
state
bank
concerned
or
any
18
director,
officer,
employee,
or
substantial
shareholder
is
19
served
with
an
interim
emergency
order,
the
state
bank
or
such
20
director,
officer,
employee,
or
substantial
shareholder
may
21
apply
to
the
district
court
in
the
of
Polk
county
in
which
the
22
bank
has
its
principal
place
of
business,
for
an
injunction
23
setting
aside,
limiting,
or
suspending
the
enforcement,
24
operation,
or
effectiveness
of
such
interim
emergency
order
25
pending
the
completion
of
the
administrative
proceedings.
If
26
serious
prejudice
to
the
interests
of
the
superintendent,
the
27
state
bank,
the
officer,
director,
employee,
or
substantial
28
shareholder
would
result
from
such
hearing,
the
court
may
order
29
the
judicial
proceeding
to
be
conducted
in
camera.
30
3.
The
interim
emergency
order
shall
contain
a
concise
31
statement
of
the
facts
constituting
the
alleged
unsafe
or
32
unsound
practice
or
alleged
dishonest
act,
and
shall
fix
a
time
33
and
place
at
which
a
hearing
will
be
held
to
determine
whether
34
a
final
order
to
cease
and
desist
should
issue
against
the
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state
bank
or
any
director,
officer,
employee,
or
substantial
1
shareholder.
The
hearing
shall
be
fixed
for
a
date
not
later
2
than
thirty
days
after
service
of
the
interim
emergency
order
3
unless
a
later
date
is
set
at
the
request
of
the
party
so
4
served.
If
the
state
bank,
or
the
director,
officer,
employee,
5
or
substantial
shareholder
fails
to
appear
at
the
hearing,
the
6
state
bank,
or
the
director,
officer,
employee,
or
substantial
7
shareholder
is
deemed
to
have
consented
to
the
issuance
of
a
8
cease
and
desist
order.
In
the
event
of
such
consent,
or
if
9
upon
the
record
made
at
the
hearing
the
superintendent
finds
10
that
any
unsafe
or
unsound
practice
or
dishonest
act
specified
11
in
the
interim
emergency
order
has
been
established,
the
12
superintendent
may
issue
and
serve
upon
the
state
bank,
or
the
13
director,
officer,
employee,
or
substantial
shareholder
a
final
14
order
to
cease
and
desist
from
any
such
practice
or
act.
The
15
order
may
require
the
state
bank,
or
the
director,
officer,
16
employee,
or
substantial
shareholder
to
cease
and
desist
from
17
any
such
practice
or
act
and,
further,
to
take
affirmative
18
action,
including
suspension
of
the
director,
officer,
or
19
employee.
20
4.
A
hearing
provided
for
in
this
section
shall
be
presided
21
over
by
an
administrative
law
judge
appointed
in
accordance
22
with
section
17A.11
.
The
hearing
shall
be
private,
unless
23
the
superintendent
determines
after
full
consideration
of
24
the
views
of
the
party
afforded
the
hearing,
that
a
public
25
hearing
is
necessary
to
protect
the
public
interest.
After
26
the
hearing,
and
within
thirty
days
after
the
case
has
been
27
submitted
for
decision,
the
superintendent
shall
review
the
28
proposed
order
of
the
administrative
law
judge
and
render
a
29
final
decision,
including
findings
of
fact
upon
which
the
30
decision
is
predicated,
and
issue
and
serve
upon
each
party
to
31
the
proceeding
an
order
consistent
with
this
section
.
32
5.
Any
final
order
issued
by
the
superintendent
pursuant
to
33
subsection
3
becomes
effective
upon
service
of
the
final
order
34
on
the
state
bank,
director,
officer,
employee,
or
substantial
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shareholder
and
shall
remain
effective
except
to
the
extent
1
that
it
is
stayed,
modified,
terminated,
or
set
aside
by
action
2
of
the
superintendent
or
of
the
district
court
of
the
Polk
3
county
in
which
the
state
bank
has
its
principal
place
of
4
business
in
accordance
with
the
terms
of
chapter
17A
.
5
6.
In
the
case
of
violation
or
threatened
violation
of,
or
6
failure
to
obey,
an
interim
emergency
order
issued
pursuant
to
7
subsection
1
or
a
final
order
issued
pursuant
to
subsection
8
3
,
the
superintendent
may
apply
to
the
district
court
of
the
9
Polk
county
in
which
the
state
bank
has
its
principal
place
of
10
business
for
the
enforcement
of
the
order
and
such
court
shall
11
have
jurisdiction
and
power
to
order
and
require
compliance
12
with
the
interim
emergency
order
or
final
order.
13
7.
For
purposes
of
this
section
,
“substantial
shareholder”
14
means
a
shareholder
exercising
a
controlling
influence
over
the
15
management
or
policies
of
a
state
bank
as
determined
by
the
16
superintendent.
17
Sec.
25.
NEW
SECTION
.
524.230
Superintendent
authority
——
18
supervision
of
state
bank.
19
1.
The
superintendent
may,
by
order
and
without
prior
20
notice,
appoint
a
supervisor
for
a
state
bank
if
the
21
superintendent
determines
that
the
state
bank
is
in
a
22
troubled
condition
and
an
order
of
supervision
is
necessary
to
23
protect
the
best
interests
of
the
state
bank,
its
depositors,
24
creditors,
shareholders,
or
the
public.
25
2.
A
state
bank
that
is
under
an
order
of
supervision
26
shall
not,
without
the
prior
approval
of
the
superintendent
27
or
the
supervisor,
unless
otherwise
permitted
by
the
order
of
28
supervision,
do
any
of
the
following:
29
a.
Dispose
of,
sell,
transfer,
convey,
or
encumber
the
state
30
bank’s
assets.
31
b.
Lend
or
invest
the
state
bank’s
money.
32
c.
Incur
a
debt,
liability,
or
obligation.
33
d.
Pay
a
cash
dividend.
34
e.
Remove
an
executive
officer
or
director,
effect
any
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change
in
the
positions
of
executive
officer
or
director,
or
1
change
the
number
of
executive
officers
or
directors.
2
3.
The
superintendent
may
serve
as
supervisor
of
a
state
3
bank
or
may
appoint
as
supervisor
any
person,
including
an
4
employee
of
the
banking
division,
who
the
superintendent
5
determines
is
qualified
for
the
position.
6
4.
The
superintendent,
during
the
period
of
supervision
7
of
the
state
bank,
may
require
reimbursement
by
the
state
8
bank
to
the
extent
of
the
reasonable
expenses
attributable
to
9
the
service
of
a
supervisor,
including
costs
incurred
by
the
10
division
of
banking
and
expenses
of
the
supervisor
and
any
11
professional
employees
appointed
to
assist
or
represent
the
12
supervisor.
13
5.
A
supervisor
appointed
pursuant
to
this
section
shall
14
serve
until
the
date
specified
in
the
order
of
supervision
or
15
the
date
when
the
superintendent
determines
that
the
conditions
16
necessary
to
terminate
the
order
have
been
satisfied,
whichever
17
is
earlier.
The
superintendent
may
terminate
an
order
of
18
supervision
at
any
time.
19
6.
When
a
state
bank
has
adequately
addressed
the
20
conditions
that
necessitated
the
order
of
supervision,
the
21
superintendent
shall
return
the
state
bank
to
its
former
or
22
new
management
under
conditions
reasonable
and
necessary
to
23
prevent
a
recurrence
of
the
conditions
that
caused
the
order
24
of
supervision.
25
7.
The
superintendent,
at
any
time
during
the
period
of
26
supervision
of
a
state
bank,
may
order
the
state
bank
to
cease
27
to
carry
on
its
business
in
accordance
with
the
provisions
of
28
section
524.224.
Notwithstanding
any
other
provision
of
law
29
to
the
contrary,
the
banking
division,
the
superintendent,
the
30
examiners,
and
all
other
employees
of
the
banking
division
31
shall
not
be
liable
to
any
person
if
a
state
bank
subject
to
a
32
supervision
order
pursuant
to
this
section
ceases
to
carry
on
33
the
business
of
banking
pursuant
to
section
524.224
or
closes
34
or
fails
pursuant
to
any
applicable
provision
of
federal
law.
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Sec.
26.
Section
524.301,
Code
2021,
is
amended
to
read
as
1
follows:
2
524.301
Incorporators
——
organizers.
3
A
state
bank
may
be
incorporated
or
organized
as
a
limited
4
liability
company
under
this
chapter
by
one
or
more
individuals
5
eighteen
years
of
age
or
older,
a
majority
of
whom
shall
be
6
residents
of
this
state
and
citizens
of
the
United
States.
7
Sec.
27.
Section
524.302,
subsection
1,
unnumbered
8
paragraph
1,
Code
2021,
is
amended
to
read
as
follows:
9
The
articles
of
incorporation
of
a
state
bank,
in
the
form
10
prescribed
by
the
superintendent,
shall
must
set
forth
all
of
11
the
following:
12
Sec.
28.
Section
524.302,
subsection
1,
paragraph
b,
Code
13
2021,
is
amended
to
read
as
follows:
14
b.
The
location
physical
address
of
its
proposed
principal
15
place
of
business
including
the
name
of
the
municipal
16
corporation
,
if
any,
and
county.
17
Sec.
29.
Section
524.303,
subsection
2,
Code
2021,
is
18
amended
to
read
as
follows:
19
2.
Applicable
fees,
payable
to
the
secretary
of
state
as
20
specified
in
section
489.117
or
section
490.122
,
for
the
filing
21
and
recording
of
the
articles
of
incorporation.
22
Sec.
30.
Section
524.304,
subsection
1,
unnumbered
23
paragraph
1,
Code
2021,
is
amended
to
read
as
follows:
24
The
incorporators
or
organizers
of
a
state
bank
shall,
25
within
thirty
days
of
the
acceptance
of
the
application
for
26
processing,
publish
notice
of
the
proposed
incorporation
or
27
organization
once
each
week
for
two
successive
weeks
in
a
28
newspaper
of
general
circulation
published
in
the
municipal
29
corporation
which
is
proposed
as
the
principal
place
of
30
business
of
the
state
bank,
or
if
there
is
none,
a
newspaper
31
of
general
circulation
published
in
the
county,
or
in
a
county
32
adjoining
the
county,
in
which
the
proposed
state
bank
is
to
33
have
its
principal
place
of
business.
The
notice
shall
set
34
forth
all
of
the
following:
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Sec.
31.
Section
524.305,
subsection
1,
paragraph
b,
Code
1
2021,
is
amended
to
read
as
follows:
2
b.
The
convenience
and
needs
of
the
public
will
be
served
3
by
the
proposed
state
bank
,
including
by
accepting
deposits
4
from,
lending
money
in,
and
processing
payments
in
the
area
the
5
proposed
state
bank
will
primarily
serve
.
6
Sec.
32.
Section
524.305,
subsections
3
and
4,
Code
2021,
7
are
amended
to
read
as
follows:
8
3.
Within
thirty
days
after
the
date
of
the
second
9
publication
of
the
notice
required
under
section
524.304
,
any
10
interested
person
may
submit
written
comments
and
information
11
to
the
superintendent
concerning
the
application.
Comments
12
challenging
the
legality
of
an
application
must
be
submitted
13
separately
in
writing.
The
superintendent
may
extend
14
the
thirty-day
comment
period,
if,
in
the
judgment
of
the
15
superintendent,
extenuating
circumstances
which
justify
the
16
extension
exist.
17
4.
Within
thirty
days
after
the
date
of
the
second
18
publication
of
the
notice
required
by
section
524.304
,
19
any
interested
person
may
submit
a
written
request
of
the
20
superintendent
for
a
hearing
on
the
application.
The
request
21
shall
state
the
nature
of
the
issues
or
facts
to
be
presented
22
and
the
reasons
why
written
submissions
would
be
insufficient
23
to
make
an
adequate
presentation
to
the
superintendent.
If
the
24
reasons
are
related
to
factual
disputes,
the
disputes
shall
be
25
described.
A
written
request
for
a
hearing
shall
be
evaluated
26
by
the
superintendent,
who
may
grant
or
deny
the
request
in
27
whole
or
in
part.
A
hearing
request
shall
generally
be
granted
28
only
if
it
is
determined
that
written
submissions
would
be
29
inadequate
or
that
a
hearing
would
otherwise
be
beneficial
30
to
the
decision-making
process.
A
hearing
may
be
limited
to
31
issues
considered
material
by
the
superintendent.
32
Sec.
33.
Section
524.306,
Code
2021,
is
amended
to
read
as
33
follows:
34
524.306
Incorporation
or
organization
of
state
bank.
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1.
Unless
a
delayed
effective
date
or
time
is
specified,
the
1
corporate
or
organizational
existence
of
a
state
bank
begins
2
when
the
articles
of
incorporation,
with
the
superintendent’s
3
approval
indicated
on
the
articles
of
incorporation,
are
filed
4
with
the
secretary
of
state.
The
secretary
of
state
shall
5
record
the
articles
of
incorporation
and
forward
a
copy
of
them
6
to
the
county
recorder
of
the
county
in
which
the
state
bank
is
7
to
have
its
principal
place
of
business.
8
2.
The
secretary
of
state’s
acknowledgment
of
filing
of
9
the
articles
of
incorporation
is
conclusive
proof
that
the
10
incorporators
or
organizers
satisfied
all
conditions
precedent
11
to
incorporation
or
organization,
except
in
a
proceeding
12
instituted
by
the
superintendent
to
cancel
or
revoke
the
13
incorporation
or
involuntarily
dissolve
the
corporation
or
14
organization.
15
Sec.
34.
Section
524.307,
Code
2021,
is
amended
to
read
as
16
follows:
17
524.307
Initial
organization
of
state
bank.
18
Upon
incorporation
,
or
organization
as
a
limited
liability
19
company,
of
the
state
bank,
the
initial
board
of
directors
20
shall
hold
an
organizational
meeting
within
this
state,
at
21
the
call
of
a
majority
of
the
directors,
to
complete
the
22
organization
of
the
state
bank
by
electing
officers,
adopting
23
bylaws,
if
any
are
to
be
adopted,
and
conducting
any
other
24
business
properly
brought
before
the
board
at
the
meeting.
25
Sec.
35.
Section
524.310,
subsection
2,
Code
2021,
is
26
amended
to
read
as
follows:
27
2.
The
provisions
of
this
section
shall
not
require
any
28
state
bank
existing
and
operating
on
January
1,
1970,
to
add
29
to,
modify
or
otherwise
change
its
corporate
or
organizational
30
name,
either
on
January
1,
1970,
or
upon
renewal
of
its
31
corporate
existence
pursuant
to
section
524.314
at
any
time
32
thereafter
.
33
Sec.
36.
Section
524.312,
Code
2021,
is
amended
to
read
as
34
follows:
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524.312
Location
of
state
bank
——
exceptions.
1
1.
A
state
bank
originally
incorporated
or
organized
2
pursuant
to
this
chapter
shall
have
its
principal
place
of
3
business
within
the
city
limits
of
a
municipal
corporation.
4
The
existence
of
a
state
bank
shall
not,
however,
be
affected
5
by
the
subsequent
discontinuance
of
the
municipal
corporation.
6
A
state
bank
existing
and
operating
on
January
1,
1970,
which
7
does
not
have
its
principal
place
of
business
within
the
city
8
limits
of
a
municipal
corporation,
may
renew
its
corporate
9
or
organizational
existence
pursuant
to
section
524.314
10
without
regard
to
this
section
and
may
also
operate
as
a
bank
11
or
convert
to
and
operate
as
a
bank
office
when
acquired
12
by
or
merged
into
another
state
bank
and
approved
by
the
13
superintendent
state
of
Iowa
.
14
2.
A
state
bank
may,
with
the
prior
written
approval
of
the
15
superintendent,
change
the
location
of
its
principal
place
of
16
business
to
a
new
location
within
the
state.
17
3.
If
a
change
in
the
location
of
the
principal
place
18
of
business
of
a
state
bank
is
proposed,
application
for
19
approval
of
the
superintendent
shall
be
made
as
required
by
the
20
superintendent
pursuant
to
this
section
.
A
change
in
location
21
of
the
principal
place
of
business
of
a
state
bank,
including
22
a
change
from
one
municipal
corporation
to
another
municipal
23
corporation
within
an
urban
complex,
requires
an
amendment
to
24
the
articles
of
incorporation
pursuant
to
sections
524.1502
,
25
524.1504
,
and
524.1506
.
A
state
bank
seeking
approval
of
a
26
change
of
location
pursuant
to
this
subsection
shall
publish
27
a
notice
of
the
proposed
change
of
location
in
a
newspaper
28
of
general
circulation
in
the
municipal
corporation
or
29
unincorporated
area
in
which
the
state
bank
has
its
principal
30
place
of
business,
or
if
there
is
none,
in
a
newspaper
of
31
general
circulation
in
the
county,
or
in
a
county
adjoining
32
the
county,
in
which
the
state
bank
has
its
principal
place
of
33
business,
and
in
the
municipal
corporation
in
which
it
seeks
to
34
establish
its
principal
place
of
business,
or
if
there
is
none,
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in
a
newspaper
of
general
circulation
in
the
county,
or
in
a
1
county
adjoining
the
county,
in
which
the
municipal
corporation
2
is
located.
The
notice
shall
be
published
within
thirty
days
3
after
the
application
to
the
superintendent
for
approval
4
of
the
change
in
location
is
accepted
for
processing.
The
5
notice
shall
set
forth
the
name
of
the
state
bank,
the
present
6
location
of
its
principal
place
of
business,
the
location
to
7
which
it
proposes
to
move
its
principal
place
of
business,
and
8
the
date
upon
which
the
application
was
accepted
for
processing
9
by
the
superintendent.
10
4.
Within
thirty
days
after
acceptance
of
an
application
11
for
approval
of
a
change
of
location
of
the
principal
place
12
of
business
of
a
state
bank
pursuant
to
subsection
3
,
the
13
superintendent
shall
commence
an
investigation
into
the
14
circumstances
of
the
application
as
deemed
necessary
by
15
the
superintendent,
giving
due
consideration
to
factors
16
substantially
similar
to
those
set
forth
in
section
524.305,
17
subsection
1
,
paragraphs
“c”
through
“f”
.
Within
one
hundred
18
eighty
ninety
days
after
the
application
has
been
accepted
for
19
processing,
the
superintendent
shall
approve
or
disapprove
20
the
application
on
the
basis
of
the
investigation.
The
21
superintendent
shall
give
written
notice
of
the
decision
to
the
22
state
bank,
and
in
the
event
of
disapproval
a
statement
of
the
23
reasons
for
the
disapproval.
If
the
superintendent
approves
24
the
change
in
location
the
superintendent
shall
deliver
25
the
articles
of
amendment
to
the
secretary
of
state.
As
a
26
condition
of
receiving
the
decision
of
the
superintendent
with
27
respect
to
the
application,
the
state
bank
shall
reimburse
the
28
superintendent
for
all
expenses
incurred
by
the
superintendent
29
in
connection
with
the
application.
30
5.
A
state
bank
approved
under
the
provisions
of
section
31
524.305,
subsection
8
,
shall
not
commence
its
business
at
32
any
location
other
than
within
a
municipal
corporation
or
33
unincorporated
area
in
which
was
located
the
principal
place
of
34
business
or
an
office
of
the
state
bank
the
condition
of
which
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was
the
basis
for
the
superintendent
authorizing
incorporation
1
or
organization
of
the
new
state
bank.
2
Sec.
37.
Section
524.313,
Code
2021,
is
amended
to
read
as
3
follows:
4
524.313
Bylaws.
5
A
state
bank
may
adopt
bylaws.
The
power
to
adopt,
amend,
6
or
repeal
bylaws
or
adopt
new
bylaws
is
vested
in
the
board
of
7
directors
unless
reserved
to
the
shareholders
by
the
articles
8
of
incorporation.
The
bylaws
of
a
state
bank
may
contain
any
9
provisions
for
the
regulation
and
management
of
the
affairs
10
of
the
state
bank
not
inconsistent
with
law
or
the
articles
11
of
incorporation.
For
a
state
bank
organized
as
a
limited
12
liability
company
under
this
chapter
,
“bylaws”
means
the
13
operating
agreement
of
the
state
bank.
14
Sec.
38.
Section
524.521,
Code
2021,
is
amended
to
read
as
15
follows:
16
524.521
Authorized
shares.
17
1.
The
articles
of
incorporation
of
a
state
bank
18
incorporated
as
a
stock
corporation
must
prescribe
the
classes
19
of
shares
and
series
of
shares
within
a
class
and
the
number
20
of
shares
of
each
class
that
the
state
bank
is
authorized
21
to
issue.
If
more
than
one
class
or
series
of
shares
is
22
authorized,
the
articles
of
incorporation
must
prescribe
a
23
distinguishing
designation
for
each
class
or
series,
and
before
24
the
issuance
of
shares
of
a
class
or
series,
describe
the
25
terms,
including
the
preferences,
rights,
and
limitations
of
26
that
class
or
series
.
Prior
to
the
issuance
of
shares
of
a
27
class,
the
preferences,
limitations,
and
relative
rights
of
28
that
class
must
be
described
in
the
articles
of
incorporation.
29
All
Except
to
the
extent
otherwise
permitted
by
section
30
524.522,
all
shares
of
a
class
or
series
must
have
terms,
31
including
preferences,
rights,
and
limitations
,
and
relative
32
rights
identical
with
those
of
other
shares
of
the
same
class
33
except
to
the
extent
otherwise
permitted
by
section
524.523
or
34
series
.
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2.
The
articles
of
incorporation
of
a
state
bank
1
incorporated
as
a
stock
corporation
must
authorize
both
of
the
2
following:
3
a.
One
or
more
classes
or
series
of
shares
that
together
4
have
unlimited
full
voting
rights.
5
b.
One
or
more
classes
or
series
of
shares,
which
may
be
the
6
same
class
,
or
classes
,
or
series
as
those
with
voting
rights,
7
that
together
are
entitled
to
receive
the
net
assets
of
the
8
state
bank
upon
dissolution.
9
3.
The
articles
of
incorporation
of
a
state
bank
10
incorporated
as
a
stock
corporation
may
authorize
one
or
more
11
classes
or
series
of
shares
that
have
any
of
the
following
12
qualities:
13
a.
Have
special,
conditional,
or
limited
voting
rights,
or
14
no
right
to
vote,
unless
prohibited
by
this
chapter
.
15
b.
Are
redeemable
or
convertible
as
specified
in
the
16
articles
of
incorporation
in
any
of
the
following
ways:
17
(1)
At
the
option
of
the
state
bank,
the
shareholders,
or
18
another
person
or
upon
the
occurrence
of
a
designated
specified
19
event.
20
(2)
For
cash,
indebtedness,
securities,
or
other
property.
21
(3)
In
a
designated
amount
or
in
an
amount
determined
22
in
accordance
with
a
designated
formula
or
by
reference
to
23
extrinsic
data
or
events.
24
c.
Preferred
shares
are
redeemable
only
by
resolution
25
of
the
board
of
directors
with
the
prior
approval
of
the
26
superintendent.
Preferred
shares
which
are
redeemable
27
according
to
the
terms
of
their
issuance
shall
be
redeemed
28
only
in
accordance
with
such
terms.
Preferred
shares
which
29
are
redeemed
shall
be
canceled
and
shall
not
be
reissued.
30
Preferred
shares
which
are
not
redeemable
according
to
the
31
terms
of
their
issuance
are
redeemable
only
pro
rata,
by
lot,
32
or
by
such
other
equitable
method
as
determined
by
the
board
33
of
directors.
34
d.
(1)
If
preferred
shares
are
redeemed
by
a
state
bank,
35
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the
redemption
effects
a
cancellation
of
the
shares,
and
1
a
statement
of
cancellation
shall
be
filed
as
provided
in
2
this
paragraph.
The
filing
of
the
statement
of
cancellation
3
constitutes
an
amendment
to
the
articles
of
incorporation
and
4
reduces
the
number
of
preferred
shares
of
the
class
which
the
5
state
bank
is
authorized
to
issue
by
the
number
which
are
6
canceled.
7
(2)
The
statement
of
cancellation
shall
be
executed
by
the
8
state
bank
by
its
president
or
a
vice
president
and
by
its
9
cashier
or
an
assistant
cashier,
and
acknowledged
by
one
of
the
10
officers
signing
such
statement,
and
shall
set
forth
all
of
the
11
following:
12
(a)
The
name
of
the
state
bank
and
the
effective
date
of
its
13
articles
of
incorporation.
14
(b)
The
number
of
preferred
shares
canceled
through
15
redemption,
itemized
by
classes.
16
(c)
The
aggregate
number
of
issued
shares,
itemized
by
17
classes,
after
giving
effect
to
the
cancellation.
18
(d)
The
amount,
expressed
in
dollars,
of
the
stated
capital
19
of
the
state
bank
after
giving
effect
to
the
cancellation.
20
(e)
The
number
of
shares
which
the
state
bank
has
authority
21
to
issue,
itemized
by
classes,
after
giving
effect
to
the
22
cancellation.
23
(3)
The
statement
of
cancellation,
together
with
the
24
applicable
filing
and
recording
fees,
shall
be
delivered
to
25
the
superintendent
who
shall,
if
the
superintendent
finds
the
26
statement
of
cancellation
satisfies
the
requirements
of
this
27
section
,
deliver
it
to
the
secretary
of
state
for
filing
and
28
recording
in
the
secretary
of
state’s
office
and
the
statement
29
of
cancellation
shall
also
be
filed
and
recorded
in
the
office
30
of
the
county
recorder
.
The
capital
of
the
state
bank
is
31
deemed
to
be
reduced
by
the
par
value
of
the
shares
canceled
32
upon
the
effective
date
of
the
redemption.
33
e.
Entitle
the
holders
to
distributions
calculated
in
34
any
manner,
including
dividends
that
may
be
cumulative,
35
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noncumulative,
or
partially
cumulative.
1
f.
Have
preference
over
any
other
class
or
series
of
2
shares
with
respect
to
distributions,
including
dividends
and
3
distributions
upon
the
dissolution
of
the
state
bank.
4
4.
The
description
of
the
designations,
preferences,
5
rights,
and
limitations
,
and
relative
rights
of
share
classes
6
or
series
of
shares
in
subsection
3
is
not
all-inclusive
7
exhaustive
.
8
5.
Unless
the
articles
of
incorporation
or
bylaws
otherwise
9
provide,
the
board
of
directors,
by
resolution
duly
adopted
and
10
with
the
approval
of
the
superintendent
as
provided
in
section
11
524.405
,
may
issue
from
time
to
time,
in
whole
or
in
part,
the
12
shares
authorized
by
the
articles
of
incorporation.
13
Sec.
39.
Section
524.522,
subsection
1,
unnumbered
14
paragraph
1,
Code
2021,
is
amended
to
read
as
follows:
15
If
the
articles
of
incorporation
provide
for
such,
the
16
board
of
directors
may
determine,
in
whole
or
in
part,
the
17
preferences,
rights,
and
limitations
,
and
relative
rights,
18
within
the
limits
set
forth
in
section
524.521
,
of
either
of
19
the
following:
20
Sec.
40.
Section
524.523,
subsection
2,
unnumbered
21
paragraph
1,
Code
2021,
is
amended
to
read
as
follows:
22
Each
At
a
minimum,
each
share
certificate
must
state
on
its
23
face
,
at
a
minimum,
all
of
the
following:
24
Sec.
41.
Section
524.523,
subsection
3,
Code
2021,
is
25
amended
by
striking
the
subsection
and
inserting
in
lieu
26
thereof
the
following:
27
3.
a.
If
the
state
bank
is
authorized
to
issue
different
28
classes
of
shares
or
series
of
shares
within
a
class,
the
29
front
or
back
of
each
certificate
must
summarize
all
of
the
30
following:
31
(1)
The
preferences,
rights,
and
limitations
applicable
to
32
each
class
and
series.
33
(2)
Any
variations
in
preferences,
rights,
and
limitations
34
among
the
holders
of
the
same
class
or
series.
35
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(3)
The
authority
of
the
board
of
directors
to
determine
the
1
terms
of
future
classes
or
series.
2
b.
Alternatively,
each
certificate
may
state
conspicuously
3
on
its
front
or
back
that
the
state
bank
will
furnish
to
the
4
shareholder
the
information
in
paragraph
“a”
on
request
in
5
writing
and
without
charge.
6
Sec.
42.
Section
524.523,
subsection
4,
Code
2021,
is
7
amended
to
read
as
follows:
8
4.
Each
share
certificate
must
be
signed
either
manually
or
9
in
facsimile
by
two
officers
as
set
forth
in
subsection
1
,
and
10
may
bear
the
corporate
seal
or
its
facsimile.
11
Sec.
43.
Section
524.524,
Code
2021,
is
amended
to
read
as
12
follows:
13
524.524
Consideration
for
shares.
14
Except
in
the
case
of
a
distribution
of
shares
authorized
by
15
section
524.543
or
shares
issued
upon
exchanges
or
conversion,
16
common
or
preferred
shares
of
a
state
bank
may
be
issued
only
17
for
cash
in
an
amount
not
less
than
that
determined
approved
18
by
the
superintendent.
19
Sec.
44.
Section
524.525,
subsection
4,
paragraph
b,
Code
20
2021,
is
amended
to
read
as
follows:
21
b.
Unless
the
subscription
agreement
provides
otherwise,
the
22
state
bank
may
rescind
the
agreement
and
may
sell
the
shares
23
if
the
debt
remains
unpaid
more
than
twenty
days
after
the
24
state
bank
sends
delivers
a
written
demand
for
payment
to
the
25
subscriber.
26
Sec.
45.
Section
524.526,
Code
2021,
is
amended
to
read
as
27
follows:
28
524.526
Fractional
shares.
29
1.
A
state
bank
incorporated
as
a
stock
corporation
may
30
issue
fractions
of
a
share
or
in
lieu
of
doing
so
may
do
any
of
31
the
following:
32
a.
Issue
fractions
of
a
share
or
pay
Pay
in
money
cash
the
33
value
of
fractions
of
a
share.
34
b.
Issue
scrip
in
registered
or
bearer
form
entitling
the
35
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holder
to
receive
a
full
share
upon
surrendering
enough
scrip
1
to
equal
a
full
share.
2
b.
c.
Arrange
for
disposition
of
fractional
shares
by
the
3
shareholders
of
the
state
bank.
4
c.
Issue
scrip
in
registered
or
bearer
form
entitling
the
5
holder
to
receive
a
full
share
upon
surrendering
enough
scrip
6
to
equal
a
full
share.
7
2.
Each
certificate
representing
scrip
must
be
8
conspicuously
labeled
“scrip”
and
must
contain
the
information
9
required
by
section
524.523,
subsection
2
.
10
3.
The
holder
of
a
fractional
share
or
scrip
is
entitled
11
to
exercise
the
rights
of
a
shareholder,
including
the
right
12
rights
to
vote,
to
receive
dividends,
and
to
participate
in
13
the
assets
of
the
state
bank
upon
liquidation,
but
only
if
the
14
fractional
share
or
scrip
provides
for
such
rights.
15
4.
The
board
of
directors
may
authorize
the
issuance
of
16
scrip
subject
to
any
condition
considered
desirable
,
including
17
either
of
the
following:
18
a.
That
the
scrip
will
become
void
if
not
exchanged
for
full
19
shares
before
a
specified
date.
20
b.
That
the
shares
for
which
the
scrip
is
exchangeable
may
21
be
sold
and
the
proceeds
paid
to
the
scrip
holders.
22
Sec.
46.
Section
524.527,
subsections
1
and
2,
Code
2021,
23
are
amended
to
read
as
follows:
24
1.
A
purchaser
of
the
shares
of
a
state
bank
incorporated
25
as
a
stock
corporation
is
not
liable
to
the
state
bank,
its
26
creditors,
or
depositors
with
respect
to
the
shares
except
to
27
pay
the
consideration
for
which
the
shares
were
authorized
to
28
be
issued
under
section
524.521
,
or
the
consideration
specified
29
in
the
subscription
agreement
authorized
under
section
524.525
.
30
2.
Unless
otherwise
provided
in
the
articles
of
31
incorporation,
a
A
shareholder
of
a
state
bank
is
not
32
personally
liable
for
any
liabilities
of
the
state
bank,
33
including
liabilities
arising
from
the
acts
or
debts
of
the
34
state
bank,
its
creditors,
or
depositors
.
,
subject
to
the
35
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following
exceptions:
1
a.
To
the
extent
provided
in
a
provision
of
the
articles
2
of
incorporation
permitted
by
section
524.302,
subsection
2,
3
paragraph
“c”
.
4
b.
By
reason
of
the
shareholder’s
own
acts
or
conduct.
5
Sec.
47.
Section
524.528,
subsections
1
and
2,
Code
2021,
6
are
amended
to
read
as
follows:
7
1.
The
shareholders
of
a
state
bank
do
not
have
a
preemptive
8
right
to
acquire
the
state
bank’s
unissued
shares
except
to
the
9
extent
provided
in
the
articles
of
incorporation
so
provide
.
10
2.
A
statement
included
in
the
articles
of
incorporation
11
that
“the
state
bank
elects
to
have
preemptive
rights”,
or
12
words
of
similar
import
effect
,
means
that
,
the
following
13
principles
apply
except
to
the
extent
otherwise
expressly
14
provided
in
the
articles
of
incorporation
,
the
following
15
principles
apply
expressly
provide
otherwise
:
16
a.
A
shareholder
The
shareholders
of
a
state
bank
has
have
17
a
preemptive
right,
granted
on
uniform
terms
and
conditions
18
prescribed
by
the
board
of
directors
to
provide
a
fair
and
19
reasonable
opportunity
to
exercise
the
right,
to
acquire
a
20
proportional
amount
of
the
state
bank’s
unissued
shares
upon
21
the
decision
of
the
board
of
directors
to
issue
such
shares.
22
b.
A
shareholder
may
waive
the
shareholder’s
preemptive
23
right.
A
waiver
evidenced
in
writing
is
irrevocable
even
24
though
it
is
not
supported
by
consideration.
25
c.
There
is
no
preemptive
right
with
respect
to
any
of
the
26
following:
27
(1)
Shares
issued
as
compensation
to
directors,
managers,
28
officers,
employees,
or
agents
,
or
employees
of
the
state
bank,
29
its
subsidiaries,
or
its
affiliates.
30
(2)
Shares
issued
to
satisfy
conversion
or
option
rights
31
created
to
provide
compensation
to
directors,
managers,
32
officers,
employees,
or
agents
,
or
employees
of
the
state
bank,
33
its
subsidiaries,
or
its
affiliates.
34
(3)
Shares
authorized
in
the
articles
of
incorporation
35
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that
are
issued
within
six
months
from
the
effective
date
of
1
incorporation
or
organization.
2
d.
A
holder
Holders
of
shares
of
any
class
or
series
without
3
general
voting
rights
power
but
with
preferential
rights
to
4
distributions
or
assets
has
have
no
preemptive
rights
with
5
respect
to
shares
of
any
class
or
series
.
6
e.
A
holder
Holders
of
shares
of
any
class
or
series
with
7
general
voting
rights
power
but
without
preferential
rights
8
to
distributions
or
assets
has
have
no
preemptive
rights
with
9
respect
to
shares
of
any
class
or
series
with
preferential
10
rights
to
distributions
or
assets
unless
the
shares
with
11
preferential
rights
are
convertible
into
or
carry
a
right
to
12
subscribe
for
or
acquire
shares
without
preferential
rights.
13
f.
Shares
subject
to
preemptive
rights
that
are
not
acquired
14
by
shareholders
may
be
issued
to
any
person
for
a
period
of
one
15
year
after
being
offered
to
shareholders
at
a
consideration
16
set
by
the
board
of
directors
that
is
not
lower
than
the
17
consideration
set
for
the
exercise
of
preemptive
rights.
An
18
offer
at
a
lower
consideration
or
after
the
expiration
of
one
19
year
is
subject
to
the
shareholders’
preemptive
rights.
20
Sec.
48.
Section
524.532,
Code
2021,
is
amended
to
read
as
21
follows:
22
524.532
Meetings
of
shareholders.
23
Meetings
of
shareholders
may
be
held
at
a
place
,
within
24
this
state,
as
provided
in
the
articles
of
incorporation
or
25
the
bylaws,
or
as
fixed
in
accordance
with
their
provisions.
26
In
the
absence
of
any
such
provision,
all
meetings
shall
be
27
held
at
the
principal
place
of
business
of
the
state
bank.
28
An
annual
meeting
of
the
shareholders
shall
be
held
during
29
the
specific
month
as
shall
be
provided
in
the
articles
of
30
incorporation,
at
the
location,
date
,
and
time
as
stated
in
31
or
fixed
in
accordance
with
the
bylaws.
Failure
to
hold
the
32
annual
meeting
during
the
month
shall
not
work
a
forfeiture
33
or
dissolution
of
the
state
bank.
Special
meetings
of
the
34
shareholders
may
be
called
by
the
president,
the
board
of
35
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directors,
the
holders
of
not
less
than
one-tenth
of
all
the
1
shares
entitled
to
vote
at
the
meeting,
or
other
officers
or
2
persons
as
provided
in
the
articles
of
incorporation
or
the
3
bylaws.
If
a
state
bank
holds
a
shareholder
meeting
at
a
4
location
outside
this
state,
the
articles
of
incorporation
or
5
bylaws
must
permit
any
or
all
shareholders
to
participate
by
6
any
means
of
communication
as
specified
in
section
524.533,
7
subsection
4.
8
Sec.
49.
Section
524.533,
subsections
1
and
3,
Code
2021,
9
are
amended
to
read
as
follows:
10
1.
Written
notice
stating
the
place,
day
and
hour
of
a
11
meeting
of
the
shareholders
and,
in
case
of
a
special
meeting,
12
the
purpose
or
purposes
for
which
the
meeting
is
called,
shall
13
be
delivered
not
less
than
ten
nor
more
than
sixty
days
before
14
the
date
of
the
meeting,
either
personally
or
by
mail,
by
or
15
at
the
direction
of
the
president,
the
cashier,
or
the
officer
16
or
persons
calling
the
meeting,
to
each
shareholder
of
record
17
entitled
to
vote
at
the
meeting.
If
mailed,
the
notice
is
18
deemed
to
be
delivered
when
deposited
in
the
United
States
mail
19
addressed
to
the
shareholder
at
the
shareholder’s
address
as
20
it
appears
on
the
stock
transfer
books
of
the
state
bank
with
21
postage
prepaid.
As
used
in
this
section,
the
term
“notice”
22
means
as
defined
in
section
490.141.
23
3.
A
shareholder’s
attendance
at
a
meeting
results
in
both
24
all
of
the
following:
25
a.
Waives
the
shareholder’s
objection
to
lack
of
notice
or
26
defective
notice
of
the
meeting,
unless
the
shareholder
at
the
27
beginning
of
the
meeting
or
promptly
upon
the
shareholder’s
28
arrival
objects
to
holding
the
meeting
or
transacting
business
29
at
the
meeting.
30
b.
Waives
the
shareholder’s
objection
to
consideration
31
of
a
particular
matter
at
the
meeting
that
is
not
within
the
32
purpose
or
purposes
described
in
the
meeting
notice,
unless
33
the
shareholder
objects
to
considering
the
matter
when
it
is
34
presented.
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Sec.
50.
Section
524.535,
subsection
2,
Code
2021,
is
1
amended
to
read
as
follows:
2
2.
The
bylaws
or,
in
the
absence
of
an
applicable
bylaw,
3
the
board
of
directors
may
fix
or
provide
the
manner
of
fixing
,
4
in
advance,
a
date
as
the
record
date
for
any
determination
of
5
shareholders
entitled
to
notice
of
or
a
shareholder’s
meeting,
6
to
demand
a
special
meeting,
to
vote
,
or
to
take
any
other
7
action
at
a
meeting
of
shareholders
,
the
.
A
record
date
to
be
8
fixed
under
this
section
shall
not
be
more
than
seventy
days
9
and,
in
the
case
of
a
meeting
of
shareholders,
not
less
than
10
ten
days
prior
to
before
the
date
on
which
of
the
meeting
or
11
particular
action
,
requiring
the
determination
of
shareholders
,
12
is
to
be
taken
and
shall
not
be
retroactive
.
If
a
record
date
13
is
not
fixed
for
the
determination
of
shareholders
entitled
14
to
notice
of
or
to
vote
at
a
meeting
of
shareholders,
or
15
shareholders
entitled
to
receive
payment
of
a
dividend,
the
16
date
on
which
notice
of
the
meeting
is
mailed
or
the
date
on
17
which
the
resolution
of
the
board
of
directors
declaring
such
18
dividend
is
adopted,
as
the
case
may
be,
shall
be
the
record
19
date
for
the
determination
of
shareholders.
If
a
determination
20
of
shareholders
entitled
to
vote
at
any
meeting
of
shareholders
21
has
been
made
as
provided
in
this
section
,
the
determination
22
applies
to
any
adjournment
of
the
meeting.
23
Sec.
51.
Section
524.536,
Code
2021,
is
amended
by
striking
24
the
section
and
inserting
in
lieu
thereof
the
following:
25
524.536
Shareholders’
voting
list
for
meeting.
26
1.
The
officer
or
agent
having
charge
of
the
stock
transfer
27
books
for
shares
of
a
state
bank
shall,
at
least
ten
days
28
before
each
meeting
of
shareholders,
prepare
a
complete
29
alphabetical
list
of
the
names
of
all
its
shareholders
who
30
are
entitled
to
vote
at
the
meeting
or
any
adjournment
of
the
31
meeting.
The
list
shall
be
arranged
by
voting
group
and
within
32
each
voting
group
by
class
or
series
of
shares,
and
show
the
33
address
of
and
the
number
of
shares
held
by
each
shareholder.
34
Nothing
contained
in
this
subsection
shall
require
the
state
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bank
to
include
on
such
list
the
electronic
mail
address
or
1
other
electronic
contact
information
of
a
shareholder.
2
2.
a.
The
shareholders’
list
shall
be
available
for
3
inspection
by
any
shareholder
beginning
ten
days
before
the
4
meeting
and
continuing
through
the
meeting.
The
shareholders’
5
list
shall
be
made
available
in
at
least
one
of
the
following
6
locations:
7
(1)
The
state
bank’s
principal
place
of
business.
8
(2)
A
reasonably
accessible
electronic
network,
provided
9
that
the
information
required
to
gain
access
to
the
list
is
10
provided
with
the
notice
of
the
meeting.
In
the
event
that
11
the
state
bank
determines
to
make
the
list
available
on
an
12
electronic
network,
the
state
bank
shall
take
reasonable
13
steps
to
ensure
that
such
information
is
available
only
to
14
shareholders
of
the
state
bank.
15
b.
A
shareholder,
or
the
shareholder’s
agent
or
attorney,
16
is
entitled
on
written
demand
to
inspect
the
list
at
any
time
17
during
usual
business
hours
and
at
the
shareholders’
expense,
18
during
the
period
it
is
available
for
inspection.
19
3.
The
list
of
shareholders
shall
also
be
produced
and
20
kept
open
at
the
time
and
place
of
the
meeting
and
is
subject
21
to
the
inspection
of
a
shareholder,
or
a
shareholder’s
agent
22
or
attorney,
during
the
entire
duration
of
the
meeting.
The
23
original
stock
transfer
books
are
prima
facie
evidence
as
to
24
which
shareholders
are
entitled
to
examine
the
list
or
transfer
25
books
or
to
vote
at
a
meeting
of
shareholders.
26
4.
Failure
to
comply
with
the
requirements
of
this
section
27
shall
not
affect
the
validity
of
action
taken
at
a
meeting
of
28
shareholders.
29
Sec.
52.
Section
524.537,
Code
2021,
is
amended
by
adding
30
the
following
new
subsection:
31
NEW
SUBSECTION
.
3.
If
a
quorum
is
present,
the
affirmative
32
vote
of
the
majority
of
the
shares
represented
at
the
meeting
33
and
entitled
to
vote
on
the
subject
matter
shall
be
the
act
of
34
the
shareholders,
unless
the
vote
of
a
greater
number
or
voting
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by
classes
is
required
by
the
laws
of
this
state
or
of
the
1
United
States
or
by
the
articles
of
incorporation
or
bylaws.
2
This
requirement
does
not
apply
to
the
election
of
directors
as
3
provided
in
section
524.538,
subsection
4.
4
Sec.
53.
Section
524.538,
subsections
1,
3,
and
5,
Code
5
2021,
are
amended
to
read
as
follows:
6
1.
Each
outstanding
share
of
a
state
bank
shall
be
entitled
7
to
one
vote
on
each
matter
submitted
to
a
vote
at
a
meeting
of
8
shareholders,
except
to
the
extent
that
the
voting
rights
of
9
the
shares
of
a
class
or
series
may
be
limited
or
denied
by
the
10
articles
of
incorporation.
11
3.
A
shareholder
may
vote
either
in
person
or
by
proxy
12
executed
in
writing
by
the
shareholder
or
by
the
shareholder’s
13
duly
authorized
attorney
in
fact
attorney-in-fact
.
A
proxy
14
shall
not
be
valid
after
eleven
months
from
the
date
of
its
15
execution.
16
5.
In
an
election
of
directors,
a
state
bank
shall
not
17
vote
its
own
shares
held
by
it
as
sole
trustee
unless
under
18
the
terms
of
the
trust
the
manner
in
which
such
shares
shall
19
be
voted
may
be
determined
by
a
donor
or
beneficiary
of
the
20
trust
and
unless
such
donor
or
beneficiary
actually
directs
21
how
the
shares
shall
be
voted.
However,
shares
held
in
trust
22
by
a
state
bank
pursuant
to
an
instrument
in
effect
prior
to
23
January
1,
1970,
under
the
terms
of
which
the
manner
in
which
24
such
shares
shall
be
voted
could
not
be
determined
by
a
donor
25
or
beneficiary
of
the
trust,
may
be
voted
in
an
election
of
26
directors
of
a
state
bank
upon
petition
filed
by
the
state
27
bank,
to
a
court
of
competent
jurisdiction,
and
the
appointment
28
by
such
court
of
an
individual
to
determine
the
manner
in
which
29
the
shares
shall
be
voted.
When
the
shares
of
a
state
bank
are
30
held
by
such
state
bank
and
one
or
more
persons
as
trustees,
31
the
shares
may
be
voted
by
such
other
person
or
persons
as
32
trustees,
in
the
same
manner
as
if
the
person
or
persons
were
33
the
sole
trustee.
Whenever
shares
cannot
be
voted
by
reason
34
of
being
held
by
a
state
bank
as
sole
trustee,
the
shares
shall
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be
excluded
in
determining
whether
matters
voted
upon
by
the
1
shareholders
were
adopted
by
the
requisite
number
of
shares.
2
Sec.
54.
Section
524.538A,
Code
2021,
is
amended
to
read
as
3
follows:
4
524.538A
Voting
by
member
of
mutual
corporation.
5
All
holders
of
savings,
demand,
or
other
authorized
6
accounts
of
a
state
bank
incorporated
as
or
converted
to
be
7
a
mutual
corporation
are
members
of
the
state
bank.
In
the
8
consideration
of
all
questions
requiring
action
by
the
members
9
of
the
state
bank,
each
holder
of
an
account
shall
be
permitted
10
to
cast
one
vote
for
each
one
hundred
dollars,
or
fraction
11
thereof,
of
the
withdrawal
value
of
the
member’s
account.
No
12
member,
however,
shall
cast
more
than
one
thousand
member
13
votes.
All
accounts
shall
be
nonassessable.
14
Sec.
55.
Section
524.544,
subsection
1,
Code
2021,
is
15
amended
to
read
as
follows:
16
1.
Whenever
any
person
proposes
to
purchase
or
otherwise
17
acquire
directly
or
indirectly
any
of
the
outstanding
shares
18
of
a
state
bank,
and
the
proposed
purchase
or
acquisition
19
would
result
in
control
or
in
a
change
in
control
of
the
20
state
bank,
the
person
proposing
to
purchase
or
acquire
the
21
shares
shall
first
apply
in
writing
to
the
superintendent
22
for
a
certificate
of
approval
for
the
proposed
change
of
23
control.
The
superintendent
shall
grant
the
certificate
if
24
the
superintendent
is
satisfied
that
the
person
who
proposes
25
to
obtain
control
of
the
state
bank
is
qualified
by
character,
26
experience
,
and
financial
responsibility
to
control
and
27
operate
the
state
bank
in
a
sound
and
legal
manner,
and
that
28
the
interests
of
the
depositors,
creditors
,
and
shareholders
29
of
the
state
bank,
and
of
the
public
generally,
will
not
be
30
jeopardized
by
the
proposed
change
of
control.
A
person
31
which
will
become
a
bank
holding
company
upon
completion
of
32
an
acquisition
shall
make
application
to
the
superintendent
33
for
a
certificate
of
approval
as
provided
in
this
section
.
34
Any
other
bank
holding
company
shall
comply
with
section
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524.1804
in
lieu
of
seeking
a
certificate
of
approval
under
1
this
section
.
In
any
situation
where
the
president
or
cashier
2
of
a
state
bank
has
reason
to
believe
any
of
the
foregoing
3
requirements
have
not
been
complied
with,
it
shall
be
the
duty
4
of
the
president
or
cashier
to
promptly
report
in
writing
such
5
facts
to
the
superintendent
upon
obtaining
knowledge
thereof.
6
As
used
in
this
section
,
the
term
“control”
means
the
power,
7
directly
or
indirectly,
to
elect
the
board
of
directors.
If
8
there
is
any
doubt
as
to
whether
a
change
in
the
ownership
9
of
the
outstanding
shares
is
sufficient
to
result
in
control
10
thereof,
or
to
effect
a
change
in
the
control
thereof,
such
11
doubt
shall
be
resolved
in
favor
of
reporting
the
facts
to
the
12
superintendent.
13
Sec.
56.
Section
524.544,
Code
2021,
is
amended
by
adding
14
the
following
new
subsection:
15
NEW
SUBSECTION
.
1A.
As
used
in
this
section,
the
term
16
“control”
means
owning,
controlling,
or
having
the
power
to
vote
17
twenty-five
percent
or
more
of
any
class
of
voting
securities
18
of
a
state
bank
or
having
the
power,
directly
or
indirectly,
19
to
elect
the
board
of
directors.
If
there
is
any
doubt
as
to
20
whether
a
change
in
the
ownership
of
the
outstanding
shares
is
21
sufficient
to
result
in
control
thereof,
or
to
effect
a
change
22
in
the
control
thereof,
such
doubt
shall
be
resolved
in
favor
23
of
reporting
the
facts
to
the
superintendent.
24
Sec.
57.
Section
524.544,
subsection
2,
Code
2021,
is
25
amended
by
striking
the
subsection.
26
Sec.
58.
Section
524.604,
subsection
1,
paragraph
d,
Code
27
2021,
is
amended
to
read
as
follows:
28
d.
Review
of
the
adequacy
of
the
state
bank’s
internal
29
controls
and
determination
of
the
most
appropriate
method
30
to
satisfy
the
state
bank’s
audit
needs
pursuant
to
section
31
524.608
.
32
Sec.
59.
Section
524.604,
subsection
2,
Code
2021,
is
33
amended
to
read
as
follows:
34
2.
Directors
of
a
state
bank
shall
discharge
the
duties
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of
their
position
in
good
faith
and
with
that
diligence,
care
1
and
skill
which
ordinarily
prudent
persons
would
exercise
2
under
similar
circumstances
in
like
positions.
The
directors
3
shall
have
a
continuing
responsibility
to
assure
themselves
4
that
the
state
bank
is
being
managed
according
to
law
and
that
5
the
practices
and
policies
adopted
by
the
board
are
being
6
implemented.
7
Sec.
60.
Section
524.605,
subsection
1,
paragraph
a,
Code
8
2021,
is
amended
to
read
as
follows:
9
a.
Directors
of
a
state
bank
who
vote
for
or
assent
to
10
the
declaration
of
any
dividend
or
other
distribution
of
the
11
assets
of
a
state
bank
to
its
shareholders
in
willful
or
12
negligent
violation
of
the
provisions
of
this
chapter
,
or
of
13
any
restrictions
contained
in
the
articles
of
incorporation,
14
or
of
any
order
by
the
superintendent
restricting
the
payment
15
of
dividends
or
other
distribution
of
assets,
shall
be
jointly
16
and
severally
liable
to
the
state
bank
for
the
amount
of
such
17
dividend
which
is
paid
or
the
value
of
such
assets
which
18
are
distributed
in
excess
of
the
amount
of
such
dividend
or
19
distribution
which
could
have
been
paid
or
distributed
without
20
a
violation
of
the
provisions
of
this
chapter
,
or
of
the
21
restrictions
in
the
articles
of
incorporation
,
or
of
any
order
22
by
the
superintendent
restricting
the
payment
of
dividends
or
23
other
distribution
of
assets
.
24
Sec.
61.
Section
524.606,
subsection
2,
paragraph
a,
Code
25
2021,
is
amended
to
read
as
follows:
26
a.
If,
in
the
opinion
of
the
superintendent,
any
director
27
of
a
state
bank
or
bank
holding
company
has
violated
any
28
law
relating
to
such
state
bank
or
bank
holding
company
,
or
29
has
engaged
in
unsafe
or
unsound
practices
in
conducting
the
30
business
of
such
state
bank
or
bank
holding
company,
or
has
31
caused
such
state
bank
or
bank
holding
company
to
violate
any
32
provision
of
this
chapter
or
any
other
law
relating
to
banks
33
or
banking,
the
superintendent
may
cause
notice
to
be
served
34
upon
such
director,
to
appear
before
the
superintendent
to
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show
cause
why
the
director
should
not
be
removed
from
office.
1
A
copy
of
such
notice
shall
be
sent
to
each
director
of
the
2
state
bank
or
bank
holding
company
affected,
by
registered
or
3
certified
mail.
If,
after
granting
the
accused
director
a
4
reasonable
opportunity
to
be
heard,
the
superintendent
finds
5
that
the
director
violated
any
law
relating
to
such
state
6
bank
or
bank
holding
company
,
or
engaged
in
unsafe
or
unsound
7
practices
in
conducting
the
business
of
such
state
bank
or
bank
8
holding
company,
or
has
caused
such
state
bank
or
bank
holding
9
company
to
violate
any
provision
of
this
chapter
or
any
other
10
law
relating
to
banks
or
banking,
the
superintendent,
in
the
11
superintendent’s
discretion,
may
order
that
such
director
be
12
removed
from
office,
and
that
such
director
be
prohibited
from
13
serving
in
any
capacity
in
any
other
state
bank,
bank
holding
14
company,
bank
affiliate,
trust
company,
or
an
entity
licensed
15
under
chapter
533A
,
533C
,
533D
,
535B
,
536
,
or
536A
.
A
copy
16
of
the
order
shall
be
served
upon
such
director
and
upon
the
17
state
bank
or
bank
holding
company
of
which
the
person
is
a
18
director
at
which
time
the
person
shall
cease
to
be
a
director
19
of
the
state
bank
or
bank
holding
company.
The
resignation,
20
termination
of
employment,
or
separation
of
such
director,
21
including
a
separation
caused
by
the
closing
of
the
state
22
bank
or
bank
holding
company
at
which
the
person
serves
as
a
23
director,
does
not
affect
the
jurisdiction
and
authority
of
the
24
superintendent
to
cause
notice
to
be
served
and
proceed
under
25
this
subsection
against
the
director,
if
the
notice
is
served
26
before
the
end
of
the
six-year
period
beginning
on
the
date
the
27
director
ceases
to
be
a
director
with
the
state
bank.
28
Sec.
62.
Section
524.607,
subsections
1
and
2,
Code
2021,
29
are
amended
to
read
as
follows:
30
1.
The
board
of
directors
shall
hold
at
least
nine
regular
31
meetings
each
calendar
year.
No
more
than
one
regular
meeting
32
shall
be
held
in
any
one
calendar
month.
Unless
the
articles
33
of
incorporation
or
bylaws
provide
otherwise,
any
director
may
34
participate
in
any
meeting
of
the
board
of
directors
may
permit
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directors
to
participate
in
meetings
through
the
use
of
any
1
means
of
communication
by
which
all
directors
participating
2
may
simultaneously
hear
each
other
during
the
meeting.
A
3
director
participating
in
a
meeting
by
this
means
is
deemed
to
4
be
present
at
the
meeting.
5
2.
A
special
meeting
may
be
called
by
any
executive
officer
6
or
a
director.
Notice
of
a
meeting
shall
be
given
to
each
7
director,
either
personally
or
by
mail,
at
least
two
days
in
8
advance
of
the
meeting.
Notice
of
a
regular
meeting
shall
9
not
be
required
if
the
articles
of
incorporation,
bylaws,
or
10
a
resolution
of
the
board
of
directors
provide
for
a
regular
11
monthly
meeting
date.
As
used
in
this
section,
the
term
12
“notice”
means
as
defined
in
section
490.141.
13
Sec.
63.
Section
524.607,
Code
2021,
is
amended
by
adding
14
the
following
new
subsection:
15
NEW
SUBSECTION
.
2A.
A
director
may
waive
any
notice
16
required
by
this
chapter,
the
articles
of
incorporation,
or
the
17
bylaws
before
or
after
the
date
and
time
stated
in
the
notice.
18
Except
as
provided
in
subsection
3,
the
waiver
must
be
in
19
writing,
signed
by
the
director
entitled
to
the
notice,
whether
20
before
or
after
the
time
stated
in
the
notice,
and
delivered
to
21
the
state
bank
for
filing
by
the
state
bank
with
the
minutes
or
22
corporate
records.
23
Sec.
64.
Section
524.607,
subsection
3,
Code
2021,
is
24
amended
by
striking
the
subsection
and
inserting
in
lieu
25
thereof
the
following:
26
3.
A
director’s
attendance
at
or
participation
in
a
meeting
27
waives
any
required
notice
to
the
director
of
such
meeting
28
unless
all
of
the
following
apply:
29
a.
The
director
at
the
beginning
of
the
meeting,
or
promptly
30
upon
arrival,
objects
to
holding
the
meeting
or
transacting
31
business
at
the
meeting
because
the
meeting
is
not
lawfully
32
called
or
convened.
33
b.
The
director
does
not,
after
objecting,
vote
for
or
34
assent
to
action
taken
at
the
meeting.
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Sec.
65.
Section
524.607,
subsection
4,
Code
2021,
is
1
amended
by
striking
the
subsection.
2
Sec.
66.
Section
524.607A,
subsection
1,
Code
2021,
is
3
amended
to
read
as
follows:
4
1.
Unless
the
articles
of
incorporation
or
bylaws
provide
5
otherwise,
action
required
or
permitted
to
be
taken
under
this
6
chapter
at
a
board
of
directors’
meeting
may
be
taken
without
7
a
meeting
if
the
action
is
consented
to
by
all
members
of
the
8
board.
The
action
must
be
evidenced
by
one
or
more
written
9
consents
describing
the
action
taken,
signed
by
each
director,
10
and
included
in
the
minutes
or
filed
with
the
corporate
records
11
reflecting
the
action
taken.
A
director
may
evidence
the
12
consent
required
by
this
subsection
by
sending
a
message
by
13
electronic
mail
that
expressly
indicates
the
director’s
consent
14
to
the
proposed
action.
15
Sec.
67.
Section
524.608,
Code
2021,
is
amended
to
read
as
16
follows:
17
524.608
Auditing
procedures.
18
1.
In
addition
to
any
examination
made
by
the
banking
19
division
or
other
supervisory
agency,
the
board
of
directors
20
shall
review
the
adequacy
of
the
state
bank’s
internal
controls
21
and
cause
to
be
made
no
less
frequently
than
once
each
calendar
22
year
additional
auditing
procedures
that
the
board
deems
to
23
be
appropriate.
The
board
shall
determine
the
state
bank’s
24
audit
needs
and
record
in
the
board’s
minutes
the
extent
to
25
which
audit
procedures
are
to
be
employed.
A
report
which
26
summarizes
significant
audit
findings
shall
be
delivered
to
the
27
superintendent
as
soon
as
practical
upon
completion.
28
2.
The
superintendent
may
require
that
more
comprehensive
29
auditing
procedures
be
applied
to
a
state
bank’s
account
30
records
when
deemed
necessary.
These
auditing
procedures
31
may
range
from
limited
scope
agreed-upon
procedures
to
an
32
unqualified
audit
opinion.
33
Sec.
68.
Section
524.610,
subsection
1,
Code
2021,
is
34
amended
to
read
as
follows:
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1.
The
shareholders
of
a
state
bank
shall
fix
the
1
reasonable
compensation
of
directors
for
their
services
as
2
members
of
the
board
of
directors.
Subject
to
approval
by
3
the
shareholders
at
an
annual
or
special
meeting
called
for
4
that
purpose,
the
shareholders
of
a
state
bank
may
adopt
a
5
pension
or
profit-sharing
plan,
or
both,
or
other
plan
of
6
deferred
compensation
for
directors,
to
which
a
state
bank
may
7
contribute.
Changes
to
such
a
pension
or
profit-sharing
plan
8
or
other
plan
of
deferred
compensation,
other
than
changes
9
that
affect
eligibility
requirements
for
directors
under
the
10
plan,
benefits
provided
to
directors
pursuant
to
the
plan,
and
11
contributions
required
by
the
state
bank
or
directors
under
12
the
plan,
may
be
adopted
by
the
board
of
directors
without
13
shareholder
approval.
14
Sec.
69.
Section
524.611,
subsection
2,
Code
2021,
is
15
amended
to
read
as
follows:
16
2.
The
oath
shall
be
signed
by
the
director,
acknowledged
17
before
an
officer
individual
authorized
to
take
acknowledgments
18
of
deeds
perform
notarial
acts
,
and
delivered
to
the
19
superintendent.
20
Sec.
70.
Section
524.703,
subsection
2,
Code
2021,
is
21
amended
to
read
as
follows:
22
2.
Subject
to
approval
by
the
shareholders
at
an
annual
or
23
special
meeting
called
for
the
purpose,
the
board
of
directors
24
of
a
state
bank
may
adopt
a
pension
or
profit-sharing
plan,
25
or
both,
or
other
plan
of
deferred
compensation,
for
both
26
officers
and
employees,
to
which
the
state
bank
may
contribute.
27
Changes
to
such
a
pension
or
profit-sharing
plan
or
other
28
plan
of
deferred
compensation,
other
than
changes
that
affect
29
eligibility
requirements
for
officers
and
employees
under
the
30
plan,
benefits
provided
to
officers
and
employees
pursuant
to
31
the
plan,
and
contributions
required
by
state
banks,
officers,
32
or
employees
under
the
plan,
may
be
adopted
by
the
board
of
33
directors
without
shareholder
approval.
34
Sec.
71.
Section
524.707,
subsection
2,
Code
2021,
is
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amended
to
read
as
follows:
1
2.
Section
524.606,
subsection
2
,
which
provides
for
the
2
removal
of
directors
by
the
superintendent,
shall
have
equal
3
application
to
officers
and
employees
of
a
state
bank,
bank
4
holding
company,
bank
affiliate,
or
trust
company.
5
Sec.
72.
Section
524.802,
subsections
9,
11,
and
13,
Code
6
2021,
are
amended
to
read
as
follows:
7
9.
Acquire
and
hold
shares
of
stock
in
the
appropriate
8
federal
home
loan
bank
and
to
exercise
all
powers
conferred
9
on
member
banks
of
the
federal
home
loan
bank
system
that
are
10
not
inconsistent
with
this
chapter
.
A
purchase
of
federal
11
home
loan
bank
shares
which
causes
the
state
bank’s
holdings
12
to
exceed
fifteen
percent
of
aggregate
capital
,
including
13
where
the
ownership
of
shares
exceeding
fifteen
percent
of
14
the
state
bank’s
aggregate
capital
is
needed
to
support
the
15
state
bank’s
participation
in
the
federal
home
loan
bank’s
16
acquired
member
assets
program
provided
for
in
12
C.F.R.
pt.
17
955,
requires
the
prior
approval
of
the
superintendent.
In
18
addition,
a
state
bank
may
own
federal
home
loan
bank
shares
19
in
an
amount
exceeding
fifteen
percent
of
the
state
bank’s
20
aggregate
capital,
but
not
exceeding
twenty-five
percent
of
21
the
state
bank’s
aggregate
capital,
if
the
ownership
of
shares
22
exceeding
fifteen
percent
is
needed
to
support
the
state
bank’s
23
participation
in
the
federal
home
loan
bank’s
acquired
member
24
assets
program
as
provided
for
in
12
C.F.R.
pt.
955
.
25
11.
Become
Subject
to
section
524.109,
subsection
2,
become
26
a
member
of
a
bankers’
bank.
27
13.
Acquire,
hold,
and
improve
real
estate
for
the
sole
28
purpose
of
economic
or
community
development,
provided
that
29
the
state
bank’s
aggregate
investment
in
all
acquisitions
and
30
improvements
of
real
estate
under
this
subsection
shall
not
31
exceed
fifteen
percent
of
a
state
bank’s
aggregate
capital
and
32
shall
be
subject
to
the
prior
approval
of
the
superintendent
,
33
the
state
bank
provides
the
superintendent
with
thirty
days’
34
prior
written
notice
of
its
intention
to
acquire,
hold,
and
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improve
the
real
estate,
and
the
superintendent
does
not
object
1
to
the
state
bank’s
proposed
plan
within
thirty
days
.
For
2
purposes
of
this
section,
the
term
“community
development”
3
includes
public
welfare
investments
as
defined
in
section
4
524.901,
subsection
7,
paragraph
“a”
,
and
other
investments
as
5
permitted
under
12
U.S.C.
§24
and
its
implementing
regulations.
6
Sec.
73.
NEW
SECTION
.
524.802A
Electronic
activities
of
7
state
bank.
8
1.
A
state
bank
may
conduct
in
electronic
form
any
9
activities
that
are
expressly
authorized
for
state
banks
under
10
any
provision
of
this
chapter,
including
in
sections
524.801,
11
524.802,
and
524.804,
and
activities
that
are
the
functional
12
equivalent
of
any
activities
expressly
authorized
for
state
13
banks
under
this
chapter.
A
state
bank
may
perform,
provide,
14
or
deliver
through
electronic
means
any
activity,
function,
15
product,
or
service
it
is
authorized
to
perform
by
any
16
provision
of
this
chapter
and
must
comply
with
all
applicable
17
laws
and
regulations.
18
2.
Subject
to
the
prior
approval
of
the
superintendent,
19
a
state
bank
may,
beginning
on
July
1,
2021,
engage
in
new
20
or
innovative
electronic
activities
that
are
part
of
the
21
business
of
banking.
When
determining
whether
a
state
bank
is
22
authorized
to
engage
in
a
new
or
innovative
electronic
activity
23
that
is
not
traditionally
offered
by
banks
via
electronic
24
means,
the
superintendent
shall
consider
whether
the
activity
25
is
expressly
authorized
for
state
banks
under
this
chapter,
26
whether
the
activity
is
the
functional
equivalent
of
any
27
activity
authorized
for
state
banks,
whether
the
activity
28
is
a
logical
extension
of
any
activity
authorized
for
state
29
banks,
whether
the
state
bank
has
the
expertise
necessary
to
30
understand
and
manage
the
activity,
and
whether
the
activity
31
presents
risks
similar
to
those
state
banks
already
assume.
32
3.
A
state
bank
that
engages
in
any
new
or
innovative
33
electronic
activities
must
conduct
these
activities
in
a
34
safe
and
sound
manner
and
must
maintain
adequate
systems
to
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identify,
measure,
monitor,
and
control
the
risks
associated
1
with
its
electronic
activities.
These
systems
must
include
2
policies,
procedures,
internal
controls,
and
management
3
information
systems
governing
the
electronic
activities
of
4
the
state
bank
and
may
be
tailored
to
the
specific
risks
5
presented
by
the
electronic
activities
of
the
state
bank.
A
6
state
bank
engaging
in
new
or
innovative
electronic
activities
7
must
also
maintain
adequate
and
effective
information
security
8
infrastructure
and
controls.
9
4.
The
superintendent
may
adopt
rules
pursuant
to
chapter
10
17A
to
implement
the
provisions
of
this
section,
including
11
but
not
limited
to
application
procedures,
identifying
the
12
systems,
processes,
and
technologies
a
state
bank
must
maintain
13
in
order
to
engage
in
certain
new
or
innovative
electronic
14
activities,
and
determining
that
additional
new
or
innovative
15
electronic
activities
are
authorized
for
state
banks
without
16
prior
approval.
17
Sec.
74.
Section
524.803,
subsection
3,
Code
2021,
is
18
amended
to
read
as
follows:
19
3.
Any
real
property
which
is
held
by
a
state
bank
pursuant
20
to
this
section
and
which
it
ceases
to
use
for
banking
21
purposes,
or
is
acquired
for
future
use
but
not
used
within
22
a
reasonable
period
of
time
five
years
after
title
is
vested
23
in
the
state
bank
,
shall
be
sold
or
disposed
of
by
the
state
24
bank
as
directed
by
the
superintendent.
This
deadline
may
be
25
extended
up
to
an
additional
five
years
with
prior
approval
of
26
the
superintendent,
but
in
no
event
may
a
state
bank
hold
the
27
property
for
more
than
ten
years.
28
Sec.
75.
Section
524.810A,
subsection
1,
unnumbered
29
paragraph
1,
Code
2021,
is
amended
to
read
as
follows:
30
A
bank
shall
permit
a
person
named
in
and
authorized
by
a
31
court
order
to
open,
examine,
and
remove
the
contents
of
a
safe
32
deposit
box
located
at
the
bank.
If
a
court
order
has
not
been
33
delivered
to
the
bank,
the
following
persons
may
access
and
34
remove
any
or
all
contents
of
a
safe
deposit
box
located
at
a
35
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state
bank
which
box
is
described
in
an
ownership
or
rental
1
agreement
or
lease
between
the
state
bank
and
a
deceased
owner
2
or
lessee:
3
Sec.
76.
Section
524.812,
subsection
3,
Code
2021,
is
4
amended
to
read
as
follows:
5
3.
If
the
contents
are
not
claimed
within
two
years
after
6
their
removal
from
the
safe
deposit
box,
the
state
bank
may
7
proceed
to
sell
so
much
of
the
contents
as
is
necessary
to
8
pay
the
past
due
rentals
and
the
expense
incurred
in
opening
9
the
safe
deposit
box,
replacement
of
the
locks
thereon
and
10
the
sale
of
the
contents.
The
sale
shall
be
held
at
the
time
11
and
place
specified
in
a
notice
published
prior
to
the
sale
12
once
each
week
for
two
successive
weeks
in
a
newspaper
of
13
general
circulation
published
in
the
municipal
corporation
or
14
unincorporated
area
in
which
the
state
bank
has
its
principal
15
place
of
business,
or
if
there
is
none,
a
newspaper
of
general
16
circulation
published
in
the
county,
or
in
a
county
adjoining
17
the
county,
in
which
the
state
bank
has
its
principal
place
of
18
business.
The
state
bank
shall
also
post
this
notice
on
the
19
state
bank’s
internet
site
for
at
least
two
weeks
prior
to
the
20
sale.
A
copy
of
the
notice
so
published
shall
be
mailed
to
the
21
customer
at
the
customer’s
last
known
address
as
shown
upon
the
22
records
of
the
state
bank.
The
notice
shall
contain
the
name
23
of
the
customer
and
need
only
describe
the
contents
of
the
safe
24
deposit
box
in
general
terms.
The
contents
of
any
number
of
25
safe
deposit
boxes
may
be
sold
under
one
notice
of
sale
and
the
26
cost
thereof
apportioned
ratably
among
the
several
safe
deposit
27
box
customers
involved.
At
the
time
and
place
designated
28
in
said
notice
the
contents
taken
from
each
respective
safe
29
deposit
box
shall
be
sold
separately
to
the
highest
bidder
for
30
cash
and
the
proceeds
of
each
sale
applied
to
the
rentals
and
31
expenses
due
to
the
state
bank
and
the
residue
from
any
such
32
sale
shall
be
held
by
the
state
bank
for
the
account
of
the
33
customer
or
customers.
Any
amount
so
held
as
proceeds
from
34
such
sale
shall
be
credited
with
interest
at
the
customary
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annual
rate
for
savings
accounts
at
said
state
bank,
or
in
lieu
1
thereof,
at
the
customary
rate
of
interest
in
the
community
2
where
such
proceeds
are
held.
The
crediting
of
interest
shall
3
not
activate
said
account
to
avoid
an
abandonment
as
unclaimed
4
property
under
chapter
556
.
5
Sec.
77.
Section
524.816,
Code
2021,
is
amended
by
striking
6
the
section
and
inserting
in
lieu
thereof
the
following:
7
524.816
Deposit
account
insurance.
8
A
state
bank
organized
under
this
chapter
shall
be
an
9
insured
bank
and
shall
acquire
and
maintain
insurance
from
the
10
federal
deposit
insurance
corporation,
or
its
successor,
to
11
protect
each
depositor
against
loss
of
funds
held
on
account
12
by
the
state
bank
to
the
extent
the
federal
deposit
insurance
13
corporation
insures
such
deposits.
14
Sec.
78.
Section
524.819,
Code
2021,
is
amended
to
read
as
15
follows:
16
524.819
Clearing
checks
at
par.
17
Checks
drawn
on
a
state
bank
shall
be
cleared
at
par
by
the
18
state
bank
on
which
they
are
drawn.
This
section
shall
not
be
19
applicable
where
checks
are
received
by
a
state
bank
as
special
20
collection
items.
21
Sec.
79.
Section
524.821,
Code
2021,
is
amended
to
read
as
22
follows:
23
524.821
Electronic
transmission
of
funds
——
restrictions.
24
1.
A
state
bank
may
engage
in
any
transaction
incidental
25
to
the
conduct
of
the
business
of
banking
and
otherwise
26
permitted
by
applicable
law,
by
means
of
either
the
direct
27
transmission
of
electronic
impulses
to
or
from
customers
and
28
banks
or
the
recording
of
electronic
impulses
or
other
indicia
29
of
a
transaction
for
delayed
transmission
to
a
bank.
Subject
30
to
the
provisions
of
chapter
527
,
except
as
preempted
by
31
other
applicable
law,
a
state
bank
may
utilize,
establish
,
or
32
operate,
alone
or
with
one
or
more
other
banks,
federal
savings
33
and
loan
associations
incorporated
under
federal
law
,
credit
34
unions
incorporated
under
the
provisions
of
chapter
533
or
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federal
law,
corporations
licensed
under
chapter
536A
,
or
third
1
parties,
the
satellite
terminals
permitted
under
chapter
527
,
2
by
means
of
which
customers
and
banks
may
transmit
and
receive
3
electronic
impulses
constituting
transactions
pursuant
to
this
4
section
.
However,
except
as
preempted
by
other
applicable
5
law,
such
utilization,
establishment,
or
operation
shall
be
6
lawful
only
when
in
compliance
with
chapter
527
.
Nothing
in
7
this
section
shall
be
construed
as
authority
for
any
person
to
8
engage
in
transactions
not
otherwise
permitted
by
applicable
9
law,
nor
shall
anything
in
this
section
be
deemed
to
repeal,
10
replace
or
in
any
other
way
affect
any
applicable
law
or
rule
11
regarding
the
maintenance
of
or
access
to
financial
information
12
maintained
by
any
bank.
13
2.
A
state
bank
which
offers
its
customers,
or
any
of
them,
14
the
opportunity
to
engage
in
transactions
with
or
through
the
15
state
bank
in
the
manner
authorized
by
subsection
1
shall
not
16
require
a
customer
to
deal
with
or
through
the
state
bank
in
17
that
manner
in
lieu
of
writing
checks
in
the
usual
manner
18
upon
a
conventional
checking
account,
and
shall
not
impose
19
any
extraordinary
charge
upon
customers
who
choose
to
write
20
checks
in
the
usual
manner
upon
a
conventional
checking
account
21
maintained
at
that
state
bank.
The
term
“extraordinary
charge”
,
22
as
used
in
this
subsection
,
is
a
charge
in
excess
of
a
fair
and
23
reasonable
charge,
based
upon
the
costs
to
the
state
bank
of
24
providing
and
maintaining
checking
account
services.
25
Sec.
80.
Section
524.901,
subsection
7,
paragraph
a,
26
subparagraph
(2),
Code
2021,
is
amended
to
read
as
follows:
27
(2)
Community
development
corporations
or
community
28
development
projects
Public
welfare
investments
to
the
same
29
extent
a
national
bank
may
invest
in
such
corporations
or
30
projects
pursuant
to
12
U.S.C.
§24
and
its
implementing
31
regulations
.
32
Sec.
81.
Section
524.901,
subsection
7,
paragraph
a,
33
subparagraph
(3),
Code
2021,
is
amended
by
striking
the
34
subparagraph.
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Sec.
82.
Section
524.901,
subsection
7,
paragraph
c,
Code
1
2021,
is
amended
by
adding
the
following
new
subparagraph:
2
NEW
SUBPARAGRAPH
.
(02)
The
term
“public
welfare
3
investment”
means
an
investment
that
primarily
benefits
low
4
and
moderate-income
individuals,
low
and
moderate-income
5
areas,
or
other
areas
targeted
by
a
governmental
entity
for
6
redevelopment.
“Public
welfare
investment”
includes
investments
7
that
primarily
support
any
of
the
types
of
activities
8
identified
in
12
C.F.R.
§24.6.
“Public
welfare
investment”
9
includes
an
investment
that
would
receive
consideration
under
10
12
C.F.R.
pt.
25
as
a
qualified
investment.
“Public
welfare
11
investment”
includes
an
investment
in
any
of
the
following
12
areas:
13
(a)
A
targeted
service
area
as
defined
in
section
8B.1,
14
subsection
13.
15
(b)
A
small
city
as
defined
in
section
15.352,
subsection
16
10.
17
(c)
An
area
of
the
state
that
is
not
part
of
a
federally
18
designated
standard
metropolitan
statistical
area.
19
Sec.
83.
Section
524.901,
subsection
8,
Code
2021,
is
20
amended
to
read
as
follows:
21
8.
A
state
bank,
in
the
exercise
of
the
powers
granted
in
22
this
chapter
,
may
purchase
cash
value
life
insurance
contracts
23
which
may
include
provisions
for
the
lump
sum
payment
of
24
premiums
and
which
may
include
insurance
against
the
loss
of
25
the
lump
sum
payment.
State
banks
may
only
purchase
cash
26
value
life
insurance
contracts
if
the
contract
is
tied
to
an
27
employee
benefit
the
state
bank
is
obligated
to
pay.
The
cash
28
value
life
insurance
contracts
,
together
with
the
investment
in
29
annuity
contracts
authorized
in
subsection
8A,
purchased
from
30
any
one
company
shall
not
exceed
fifteen
percent
of
aggregate
31
capital
of
the
state
bank,
and
in
the
aggregate
from
all
32
companies,
together
with
the
investment
in
annuity
contracts
33
authorized
in
subsection
8A,
shall
not
exceed
twenty-five
34
percent
of
aggregate
capital
of
the
state
bank
unless
the
state
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bank
has
obtained
the
approval
of
the
superintendent
prior
1
to
the
purchase
of
any
cash
value
life
insurance
contract
in
2
excess
of
this
limitation.
Purchase
and
sale
of
such
contracts
3
shall
be
conducted
in
accordance
with
safe
and
sound
banking
4
practices.
5
Sec.
84.
Section
524.901,
Code
2021,
is
amended
by
adding
6
the
following
new
subsections:
7
NEW
SUBSECTION
.
8A.
A
state
bank,
in
the
exercise
of
8
the
powers
granted
in
this
chapter,
may
purchase
annuity
9
contracts
so
long
as
the
annuity
contract
is
tied
to
an
10
employee
benefit
the
state
bank
is
obligated
to
pay.
The
11
total
investment
in
annuity
contracts
purchased
from
any
12
one
company,
together
with
the
cash
value
of
life
insurance
13
contracts
authorized
in
subsection
8,
shall
not
exceed
fifteen
14
percent
of
aggregate
capital
of
the
state
bank,
and
in
the
15
aggregate
from
all
companies,
together
with
the
cash
value
of
16
life
insurance
contracts
authorized
in
subsection
8,
shall
not
17
exceed
twenty-five
percent
of
aggregate
capital
of
the
state
18
bank
unless
the
state
bank
has
obtained
the
approval
of
the
19
superintendent
prior
to
the
purchase
of
any
cash
value
life
20
insurance
contract
in
excess
of
this
limitation.
Purchase
and
21
sale
of
such
contracts
shall
be
conducted
in
accordance
with
22
safe
and
sound
banking
practices.
23
NEW
SUBSECTION
.
10.
A
state
bank,
upon
the
approval
of
the
24
superintendent,
may
invest
in
the
shares
or
equity
interests
25
of
any
corporation
or
other
entity
which
develops
or
utilizes
26
new
or
innovative
technologies
that
are
or
may
be
applicable
27
to
the
provision
of
banking
or
other
financial
products
or
28
services,
including
the
covered
services
identified
in
section
29
524.218,
subsection
2.
A
state
bank’s
total
investment
in
30
any
combination
of
shares
or
equity
interests
of
the
entities
31
identified
in
this
paragraph
shall
not
exceed
five
percent
of
32
its
aggregate
capital.
33
Sec.
85.
Section
524.904,
subsection
2,
Code
2021,
is
34
amended
to
read
as
follows:
35
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2.
A
state
bank
may
grant
loans
and
extensions
of
credit
to
1
one
borrower
in
an
amount
not
to
exceed
fifteen
percent
of
the
2
state
bank’s
aggregate
capital
as
defined
in
section
524.103
,
3
unless
the
additional
lending
provisions
provision
described
in
4
subsection
3
or
4
apply
applies
.
5
Sec.
86.
Section
524.904,
subsection
3,
paragraphs
a,
b,
and
6
e,
Code
2021,
are
amended
by
striking
the
paragraphs.
7
Sec.
87.
Section
524.904,
subsection
4,
Code
2021,
is
8
amended
by
striking
the
subsection.
9
Sec.
88.
Section
524.904,
subsection
5,
paragraph
a,
Code
10
2021,
is
amended
to
read
as
follows:
11
a.
A
state
bank
may
grant
loans
and
extensions
of
credit
12
to
a
borrowing
group
in
an
amount
not
to
exceed
twenty-five
13
percent
of
the
state
bank’s
aggregate
capital
if
all
loans
and
14
extensions
of
credit
to
any
one
borrower
within
a
borrowing
15
group
conform
to
subsection
2
or
3
,
and
the
financial
strength,
16
assets,
guarantee,
or
endorsement
of
any
one
borrowing
group
17
member
is
not
relied
upon
as
a
basis
for
loans
and
extensions
18
of
credit
to
any
other
borrowing
group
member.
A
state
bank
19
may
grant
loans
and
extensions
of
credit
to
a
borrowing
group
20
in
an
amount
not
to
exceed
thirty-five
percent
of
aggregate
21
capital
if
all
loans
and
extensions
of
credit
to
any
one
22
borrower
within
a
borrowing
group
conform
to
subsection
2,
23
3,
or
4
,
and
the
financial
strength,
assets,
guarantee,
or
24
endorsement
of
any
one
borrowing
group
member
is
not
relied
25
upon
as
a
basis
for
loans
and
extensions
of
credit
to
any
26
other
borrowing
group
member.
While
not
to
be
construed
as
an
27
endorsement
of
the
quality
of
any
loan
or
extension
of
credit,
28
the
superintendent
may
authorize
a
state
bank
to
grant
loans
29
and
extensions
of
credit
to
a
borrowing
group
in
an
amount
not
30
to
exceed
fifty
percent
of
aggregate
capital
if
all
loans
and
31
extensions
of
credit
to
any
one
borrower
within
a
borrowing
32
group
conform
to
subsection
2
or
3
,
and
the
financial
strength,
33
assets,
guarantee,
or
endorsement
of
any
one
borrowing
group
34
member
is
not
relied
upon
as
a
basis
for
loans
and
extensions
35
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of
credit
to
any
other
borrowing
group
member.
1
Sec.
89.
Section
524.905,
subsections
2
and
3,
Code
2021,
2
are
amended
to
read
as
follows:
3
2.
Protective
payments
——
escrow
accounts.
A
bank
may
4
include
in
the
loan
documents
signed
by
the
borrower
a
5
provision
requiring
the
borrower
to
pay
the
bank
each
month
in
6
addition
to
interest
and
principal
under
the
note
an
amount
7
equal
to
one-twelfth
of
the
estimated
annual
real
estate
8
taxes,
special
assessments,
hazard
insurance
premium,
mortgage
9
insurance
premium,
or
any
other
payment
agreed
to
by
the
10
borrower
and
the
bank
in
order
to
better
secure
the
loan.
The
11
bank
shall
be
deemed
to
be
acting
in
a
fiduciary
capacity
with
12
respect
to
these
funds.
A
bank
receiving
funds
in
escrow
13
pursuant
to
an
escrow
agreement
executed
on
or
after
July
1,
14
1982
in
connection
with
a
loan
as
defined
in
section
535.8,
15
subsection
1
,
shall
may
pay
interest
to
the
borrower
on
those
16
funds
,
calculated
on
a
daily
basis,
at
the
rate
the
bank
pays
17
to
depositors
of
funds
in
ordinary
savings
accounts
.
A
bank
18
which
maintains
an
escrow
account
in
connection
with
any
loan
19
authorized
by
this
section
,
whether
or
not
the
mortgage
has
20
been
assigned
to
a
third
person,
shall
each
year
deliver
to
the
21
mortgagor
a
written
annual
accounting
of
all
transactions
made
22
with
respect
to
the
loan
and
escrow
account.
23
3.
Escrow
reports.
A
state
bank
may
act
as
an
escrow
agent
24
with
respect
to
real
property,
and
may
receive
funds
and
make
25
disbursements
from
escrowed
funds
in
that
capacity.
The
state
26
bank
shall
be
deemed
to
be
acting
in
a
fiduciary
capacity
with
27
respect
to
these
funds.
A
state
bank
which
maintains
such
28
an
escrow
account
relating
to
a
mortgage
,
whether
or
not
the
29
mortgage
has
been
assigned
to
a
third
person,
shall
deliver
30
to
the
mortgagor
a
written
summary
of
all
transactions
made
31
with
respect
to
the
loan
and
escrow
accounts
during
each
32
calendar
escrow
account
computation
year
as
defined
in
12
33
C.F.R.
§1024.17
.
However,
the
mortgagor
and
mortgagee
may,
by
34
mutual
agreement,
select
a
fiscal
year
reporting
period
other
35
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than
the
calendar
year.
The
summary
shall
be
delivered
or
1
mailed
not
later
than
thirty
days
following
the
escrow
account
2
computation
year
to
which
disclosure
relates
and
shall
include
3
the
information
required
for
annual
escrow
account
statements
4
under
12
C.F.R.
§1024.17
.
The
summary
shall
contain
all
of
the
5
following
information:
6
a.
The
name
and
address
of
the
mortgagee.
7
b.
The
name
and
address
of
the
mortgagor.
8
c.
A
summary
of
escrow
account
activity
during
the
year
as
9
follows:
10
(1)
The
balance
of
the
escrow
account
at
the
beginning
of
11
the
year.
12
(2)
The
aggregate
amount
of
deposits
to
the
escrow
account
13
during
the
year.
14
(3)
The
aggregate
amount
of
withdrawals
from
the
escrow
15
account
for
each
of
the
following
categories:
16
(a)
Payments
against
loan
principal.
17
(b)
Payments
against
interest.
18
(c)
Payments
against
real
estate
taxes.
19
(d)
Payments
for
real
property
insurance
premiums.
20
(e)
All
other
withdrawals.
21
(4)
The
balance
of
the
escrow
account
at
the
end
of
the
22
year.
23
d.
A
summary
of
loan
principal
for
the
year
as
follows:
24
(1)
The
amount
of
principal
outstanding
at
the
beginning
of
25
the
year.
26
(2)
The
aggregate
amount
of
payments
against
principal
27
during
the
year.
28
(3)
The
amount
of
principal
outstanding
at
the
end
of
the
29
year.
30
Sec.
90.
Section
524.910,
subsection
2,
Code
2021,
is
31
amended
to
read
as
follows:
32
2.
Real
property
purchased
by
a
state
bank
at
sales
upon
33
foreclosure
of
mortgages
or
deeds
of
trust
owned
by
it,
or
34
acquired
upon
judgments
or
decrees
obtained
or
rendered
for
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debts
due
it,
or
real
property
conveyed
to
it
in
satisfaction
1
of
debts
previously
contracted
in
the
course
of
its
business,
2
or
real
property
obtained
by
it
through
redemption
as
a
3
junior
mortgagee
or
judgment
creditor,
shall
be
sold
or
4
otherwise
disposed
of
by
the
state
bank
within
five
years
5
after
title
is
vested
in
the
state
bank,
unless
the
time
is
6
extended
by
the
superintendent.
This
deadline
may
be
extended
7
up
to
an
additional
five
years
with
prior
approval
of
the
8
superintendent,
but
in
no
event
shall
a
state
bank
hold
such
9
property
for
more
than
ten
years.
10
Sec.
91.
Section
524.1003,
subsection
1,
paragraph
a,
Code
11
2021,
is
amended
to
read
as
follows:
12
a.
If
the
superintendent
at
any
time
concludes
that
a
state
13
bank
authorized
to
act
in
a
fiduciary
capacity
is
managing
its
14
accounts
in
an
unsafe
or
unsound
manner,
or
in
a
manner
in
15
conflict
with
the
provisions
of
this
chapter
,
and
such
state
16
bank
refuses
to
correct
such
practices
upon
following
notice
to
17
do
so,
the
superintendent
may
forthwith
direct
that
the
state
18
bank
cease
to
act
as
a
fiduciary
and
proceed
to
resign
its
19
fiduciary
positions
.
20
Sec.
92.
Section
524.1003,
subsection
1,
paragraph
b,
Code
21
2021,
is
amended
by
striking
the
paragraph
and
inserting
in
22
lieu
thereof
the
following:
23
b.
After
directing
the
state
bank
to
cease
to
act
as
a
24
fiduciary,
the
superintendent
shall
file
a
petition
in
the
25
district
court
of
Polk
county
setting
forth
in
general
terms
26
that
the
state
bank
is
acting
as
fiduciary
with
respect
to
27
certain
property
and
that
it
is
necessary
and
desirable
that
28
successor
fiduciaries
be
appointed
for
such
property.
29
Sec.
93.
Section
524.1003,
subsection
1,
Code
2021,
is
30
amended
by
adding
the
following
new
paragraphs:
31
NEW
PARAGRAPH
.
c.
Following
the
filing
of
a
petition
32
pursuant
to
paragraph
“b”
by
the
superintendent,
the
district
33
court
shall
issue
an
order
requiring
all
persons
interested
34
in
the
state
bank’s
fiduciary
accounts
to
appoint
a
successor
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fiduciary
by
a
specific
date,
acknowledge
the
fiduciary
1
succession
as
described
in
the
will,
trust
instrument,
or
2
other
governing
instrument
of
the
fiduciary
account,
or
show
3
cause
why
the
district
court
should
not
appoint
a
successor
4
fiduciary.
Such
order
may
also
appoint
a
temporary
fiduciary
5
for
the
fiduciary
accounts
held
by
the
state
bank
who
shall
6
be
obligated
to
take
possession
of
the
fiduciary
accounts
7
and
perform
necessary
tax,
investment,
distribution,
asset
8
protection,
and
reporting
obligations
required
of
the
fiduciary
9
accounts
and
perform
necessary
tax,
investment,
distribution,
10
asset
protection,
and
reporting
obligations
required
of
the
11
fiduciary
until
a
permanent
successor
is
appointed.
Neither
12
the
temporary
nor
permanent
successor
fiduciary
shall
be
13
liable
for
the
actions
of
the
state
bank
and
shall
not
be
14
responsible
for
reviewing
the
action
or
inaction
of
the
15
preceding
fiduciary.
The
state
bank’s
liability
for
any
action
16
or
inaction
in
its
former
fiduciary
positions
shall
not
be
17
impacted
by
the
transfer
of
fiduciary
duties
pursuant
to
this
18
section.
The
district
court
may
assess
the
fees
and
costs
of
19
the
temporary
fiduciary
against
the
state
bank.
20
NEW
PARAGRAPH
.
d.
Following
the
appointment
of
a
temporary
21
fiduciary,
the
district
court
shall
enter
an
order
directing
22
the
temporary
fiduciary
to
provide
notice
of
the
petition
23
and
the
order
described
in
this
section,
through
a
means
24
approved
by
the
district
court,
to
all
persons
shown
in
the
25
records
of
the
state
bank
to
have
a
beneficial
interest
in
26
the
fiduciary
accounts
or
entitled
to
notice
or
an
accounting
27
under
the
terms
of
the
will,
trust
instrument,
or
other
28
governing
instrument
of
the
fiduciary
account,
chapter
633,
29
633A,
633B,
or
other
applicable
statute
under
which
the
state
30
bank
has
been
operating
as
a
fiduciary.
The
district
court
31
may
also
order
publication
of
the
notice
for
two
consecutive
32
weeks
in
newspapers
of
general
circulation
in
one
or
more
33
counties
as
prescribed
by
the
district
court,
and
publication
34
on
the
temporary
fiduciary’s
internet
site
for
at
least
twenty
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days,
to
the
extent
the
district
court
deems
such
published
1
notice
necessary
to
protect
the
interests
of
absent
or
remote
2
beneficiaries.
3
Sec.
94.
Section
524.1003,
subsection
2,
Code
2021,
is
4
amended
by
striking
the
subsection
and
inserting
in
lieu
5
thereof
the
following:
6
2.
At
least
twenty
days
after
providing
notice
of
a
petition
7
and
order
appointing
the
temporary
fiduciary
as
described
in
8
this
section,
the
district
court
shall
appoint
a
permanent
9
successor
fiduciary
for
any
fiduciary
account
where
appropriate
10
parties
have
failed
to
cause
a
successor
fiduciary
to
be
11
appointed.
A
successor
fiduciary
appointed
in
accordance
with
12
the
terms
of
this
section
shall
succeed
to
all
the
rights,
13
powers,
titles,
duties,
and
responsibilities
of
the
state
bank
14
except
that
the
successor
fiduciary
shall
not
exercise
the
15
powers
given
in
the
instrument
creating
the
powers
that
by
16
its
express
terms
are
personal
to
the
state
bank
previously
17
designated
and
except
claims
or
liabilities
arising
out
of
the
18
management
of
the
fiduciary
account
prior
to
the
date
of
the
19
transfer.
20
Sec.
95.
Section
524.1004,
Code
2021,
is
amended
by
striking
21
the
section
and
inserting
in
lieu
thereof
the
following:
22
524.1004
Voluntary
relinquishment
of
fiduciary
capacity.
23
1.
A
state
bank
desiring
to
completely
surrender
its
24
authorization
to
act
in
any
fiduciary
capacity
shall
file
with
25
the
superintendent
a
certified
copy
of
a
resolution
by
the
26
board
of
directors
signifying
such
intent.
27
2.
Following
the
filing
with
the
superintendent
of
the
28
resolution
to
surrender
its
authorization
to
act
in
a
fiduciary
29
capacity,
the
state
bank
shall
file
a
petition
in
the
district
30
court
in
which
the
state
bank
has
its
principal
place
of
31
business
setting
forth
in
general
terms
that
the
state
bank
is
32
acting
as
fiduciary
with
respect
to
certain
property,
that
the
33
state
bank
desires
to
cease
its
fiduciary
function
and
resign
34
its
fiduciary
positions,
and
that
it
is
necessary
and
desirable
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that
successor
fiduciaries
be
appointed
for
such
property.
1
3.
The
filing
of
the
petition
shall
operate
as
a
resignation
2
of
the
state
bank
from
all
of
its
fiduciary
positions.
During
3
the
adjudication
of
the
petition,
the
state
bank
shall
retain
4
all
fiduciary
rights,
powers,
titles,
duties,
responsibilities,
5
and
accounts
it
held
prior
to
filing
the
petition.
The
state
6
bank’s
liability
for
any
action
or
inaction
in
its
former
7
fiduciary
positions
shall
not
be
impacted
by
the
transfer
of
8
fiduciary
duties
pursuant
to
this
section.
9
4.
Following
the
filing
of
the
petition,
the
district
10
court
shall
issue
an
order
requiring
all
persons
interested
11
in
such
fiduciary
accounts
to
appoint
a
successor
fiduciary
12
by
a
specific
date,
acknowledge
the
fiduciary
succession
as
13
described
in
the
will,
trust
instrument,
or
other
governing
14
instrument
of
the
fiduciary
account,
or
show
cause
why
the
15
district
court
should
not
appoint
a
successor
fiduciary.
The
16
district
court
shall
also
enter
an
order
directing
the
state
17
bank
to
provide
notice
of
the
petition
and
the
order
described
18
in
this
section,
through
a
means
approved
by
the
district
19
court,
to
all
persons
shown
in
the
records
of
the
state
bank
20
to
have
a
beneficial
interest
in
the
fiduciary
accounts
or
21
entitled
to
notice
or
an
accounting
under
the
terms
of
the
22
will,
trust
instrument,
or
other
governing
instrument
of
the
23
fiduciary
account,
chapter
633,
633A,
633B,
or
other
applicable
24
statute
under
which
the
state
bank
has
been
operating
as
a
25
fiduciary.
The
district
court
may
also
order
publication
of
26
the
notice
for
two
consecutive
weeks
in
newspapers
of
general
27
circulation
in
one
or
more
counties
as
prescribed
by
the
28
district
court,
and
publication
on
the
state
bank’s
internet
29
site
for
at
least
twenty
days,
to
the
extent
the
district
court
30
deems
such
published
notice
necessary
to
protect
the
interests
31
of
absent
or
remote
beneficiaries.
32
5.
At
least
twenty
days
after
the
state
bank
provides
notice
33
of
the
petition
and
order
as
described
in
this
section,
the
34
district
court
shall
appoint
a
permanent
successor
fiduciary
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for
any
fiduciary
account
where
appropriate
parties
have
1
failed
to
cause
a
successor
fiduciary
to
be
appointed.
A
2
successor
fiduciary
appointed
in
accordance
with
the
terms
of
3
this
section
shall
succeed
to
all
the
rights,
powers,
titles,
4
duties,
and
responsibilities
of
the
state
bank
except
that
the
5
successor
fiduciary
shall
not
exercise
powers
given
in
the
6
instrument
creating
the
powers
that
by
its
express
terms
are
7
personal
to
the
state
bank
previously
designated
and
except
8
claims
or
liabilities
arising
out
of
the
management
of
the
9
fiduciary
account
prior
to
the
date
of
the
transfer.
10
6.
Following
the
adjudication
of
the
petition
described
11
in
this
section,
the
state
bank
shall
proceed
to
amend
its
12
articles
of
incorporation,
in
accordance
with
the
provisions
13
of
this
chapter,
in
a
manner
to
indicate
that
it
is
no
longer
14
authorized
to
act
in
a
fiduciary
capacity.
The
superintendent
15
shall
approve
the
proposed
amendment,
in
the
manner
provided
16
for
in
this
chapter,
if
the
superintendent
is
satisfied
that
17
the
state
bank
has
properly
relieved
itself
of
its
fiduciary
18
responsibilities.
19
Sec.
96.
NEW
SECTION
.
524.1005A
Nonresident
corporate
20
fiduciaries.
21
An
out-of-state
bank
or
a
trust
company
chartered
or
22
organized
under
the
laws
of
another
state
may
only
act
23
in
a
fiduciary
capacity
in
this
state
if
it
satisfies
the
24
requirements
for
nonresident
corporate
fiduciaries
pursuant
to
25
section
633.64.
26
Sec.
97.
Section
524.1007,
Code
2021,
is
amended
by
striking
27
the
section
and
inserting
in
lieu
thereof
the
following:
28
524.1007
Succession
of
fiduciary
accounts
to
another
29
financial
institution.
30
1.
A
state
bank
or
other
entity
authorized
to
act
in
31
a
fiduciary
capacity
may
enter
into
an
agreement
for
the
32
succession
of
any
fiduciary
accounts
with
one
or
more
other
33
banks
or
trust
companies,
including
trust
companies
organized
34
under
the
laws
of
another
state,
that
are
authorized
to
act
in
35
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a
fiduciary
capacity
under
the
laws
of
this
state,
the
laws
1
of
another
state,
or
a
national
bank
to
the
extent
permitted
2
by
the
laws
of
the
United
States.
In
the
agreement,
the
3
succeeding
bank
or
trust
company
may
agree
to
succeed
the
4
relinquishing
bank
or
trust
company
as
a
fiduciary
to
those
5
fiduciary
accounts
which
are
designated
in
the
agreement.
The
6
designation
of
accounts
may
be
by
general
class
or
description
7
and
may
include
fiduciary
accounts
subject
and
not
subject
to
8
court
administration
and
fiduciary
accounts
to
arise
in
the
9
future
under
wills,
trusts,
court
orders,
or
other
documents
10
under
which
the
relinquishing
bank
or
trust
company
is
named
11
as
a
fiduciary
or
is
named
to
become
a
fiduciary
upon
the
death
12
of
a
testator
or
settlor
or
upon
the
happening
of
any
other
13
subsequent
event.
14
2.
The
relinquishing
bank
or
trust
company
shall
provide,
15
at
least
twenty
days
preceding
the
effective
date
for
the
16
succession
of
the
fiduciary
accounts,
notice
of
the
pending
17
succession,
as
required
by
chapter
633,
633A,
633B,
or
any
18
other
applicable
chapter,
to
all
persons
shown
in
the
records
19
of
the
relinquishing
bank
or
trust
company
to
have
a
beneficial
20
interest
in
the
fiduciary
accounts
or
entitled
to
notice
or
an
21
accounting
under
the
terms
of
the
will,
trust
instrument,
or
22
other
governing
instrument
of
the
fiduciary
account,
chapter
23
633,
633A,
or
633B,
or
other
applicable
statute
under
which
24
the
relinquishing
bank
or
trust
company
has
been
operating
as
25
a
fiduciary.
In
order
to
account
for
unknown
or
prospective
26
appointments,
the
relinquishing
bank
or
trust
company
shall
27
publish
a
notice
of
the
succession
to
fiduciary
accounts
in
a
28
newspaper
published
in
the
county
of
the
principal
place
of
29
business
of
the
relinquishing
bank
or
trust
company,
and
the
30
notice
must
be
published
on
the
relinquishing
bank
or
trust
31
company’s
internet
site
for
at
least
twenty
days
preceding
the
32
effective
date
of
the
agreement
for
the
succession
of
fiduciary
33
accounts.
For
any
fiduciary
accounts
that
are
employee
benefit
34
plans,
the
relinquishing
bank
or
trust
company
may
satisfy
this
35
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subsection
by
sending
the
required
notice
to
the
plan
sponsors.
1
3.
Following
the
publication
and
notice
described
in
2
this
section,
the
succeeding
bank
or
trust
company
shall,
on
3
the
effective
date
of
the
agreement
for
the
succession
of
4
fiduciary
accounts
and
without
further
notice,
approval,
or
5
authorization,
succeed
to
the
relinquishing
bank
or
trust
6
company
as
to
the
fiduciary
accounts
and
the
fiduciary
powers,
7
rights,
privileges,
duties,
and
liabilities
for
the
fiduciary
8
accounts.
On
the
effective
date
of
the
succession
to
fiduciary
9
accounts,
the
relinquishing
bank
or
trust
company
is
released
10
from
the
fiduciary
duties
under
the
fiduciary
accounts
and
11
shall
discontinue
its
exercise
of
fiduciary
powers
over
the
12
fiduciary
accounts.
Notice
of
such
fiduciary
succession
13
shall
be
filed
of
record
for
each
parcel
of
real
estate
in
14
this
state
subject
to
such
fiduciary
succession
unless
all
15
of
the
fiduciary
accounts
held
by
the
relinquishing
bank
or
16
trust
company
are
subject
to
the
agreement
for
succession
17
of
fiduciary
accounts,
in
which
case
the
relinquishing
bank
18
or
trust
company
shall
file
notice
of
the
succession
in
the
19
county
recorder’s
office
of
all
counties
in
which
the
fiduciary
20
accounts
of
the
relinquishing
bank
or
trust
company
owned
real
21
estate
prior
to
the
effective
date
of
the
agreement.
This
22
subsection
does
not
absolve
a
relinquishing
bank
or
trust
23
company
from
liabilities
arising
out
of
a
breach
of
fiduciary
24
duty
occurring
prior
to
the
effective
date
of
the
succession
25
to
fiduciary
accounts.
26
4.
Within
sixty
days
after
the
mailing
and
publication
of
27
the
notice,
a
person
with
an
interest
in
a
fiduciary
account
28
included
within
the
notice
and
agreement
required
by
subsection
29
1
may
apply
to
the
district
court
in
the
county
in
which
the
30
notice
is
published
for
the
appointment
of
a
new
fiduciary
on
31
the
ground
that
the
succeeding
fiduciary
will
adversely
affect
32
the
administration
of
the
fiduciary
account.
After
notice
to
33
all
interested
parties
and
a
hearing
on
the
issues,
the
court
34
may
appoint
a
new
fiduciary
to
replace
the
succeeding
fiduciary
35
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if
it
finds
that
the
substitution
of
the
succeeding
fiduciary
1
will
adversely
affect
the
administration
of
the
account
and
2
that
the
appointment
of
a
new
fiduciary
would
be
in
the
best
3
interests
of
the
beneficiaries
of
the
fiduciary
account.
This
4
subsection
is
in
addition
to
section
633.65
and
any
other
5
applicable
provision
governing
the
removal
of
a
fiduciary.
6
5.
The
privilege
of
succeeding
to
fiduciary
accounts
that
7
is
extended
to
a
state
bank
or
trust
company
by
this
section
is
8
also
extended
on
the
same
terms
and
conditions
to
a
national
9
bank
organized
under
12
U.S.C.
§21
et
seq.
to
engage
generally
10
in
the
banking
business,
and
to
out-of-state
banks
and
trust
11
companies
that
are
authorized
to
serve
as
a
fiduciary
in
this
12
state
pursuant
to
section
633.64.
13
6.
For
a
fiduciary
account
governed
by
Iowa
law,
a
14
relinquishing
bank
or
trust
company
may
transfer
the
situs
of
15
the
fiduciary
account
to
a
jurisdiction
other
than
Iowa
if
the
16
will,
trust
instrument,
or
other
governing
instrument
of
the
17
fiduciary
account
so
provides,
if
all
persons
interested
in
18
the
fiduciary
account
consent
to
the
transfer,
or
as
otherwise
19
authorized
by
applicable
law.
20
Sec.
98.
Section
524.1009,
Code
2021,
is
amended
to
read
as
21
follows:
22
524.1009
Succession
to
fiduciary
accounts
and
appointments
——
23
application
for
appointment
of
new
fiduciary
merger
.
24
1.
If
a
party
to
a
plan
of
merger
was
authorized
to
act
in
a
25
fiduciary
capacity
and
if
the
resulting
state
or
national
bank
26
is
similarly
authorized,
the
resulting
state
or
national
bank
27
shall
be
automatically
substituted
by
reason
of
the
merger
as
28
fiduciary
of
all
accounts
held
in
that
capacity
by
such
party
29
to
the
plan
of
merger
,
without
further
action
and
without
any
30
order
or
decree
of
any
court
or
public
officer,
and
shall
have
31
all
the
rights
and
be
subject
to
all
the
obligations
of
such
32
party
as
fiduciary.
33
2.
No
designation,
nomination,
or
appointment
as
fiduciary
34
of
a
party
to
a
plan
of
merger
shall
lapse
by
reason
of
the
35
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merger.
The
resulting
state
or
national
bank,
if
authorized
1
to
act
in
a
fiduciary
capacity,
shall
be
entitled
to
act
2
as
fiduciary
pursuant
to
each
designation,
nomination,
or
3
appointment
to
the
same
extent
as
the
party
to
the
plan
of
4
merger
so
named
could
have
acted
in
the
absence
of
the
merger.
5
2A.
The
relinquishing
bank
shall
provide,
at
least
twenty
6
days
preceding
the
effective
date
for
the
succession
of
7
the
fiduciary
accounts,
notice
of
the
pending
succession,
8
as
required
by
chapter
633,
633A,
633B,
or
any
other
9
applicable
chapter,
to
all
persons
shown
in
the
records
of
10
the
relinquishing
bank
to
have
a
beneficial
interest
in
the
11
fiduciary
accounts
or
entitled
to
notice
or
an
accounting
under
12
the
terms
of
the
will,
trust
instrument,
or
other
governing
13
instrument
of
the
fiduciary
account,
chapter
633,
633A,
or
14
633B,
or
other
applicable
statute
under
which
the
relinquishing
15
bank
has
been
operating
as
a
fiduciary.
In
order
to
account
16
for
unknown
or
prospective
appointments,
the
relinquishing
bank
17
shall
publish
a
notice
of
the
succession
to
fiduciary
accounts
18
in
a
newspaper
published
in
the
county
of
the
principal
place
19
of
business
of
the
relinquishing
bank,
and
the
notice
must
be
20
published
on
the
relinquishing
bank’s
internet
site
for
at
21
least
twenty
days
preceding
the
effective
date
of
the
merger.
22
For
any
fiduciary
accounts
that
are
employee
benefit
plans,
the
23
relinquishing
bank
may
satisfy
this
subsection
by
sending
the
24
required
notice
to
the
plan
sponsors.
25
3.
Any
person
with
an
interest
in
an
account
held
in
a
26
fiduciary
capacity
by
a
party
to
a
plan
of
merger
may,
within
27
sixty
days
after
the
effective
date
of
the
merger
the
mailing
28
and
publication
of
the
notice
,
apply
to
the
district
court
in
29
the
county
in
which
the
resulting
state
or
national
bank
has
30
its
principal
place
of
business,
notice
is
published
for
the
31
appointment
of
a
new
fiduciary
to
replace
the
resulting
state
32
or
national
bank
on
the
ground
that
the
merger
will
adversely
33
affect
the
administration
of
the
fiduciary
account.
The
court
34
shall
have
the
discretion
to
appoint
a
new
fiduciary
to
replace
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the
resulting
state
or
national
bank
if
it
should
find,
upon
1
hearing
after
notice
to
all
interested
parties,
that
the
merger
2
will
adversely
affect
the
administration
of
the
fiduciary
3
account
and
that
the
appointment
of
a
new
fiduciary
will
be
4
in
the
best
interests
of
the
beneficiaries
of
the
fiduciary
5
account.
This
provision
is
in
addition
to
any
other
provision
6
of
law
governing
the
removal
of
fiduciaries
and
is
subject
to
7
the
terms
upon
which
the
party
to
the
plan
of
merger
which
held
8
the
fiduciary
account
was
designated
as
fiduciary.
9
4.
The
resulting
bank
shall
record
a
copy
of
the
articles
10
of
merger
in
the
county
recorder’s
office
of
all
counties
in
11
which
the
fiduciary
accounts
of
the
relinquishing
bank
owned
12
real
estate
prior
to
the
effective
date
of
the
merger.
13
Sec.
99.
Section
524.1106,
Code
2021,
is
amended
to
read
as
14
follows:
15
524.1106
Fees
paid
to
an
affiliate
——
approval
by
16
superintendent.
17
Any
contract
or
arrangement
for
management
or
financial
18
services
which
involves
payment
for
these
services
by
a
state
19
bank
to
a
person
who
owns
shares
in
that
state
bank,
or
to
any
20
other
affiliate,
must
be
approved
by
the
superintendent
prior
21
to
such
contract
or
arrangement
becoming
binding
upon
the
state
22
bank
made
in
compliance
with
12
U.S.C.
§371c
and
12
U.S.C.
23
§371c-1
,
and
may
also
be
reviewed
by
the
superintendent
at
any
24
time
after
original
approval
.
Any
contract
or
arrangement
for
25
consultation
or
other
services
which
involve
payment
of
those
26
services
by
a
state
bank
to
any
person
who
individually
or
27
whose
spouse
or
immediate
family
or
any
combination
thereof
28
owns
fifteen
percent
or
more
of
the
outstanding
shares
of
29
that
state
bank
or
is
an
officer
or
director
thereof,
or
to
30
an
affiliate
may
be
reviewed
by
the
superintendent.
Fees
31
paid
to
an
affiliate
must
be
substantially
the
same
as
those
32
prevailing
at
the
time
for
comparable
transactions
involving
33
nonaffiliated
companies
in
accordance
with
the
provisions
of
34
12
U.S.C.
§371c-1.
The
superintendent
shall
have
authority
to
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determine
whether
or
not
such
fees
are
reasonable
in
relation
1
to
the
services
performed,
and
if
the
superintendent
determines
2
they
are
unreasonable,
to
require
that
they
be
reduced
to
a
3
reasonable
amount
or
eliminated
and
the
excess
refunded,
or
4
that
such
contract
or
arrangement
not
be
entered
into
by
the
5
state
bank.
6
Sec.
100.
Section
524.1201,
Code
2021,
is
amended
to
read
7
as
follows:
8
524.1201
General
provisions.
9
1.
A
state
bank
may
establish
and
operate
any
number
of
bank
10
offices
at
any
location
in
this
state
subject
to
the
approval
11
and
regulation
of
the
superintendent.
The
superintendent
12
shall
supervise
and
regulate
all
out-of-state
branches
and
13
offices
of
a
state
bank.
A
bank
office
may
furnish
all
banking
14
services
ordinarily
furnished
to
customers
and
depositors
15
at
the
principal
place
of
business
of
the
state
bank
which
16
operates
the
office
,
and
a
bank
office
manager
or
an
officer
17
of
the
bank
shall
be
physically
present
at
each
bank
office
18
during
a
majority
of
its
business
hours.
The
central
executive
19
and
official
business
and
principal
recordkeeping
functions
of
20
a
state
bank
shall
be
exercised
only
at
its
principal
place
21
of
business
or
at
another
bank
office
as
authorized
by
the
22
superintendent
for
these
functions
.
23
2.
Notwithstanding
subsection
1
,
data
Data
processing
24
services
referred
to
in
section
524.804
may
be
performed
for
25
the
state
bank
at
some
other
secure
location.
All
transactions
26
of
a
bank
office
shall
be
immediately
transmitted
to
the
27
principal
place
of
business
or
other
bank
office
authorized
28
under
subsection
1
of
the
state
bank
which
operates
the
office,
29
and
no
current
recordkeeping
functions
shall
be
maintained
30
at
a
bank
office
other
than
the
bank
office
authorized
under
31
subsection
1
,
except
to
the
extent
the
state
bank
which
32
operates
the
office
deems
it
desirable
to
keep
there
duplicates
33
of
the
records
kept
at
the
principal
place
of
business
or
34
authorized
bank
office
of
the
state
bank.
35
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3.
Notwithstanding
any
of
the
other
provisions
of
this
1
section
,
original
loan
documentation
and
trust
recordkeeping
2
functions
may
be
located
at
any
authorized
bank
office
or
at
3
any
other
secure
location
approved
by
the
superintendent.
4
Sec.
101.
Section
524.1206,
Code
2021,
is
amended
to
read
5
as
follows:
6
524.1206
Identification
of
legally
chartered
name
of
bank
——
7
required
use
of
name.
8
A
state
or
national
bank,
at
its
locations
in
this
state,
9
shall
identify
its
principal
place
of
business,
any
bank
10
office,
or
any
bank
branch
in
a
manner
which
includes
its
11
legally
chartered
name
or
a
reasonable
variation
of
such
name.
12
A
bank
doing
business
in
this
state
electronically
shall
13
identify
its
legally
chartered
name
in
any
online,
mobile,
or
14
digital
customer
interface.
The
legally
chartered
name
of
the
15
state
bank,
out-of-state
bank,
or
national
bank
shall
be
used
16
in
all
legal
documents
of
such
bank.
17
Sec.
102.
Section
524.1301,
unnumbered
paragraph
1,
Code
18
2021,
is
amended
to
read
as
follows:
19
A
majority
of
the
incorporators,
organizers,
or
initial
20
directors
of
a
state
bank
that
has
not
issued
shares
or
has
not
21
commenced
business
may
dissolve
the
state
bank
by
delivering
22
articles
of
dissolution
to
the
superintendent,
together
with
23
the
applicable
filing
and
recording
fees
,
for
filing
with
the
24
secretary
of
state
that
set
forth
all
of
the
following:
25
Sec.
103.
Section
524.1303,
subsection
2,
Code
2021,
is
26
amended
to
read
as
follows:
27
2.
Upon
acceptance
for
processing
of
an
application
for
28
approval
of
a
plan
of
dissolution
on
forms
prescribed
by
29
the
superintendent,
the
superintendent
shall
conduct
such
30
investigation
as
the
superintendent
may
deem
necessary
to
31
determine
whether
the
plan
of
dissolution
adequately
protects
32
the
interests
of
depositors,
other
creditors
,
and
shareholders
33
and,
if
the
plan
of
dissolution
involves
an
acquisition
of
34
assets
and
assumption
of
liabilities
by
another
state
bank,
35
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whether
such
acquisition
and
assumption
would
be
consistent
1
with
adequate
and
sound
banking
and
in
the
public
interest,
on
2
the
basis
of
factors
substantially
similar
to
those
set
forth
3
in
section
524.1403,
subsection
1
,
paragraph
“d”
.
4
Sec.
104.
Section
524.1303,
subsections
3,
4,
5,
and
6,
Code
5
2021,
are
amended
by
striking
the
subsections.
6
Sec.
105.
Section
524.1304,
subsection
2,
Code
2021,
is
7
amended
to
read
as
follows:
8
2.
Upon
approval
of
the
plan
of
voluntary
dissolution
by
9
the
superintendent,
the
superintendent
shall
file
with
the
10
secretary
of
state
articles
of
dissolution
prepared
by
the
11
applicant
in
conformance
with
section
524.1304A
.
Upon
filing
12
of
the
articles
of
dissolution
with
the
secretary
of
state,
13
the
state
bank
shall
cease
to
accept
deposits
or
carry
on
its
14
business,
except
insofar
as
may
be
necessary
for
the
proper
15
winding
up
of
the
business
of
the
state
bank
in
accordance
16
with
the
approved
plan
of
dissolution.
Upon
request,
the
17
superintendent
shall
expressly
revoke
the
authorization
to
18
do
business
of
any
state
bank
that
has
voluntarily
dissolved
19
pursuant
to
this
section
and
shall
return
the
physical
copy
20
of
such
state
bank’s
authorization
to
do
business
in
a
manner
21
clearly
indicating
that
the
authorization
has
been
revoked.
22
Sec.
106.
Section
524.1305,
subsection
1,
paragraph
d,
Code
23
2021,
is
amended
to
read
as
follows:
24
d.
Distributing
Making
distributions
of
its
remaining
25
property
assets
among
its
shareholders
according
to
their
26
interests.
27
Sec.
107.
Section
524.1305,
subsection
2,
paragraph
d,
Code
28
2021,
is
amended
to
read
as
follows:
29
d.
Changing
quorum
any
of
the
following:
30
(1)
Quorum
or
voting
requirements
for
its
board
of
directors
31
or
shareholders
;
changing
provisions
.
32
(2)
Provisions
for
selection,
resignation,
or
removal
of
33
its
directors
or
officers
or
both
;
or
changing
provisions
.
34
(3)
Provisions
for
amending
its
bylaws.
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Sec.
108.
Section
524.1305,
subsection
3,
paragraphs
a,
b,
1
and
d,
Code
2021,
are
amended
to
read
as
follows:
2
a.
By
mail
to
each
depositor
and
creditor,
except
those
as
3
to
whom
the
liability
of
the
state
bank
has
been
assumed
by
4
another
financial
institution
insured
by
the
federal
deposit
5
insurance
corporation
pursuant
to
the
plan
of
dissolution
,
at
6
their
last
address
of
record
as
shown
upon
the
books
of
the
7
state
bank,
including
a
statement
of
the
amount
shown
by
the
8
books
of
the
state
bank
to
be
due
to
such
depositor
or
creditor
9
and
a
demand
that
any
claim
for
a
greater
amount
be
filed
with
10
the
state
bank
any
time
before
a
specified
date
at
least
ninety
11
days
after
the
date
of
the
notice.
12
b.
By
mail
to
each
lessee
of
a
safe-deposit
box
and
each
13
customer
for
whom
property
is
held
in
safekeeping,
except
those
14
as
to
whom
the
liability
of
the
state
bank
has
been
assumed
by
15
another
financial
institution
insured
by
the
federal
deposit
16
insurance
corporation
pursuant
to
the
plan
of
dissolution
,
17
at
their
last
address
of
record
as
shown
upon
the
books
of
18
the
state
bank,
including
a
demand
that
all
property
held
in
19
a
safe-deposit
box
or
held
in
safekeeping
by
the
state
bank
20
be
withdrawn
by
the
person
entitled
to
the
property
before
a
21
specified
date
which
is
at
least
ninety
days
after
the
date
of
22
the
notice.
23
d.
By
a
conspicuous
posting
at
each
office
of
the
state
24
bank
and
by
posting
on
the
state
bank’s
internet
site
for
25
at
least
thirty
days
following
the
filing
of
the
articles
of
26
dissolution
.
27
Sec.
109.
Section
524.1306,
subsection
2,
Code
2021,
is
28
amended
to
read
as
follows:
29
2.
The
statement
of
revocation
of
voluntary
dissolution
30
proceedings,
whether
by
consent
of
shareholders
or
by
act
of
31
the
state
bank,
shall
be
delivered
to
the
superintendent,
32
together
with
the
applicable
filing
and
recording
fee,
who
33
shall,
if
the
superintendent
finds
that
they
satisfy
the
34
requirements
of
this
section
,
deliver
them
to
the
secretary
35
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of
state
for
filing
and
recording
in
the
secretary
of
state’s
1
office
,
and
the
same
shall
be
filed
and
recorded
in
the
office
2
of
the
county
recorder
.
3
Sec.
110.
Section
524.1308A,
Code
2021,
is
amended
by
adding
4
the
following
new
subsection:
5
NEW
SUBSECTION
.
5.
As
used
in
this
section,
the
term
6
“notice”
means
as
defined
in
section
490.141.
7
Sec.
111.
Section
524.1308B,
subsection
2,
unnumbered
8
paragraph
1,
Code
2021,
is
amended
to
read
as
follows:
9
A
The
notice
made
pursuant
to
this
section
must
satisfy
all
10
of
the
following
requirements:
11
Sec.
112.
Section
524.1308B,
subsection
2,
paragraph
a,
12
Code
2021,
is
amended
to
read
as
follows:
13
a.
Be
published
at
least
once
in
accordance
with
all
of
the
14
following:
15
(1)
One
time
in
a
newspaper
of
general
circulation
in
the
16
county
where
the
dissolved
state
bank’s
principal
office
is
or
17
was
located.
18
(2)
Be
posted
conspicuously
for
at
least
thirty
days
on
the
19
dissolved
state
bank’s
internet
site.
20
Sec.
113.
Section
524.1309,
Code
2021,
is
amended
to
read
21
as
follows:
22
524.1309
Becoming
subject
to
chapter
489
or
490
.
23
In
lieu
of
the
dissolution
procedure
prescribed
in
sections
24
524.1303
through
524.1306
,
a
state
bank
may
cease
to
carry
25
on
the
business
of
banking
and,
after
compliance
with
this
26
section
,
continue
as
a
corporation
subject
to
chapter
490
;
or
27
if
the
state
bank
is
organized
as
a
limited
liability
company
28
under
this
chapter
,
continue
as
a
limited
liability
company
29
subject
to
chapter
489
.
30
1.
A
state
bank
that
has
commenced
business
may
propose
31
to
voluntarily
cease
to
carry
on
the
business
of
banking
and
32
become
a
corporation
subject
to
chapter
490
,
or
a
limited
33
liability
company
subject
to
chapter
489
,
upon
the
affirmative
34
vote
of
the
holders
of
at
least
a
majority
of
the
shares
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entitled
to
vote
on
such
proposal,
adopting
a
plan
involving
1
both
a
provision
for
acquisition
of
its
assets
and
assumption
2
of
its
liabilities
by
another
state
bank,
national
bank,
or
3
other
financial
institution
insured
by
the
federal
deposit
4
insurance
corporation,
and
a
provision
for
continuance
of
5
its
business
if
acquisition
of
its
assets
and
assumption
of
6
its
liabilities
is
not
effected,
or
any
other
plan
providing
7
for
the
cessation
of
banking
business
and
the
payment
of
its
8
liabilities.
9
2.
The
application
to
the
superintendent
for
approval
10
of
a
plan
described
in
subsection
1
shall
be
treated
by
11
the
superintendent
in
the
same
manner
as
an
application
for
12
approval
of
a
plan
of
dissolution
under
section
524.1303,
13
subsection
2,
and
shall
be
subject
to
section
524.1303,
14
subsection
3
524.1305,
subsections
8
and
9
.
15
3.
Immediately
upon
adoption
and
approval
of
a
plan
to
16
voluntarily
cease
to
carry
on
the
business
of
banking
and
17
become
a
corporation
subject
to
chapter
490
,
or
a
limited
18
liability
company
subject
to
chapter
489
the
state
bank
19
shall
submit
an
application
for
the
required
approval
by
the
20
superintendent
in
the
manner
prescribed
by
the
superintendent.
21
As
part
of
this
application
,
the
state
bank
shall
deliver
to
22
the
superintendent
a
plan
to
cease
the
business
of
banking
23
and
become
a
corporation
subject
to
chapter
490
,
or
a
limited
24
liability
company
subject
to
chapter
489
,
which
shall
be
25
signed
by
two
of
its
duly
authorized
officers
and
shall
26
contain
the
name
of
the
state
bank,
the
post
office
address
27
of
its
principal
place
of
business,
the
name
and
address
of
28
its
officers
and
directors,
the
number
of
shares
entitled
29
to
vote
on
the
plan
and
the
number
of
shares
voted
for
or
30
against
the
plan,
respectively,
the
nature
of
the
business
31
to
be
conducted
by
the
corporation
under
chapter
490
,
or
by
32
the
limited
liability
company
subject
to
chapter
489
,
and
the
33
general
nature
of
the
assets
to
be
held
by
the
corporation
or
34
company.
As
part
of
the
application,
the
state
bank
shall
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also
deliver
to
the
superintendent
articles
of
intent
to
be
1
subject
to
chapter
490,
together
with
the
applicable
filing
2
fees,
which
shall
set
forth
that
the
state
bank
has
complied
3
with
this
section,
that
it
intends
to
cease
to
carry
on
the
4
business
of
banking,
and
the
information
required
by
section
5
490.202
relative
to
the
contents
of
articles
of
incorporation
6
under
chapter
490.
7
4.
Upon
approval
of
the
plan
by
the
superintendent,
the
8
state
bank
shall
immediately
surrender
to
the
superintendent
9
its
authorization
to
do
business
as
a
bank
and
shall
cease
10
to
accept
deposits
and
carry
on
the
banking
business
except
11
insofar
as
may
be
necessary
for
it
to
complete
the
settlement
12
of
its
affairs
as
a
state
bank
in
accordance
with
subsection
13
5
.
Upon
request,
the
superintendent
shall
expressly
revoke
14
the
state
bank’s
authorization
to
do
business
and
return
the
15
physical
copy
of
such
state
bank’s
authorization
to
do
business
16
in
a
manner
clearly
indicating
that
the
authorization
has
been
17
revoked.
18
5.
The
board
of
directors
has
full
power
to
complete
the
19
settlement
of
the
affairs
of
the
state
bank.
Within
thirty
20
days
after
approval
by
the
superintendent
of
the
plan
to
cease
21
the
business
of
banking
and
become
a
corporation
subject
22
to
chapter
490
,
or
a
limited
liability
company
subject
to
23
chapter
489
,
the
state
bank
shall
give
notice
of
its
intent
24
to
persons
identified
in
section
524.1305,
subsection
3
,
in
25
the
manner
provided
for
in
that
subsection.
In
completing
26
the
settlement
of
its
affairs
as
a
state
bank,
the
state
bank
27
shall
also
follow
the
procedure
prescribed
in
section
524.1305
,
28
subsections
4,
5,
and
6
.
29
6.
Upon
completion
of
all
the
requirements
of
this
section
,
30
the
state
bank
shall
deliver
to
the
superintendent
articles
of
31
intent
to
be
subject
to
chapter
490
or
489
,
together
with
the
32
applicable
filing
and
recording
fees,
which
shall
set
forth
33
that
the
state
bank
has
complied
with
this
section
,
that
it
has
34
ceased
to
carry
on
the
business
of
banking,
and
the
information
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required
by
section
490.202
relative
to
the
contents
of
1
articles
of
incorporation
under
chapter
490
,
or
articles
of
2
organization
under
chapter
489
.
If
the
superintendent
finds
3
that
the
state
bank
has
complied
with
all
requirements
of
4
this
section
and
that
the
articles
of
intent
to
be
subject
to
5
chapter
490
or
489
satisfy
the
requirements
of
this
section
,
6
the
superintendent
shall
deliver
them
to
the
secretary
of
state
7
for
filing
and
recording
in
the
secretary
of
state’s
office
,
8
and
the
superintendent
shall
file
and
record
them
in
the
office
9
of
the
county
recorder
.
10
7.
Upon
the
filing
of
the
articles
of
intent
to
be
subject
11
to
chapter
490
or
489
,
the
state
bank
shall
immediately
12
cease
to
be
a
state
bank
subject
to
this
chapter
,
and
shall
13
immediately
cease
to
have
the
powers
of
a
state
bank
subject
14
to
this
chapter
and
shall
become
a
corporation
subject
to
15
chapter
490
or
a
limited
liability
company
subject
to
chapter
16
489
.
The
secretary
of
state
shall
issue
a
certificate
as
to
17
the
filing
of
the
articles
of
intent
to
be
subject
to
chapter
18
490
or
489
and
send
the
certificate
to
the
corporation
or
19
limited
liability
company
or
its
representative.
The
articles
20
of
intent
to
be
subject
to
chapter
490
or
489
shall
be
the
21
articles
of
incorporation
of
the
corporation
or
a
limited
22
liability
company
.
The
provisions
of
chapter
490
or
489
23
becoming
applicable
to
a
corporation
or
limited
liability
24
company
formerly
doing
business
as
a
state
bank
shall
not
25
affect
any
right
accrued
or
established,
or
liability
or
26
penalty
incurred
under
this
chapter
prior
to
the
filing
with
27
the
secretary
of
state
of
the
articles
of
intent
to
be
subject
28
to
chapter
490
or
489
.
29
8.
A
shareholder
of
a
state
bank
who
objects
to
adoption
30
by
the
state
bank
of
a
plan
to
cease
to
carry
on
the
business
31
of
banking
and
to
continue
as
a
corporation
subject
to
chapter
32
490
,
or
a
limited
liability
company
subject
to
chapter
489
,
33
is
entitled
to
appraisal
rights
provided
for
in
chapter
490,
34
subchapter
XIII
,
or
in
chapter
489
,
section
489.604
.
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9.
A
state
bank,
at
any
time
prior
to
the
approval
of
the
1
articles
of
intent
to
become
subject
to
chapter
490
or
489
,
2
may
revoke
the
proceedings
in
the
manner
prescribed
by
section
3
524.1306
.
4
Sec.
114.
Section
524.1310,
subsection
1,
paragraph
a,
Code
5
2021,
is
amended
to
read
as
follows:
6
a.
In
a
situation
in
which
the
superintendent
has
required,
7
in
accordance
with
section
524.226
524.224
,
that
the
state
8
bank
cease
to
carry
on
its
business,
the
superintendent
shall
9
immediately
tender
to
the
federal
deposit
insurance
corporation
10
the
receivership
for
the
state
bank.
The
affairs
of
the
state
11
bank
shall
thereafter
be
governed
by
this
section
,
section
12
524.1311
,
and
the
provisions
of
federal
law,
and
shall
be
13
subject
to
federal
court
jurisdiction,
and
the
assets
of
the
14
state
bank
shall
be
distributed
in
accordance
with
section
15
524.1312
.
If
there
is
a
conflict
between
the
provisions
of
16
state
and
federal
law,
federal
law
shall
govern.
17
Sec.
115.
Section
524.1311,
subsection
2,
Code
2021,
is
18
amended
to
read
as
follows:
19
2.
After
the
involuntary
dissolution
of
a
state
bank,
the
20
superintendent
shall
file
notice
of
the
dissolution
with
the
21
secretary
of
state
and
the
county
recorder
of
the
county
in
22
which
the
state
bank
is
located
.
No
fee
shall
be
charged
by
23
the
secretary
of
state
or
the
county
recorder
for
the
filing
24
or
recording
.
The
corporate
existence
of
the
state
bank
25
shall
cease
upon
filing
of
the
notice
of
dissolution
with
the
26
secretary
of
state.
27
Sec.
116.
Section
524.1401,
Code
2021,
is
amended
to
read
28
as
follows:
29
524.1401
Authority
to
merge.
30
1.
Upon
compliance
with
the
requirements
of
this
chapter
,
31
one
or
more
state
banks,
one
or
more
out-of-state
banks,
one
or
32
more
national
banks,
one
or
more
federal
savings
associations,
33
one
or
more
corporations,
or
any
combination
of
these
entities,
34
with
the
approval
of
the
superintendent,
may
merge
into
a
state
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bank
pursuant
to
a
plan
of
merger
.
1
2.
Upon
compliance
with
the
requirements
of
this
chapter
,
2
one
or
more
state
banks
may
merge
into
a
national
bank
,
federal
3
savings
association,
or
out-of-state
bank
.
The
authority
of
4
a
state
bank
to
merge
into
a
national
bank
or
federal
savings
5
association
is
subject
to
the
condition
that
at
the
time
of
the
6
transaction
the
laws
of
the
United
States
shall
authorize
a
7
national
bank
or
federal
savings
association
located
in
this
8
state,
without
approval
by
the
comptroller
of
the
currency
of
9
the
United
States,
to
merge
into
a
state
bank
under
limitations
10
no
more
restrictive
than
those
contained
in
this
chapter
with
11
respect
to
the
merger
of
a
state
bank
into
a
national
bank
or
12
federal
savings
association
.
The
authority
of
a
state
bank
to
13
merge
into
an
out-of-state
bank
is
subject
to
the
condition
14
that
at
the
time
of
the
transaction
the
laws
of
the
home
state
15
of
the
resulting
bank
shall
authorize
a
bank
organized
under
16
the
laws
of
such
home
state,
without
approval
by
the
home
17
state’s
bank
regulatory
authority,
to
merge
into
a
state
bank
18
under
limitations
no
more
restrictive
than
those
contained
in
19
this
chapter
with
respect
to
the
merger
of
a
state
bank
into
an
20
out-of-state
bank.
21
3.
Upon
compliance
with
the
requirements
of
this
chapter
,
22
one
or
more
state
banks
may
merge
with
one
or
more
federal
23
associations.
The
authority
of
a
state
bank
to
merge
into
a
24
federal
association
is
subject
to
the
conditions
the
laws
of
25
the
United
States
authorize
at
the
time
of
the
transaction.
26
4.
3.
As
used
in
this
section
,
the
term
“merger”
or
“merge”
27
means
any
plan
by
which
the
assets
and
liabilities
of
an
28
entity
are
combined
with
those
of
one
or
more
other
entities,
29
including
transactions
in
which
one
of
the
corporate
entities
30
survives
and
transactions
in
which
a
new
corporate
entity
is
31
created.
32
Sec.
117.
Section
524.1402,
Code
2021,
is
amended
to
read
33
as
follows:
34
524.1402
Requirements
for
a
merger.
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The
requirements
for
a
merger
which
must
be
satisfied
by
the
1
parties
to
the
merger
are
as
follows:
2
1.
The
parties
shall
adopt
a
plan
stating
of
merger
which
3
must
include
all
of
the
following:
4
a.
The
names
of
the
parties
proposing
to
merge
and
the
name
5
of
the
bank
into
which
they
propose
to
merge,
which
is
the
6
“resulting
bank”.
7
a.
As
to
each
party
to
the
merger,
the
party’s
name,
8
jurisdiction
of
formation,
and
type
of
entity.
9
b.
The
resulting
bank’s
name,
jurisdiction
of
formation,
and
10
type
of
entity,
and,
if
the
resulting
bank
is
to
be
created
in
11
the
merger,
a
statement
to
that
effect.
12
b.
c.
The
terms
and
conditions
of
the
proposed
merger.
13
c.
d.
The
manner
and
basis
of
converting
the
shares
of
each
14
party
into
any
combination
of
shares
,
obligations,
or
other
15
securities
of
the
resulting
bank
or
of
any
other
corporation,
16
or,
in
whole
or
in
part,
into
cash
or
other
property
,
17
obligations,
rights
to
acquire
shares
or
other
securities,
18
cash,
or
other
property
.
19
d.
e.
The
rights
of
the
shareholders
of
each
of
the
20
parties.
21
e.
f.
An
agreement
concerning
the
merger.
22
f.
g.
Such
other
provisions
with
respect
to
the
proposed
23
merger
which
are
deemed
necessary
or
desirable.
24
2.
In
the
case
of
a
state
bank
which
is
a
party
to
the
25
plan
of
merger
,
if
the
proposed
merger
will
result
in
a
state
26
bank
subject
to
this
chapter
,
adoption
of
the
plan
of
merger
27
by
such
state
bank
requires
the
affirmative
vote
of
at
least
28
a
majority
of
the
directors
and
approval
by
the
shareholders,
29
in
the
manner
and
according
to
the
procedures
prescribed
in
30
section
490.1104
,
at
a
meeting
called
in
accordance
with
31
the
terms
of
that
section.
In
the
case
of
a
national
bank,
32
or
if
the
proposed
merger
will
result
in
a
national
bank,
33
adoption
of
the
plan
of
merger
by
each
party
to
the
merger
34
shall
require
the
affirmative
vote
of
at
least
such
directors
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and
shareholders
whose
affirmative
vote
on
the
plan
of
merger
1
is
required
under
the
laws
of
the
United
States.
Subject
to
2
applicable
requirements
of
the
laws
of
the
United
States
in
a
3
case
in
which
a
national
bank
is
a
party
to
a
plan
of
merger
,
4
any
modification
of
a
plan
of
merger
which
has
been
adopted
5
shall
be
made
by
any
method
provided
in
the
plan
of
merger
,
or
6
in
the
absence
of
such
provision,
by
the
same
vote
as
required
7
for
adoption.
8
3.
If
a
proposed
merger
will
result
in
a
state
bank,
9
application
for
the
required
approval
by
the
superintendent
10
shall
be
made
in
the
manner
prescribed
by
the
superintendent.
11
There
shall
also
be
delivered
to
the
superintendent,
when
12
available,
the
following:
13
a.
Articles
of
merger.
14
b.
Applicable
fees
payable
to
the
secretary
of
state,
as
15
specified
in
section
490.122
,
for
the
filing
and
recording
of
16
the
articles
of
merger.
17
c.
If
there
is
any
modification
of
the
plan
of
merger
at
18
any
time
prior
to
the
approval
by
the
superintendent
under
19
section
524.1403
,
an
amendment
of
the
application
and,
if
20
necessary,
of
the
articles
of
merger,
signed
in
the
same
manner
21
as
the
originals,
setting
forth
the
modification
of
the
plan
of
22
merger
,
the
method
by
which
the
modification
was
adopted
and
23
any
related
change
in
the
provisions
of
the
articles
of
merger.
24
d.
Proof
of
publication
of
the
notice
required
by
subsection
25
4
.
26
4.
If
a
proposed
merger
will
result
in
a
state
bank,
within
27
thirty
days
after
the
application
for
merger
is
accepted
for
28
processing,
the
parties
to
the
plan
shall
publish
a
notice
of
29
the
proposed
transaction
in
a
newspaper
of
general
circulation
30
published
in
the
municipal
corporation
or
unincorporated
31
area
in
which
each
party
to
the
plan
has
its
principal
place
32
of
business,
or
if
there
is
none,
in
a
newspaper
of
general
33
circulation
published
in
the
county,
or
in
a
county
adjoining
34
the
county,
in
which
each
party
to
the
plan
has
its
principal
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place
of
business.
The
notice
shall
be
on
forms
prescribed
by
1
the
superintendent
and
shall
set
forth
the
names
of
the
parties
2
to
the
plan
and
the
resulting
state
bank,
the
location
and
3
post
office
address
of
the
principal
place
of
business
of
the
4
resulting
state
bank
and
of
each
office
to
be
maintained
by
5
the
resulting
state
bank,
and
the
purpose
or
purposes
of
the
6
resulting
state
bank.
Proof
of
publication
of
the
notice
shall
7
be
delivered
to
the
superintendent
within
fourteen
days.
8
5.
Within
thirty
days
after
the
date
of
the
publication
of
9
the
notice
required
under
subsection
4
,
any
interested
person
10
may
submit
to
the
superintendent
written
comments
and
data
11
on
the
application.
Comments
challenging
the
legality
of
an
12
application
shall
be
submitted
separately
in
writing.
The
13
superintendent
may
extend
the
thirty-day
comment
period
if,
in
14
the
superintendent’s
judgment,
extenuating
circumstances
exist.
15
6.
Within
thirty
days
after
the
date
of
the
publication
16
of
the
notice
required
under
subsection
4
,
any
interested
17
person
may
submit
to
the
superintendent
a
written
request
for
a
18
hearing
on
the
application.
The
request
shall
state
the
nature
19
of
the
issues
or
facts
to
be
presented
and
the
reasons
why
20
written
submissions
would
be
insufficient
to
make
an
adequate
21
presentation
to
the
superintendent.
If
the
reasons
are
related
22
to
factual
disputes,
the
disputes
shall
be
described.
Written
23
requests
for
hearings
shall
be
evaluated
by
the
superintendent,
24
who
may
grant
or
deny
such
requests
in
whole
or
in
part.
A
25
hearing
request
shall
generally
be
granted
only
if
it
is
26
determined
that
written
submissions
would
be
inadequate
or
that
27
a
hearing
would
otherwise
be
beneficial
to
the
decision-making
28
process.
A
hearing
may
be
limited
to
issues
considered
29
material
by
the
superintendent.
30
7.
If
a
request
for
a
hearing
is
denied,
the
superintendent
31
shall
notify
the
applicant
and
all
interested
persons
and
32
shall
state
the
reasons
for
the
denial.
Interested
persons
33
may
submit
to
the
superintendent,
with
simultaneous
copies
34
to
the
applicant,
additional
written
comments
or
data
on
the
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application
within
fourteen
days
after
the
date
of
the
notice
1
of
denial.
The
applicant
shall
be
provided
an
additional
seven
2
days,
after
the
fourteen-day
deadline
has
expired,
within
which
3
to
respond
to
any
comments
submitted
within
the
fourteen-day
4
period.
The
superintendent
may
waive
this
seven-day
period
5
upon
request
by
the
applicant.
A
copy
of
any
response
6
submitted
by
the
applicant
shall
also
be
mailed
simultaneously
7
by
the
applicant
to
the
interested
persons.
8
8.
4.
The
articles
of
merger
shall
be
signed
by
two
a
duly
9
authorized
officers
officer
of
each
party
to
the
plan
of
merger
10
and
shall
contain
all
of
the
following:
11
a.
The
names
name,
jurisdiction
of
formation,
and
type
12
of
entity
of
the
parties
each
party
to
the
plan
,
and
of
the
13
resulting
state
bank
of
merger
.
14
b.
The
name,
jurisdiction
of
formation,
and
type
of
entity
15
of
the
resulting
state
bank.
16
b.
c.
The
location
and
the
post
office
address
of
the
17
principal
place
of
business
of
each
party
to
the
plan
of
18
merger
,
and
of
each
additional
office
maintained
by
the
parties
19
to
the
plan
of
merger
,
and
the
location
and
post
office
address
20
of
the
principal
place
of
business
of
the
resulting
state
bank,
21
and
of
each
additional
office
to
be
maintained
by
the
resulting
22
state
bank.
23
c.
d.
The
votes
by
which
the
plan
of
merger
was
adopted,
24
and
the
date
and
place
of
each
meeting
in
connection
with
such
25
adoption.
26
d.
e.
The
number
of
directors
constituting
the
board
of
27
directors,
and
the
names
and
addresses
of
the
individuals
who
28
are
to
serve
as
directors
until
the
next
annual
meeting
of
the
29
shareholders
or
until
their
successors
be
elected
and
qualify.
30
e.
f.
Any
amendment
of
the
articles
of
incorporation
of
the
31
resulting
state
bank.
32
f.
The
plan
of
merger.
33
9.
5.
If
a
proposed
merger
will
result
in
a
national
bank,
34
federal
savings
association,
or
out-of-state
bank,
a
state
bank
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which
is
a
party
to
the
plan
of
merger
shall
do
all
of
the
1
following:
2
a.
Notify
the
superintendent
of
the
proposed
merger.
3
b.
Provide
such
evidence
of
the
adoption
of
the
plan
of
4
merger
as
the
superintendent
may
request.
5
c.
Notify
the
superintendent
of
any
abandonment
or
6
disapproval
of
the
plan
of
merger
.
7
d.
File
with
the
superintendent
and
with
the
secretary
of
8
state
evidence
of
approval
of
the
merger
by
the
comptroller
9
of
the
currency
of
the
United
States
if
the
merger
results
10
in
a
national
bank
or
federal
savings
association,
or
the
11
approval
of
the
merger
by
the
home
state
chartering
authority
12
of
the
resulting
out-of-state
bank
if
the
merger
results
in
an
13
out-of-state
bank
.
14
e.
Notify
the
superintendent
of
the
date
upon
which
the
15
merger
is
to
become
effective.
16
Sec.
118.
Section
524.1403,
Code
2021,
is
amended
to
read
17
as
follows:
18
524.1403
Approval
of
merger
by
superintendent.
19
1.
Upon
receipt
of
an
application
for
approval
of
a
20
merger
and
of
the
supporting
items
required
by
section
21
524.1402,
subsection
3
,
the
superintendent
shall
conduct
22
such
investigation
as
the
superintendent
deems
necessary
to
23
ascertain
the
following:
24
a.
The
articles
of
merger
and
supporting
items
satisfy
the
25
requirements
of
this
chapter
.
26
b.
The
plan
of
merger
and
any
modification
of
the
plan
of
27
merger
adequately
protects
the
interests
of
depositors,
other
28
creditors
and
shareholders.
29
c.
The
requirements
for
a
merger
under
all
applicable
laws
30
have
been
satisfied
and
the
resulting
state
bank
would
satisfy
31
the
requirements
of
this
chapter
with
respect
to
it.
32
d.
The
merger
would
be
consistent
with
adequate
and
33
sound
banking
and
in
the
public
interest
on
the
basis
of
34
the
financial
history
and
condition
of
the
parties
to
the
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plan,
including
the
adequacy
of
the
capital
structure
of
1
the
resulting
state
bank,
the
character
of
the
management
2
of
the
resulting
state
bank,
the
potential
effect
of
the
3
merger
on
competition,
and
the
convenience
and
needs
of
the
4
area
primarily
to
be
served
by
the
resulting
state
bank
,
5
particularly
the
resulting
state
bank’s
plans
to
accept
6
deposits
from,
lend
money
in,
and
process
payments
in
the
area
7
primarily
to
be
served
by
the
resulting
state
bank
.
8
2.
a.
Within
one
hundred
eighty
days
after
acceptance
of
9
the
application
for
processing,
or
within
an
additional
period
10
of
not
more
than
sixty
days
after
receipt
of
an
amendment
of
11
the
application,
the
superintendent
shall
approve
or
disapprove
12
the
application
on
the
basis
of
the
investigation.
The
plan
of
13
merger
shall
not
be
modified
at
any
time
after
approval
of
the
14
application
by
the
superintendent.
15
b.
If
the
superintendent
finds
that
the
superintendent
16
must
act
immediately
on
the
pending
application
in
order
to
17
protect
the
interests
of
depositors
or
the
assets
of
any
18
party
to
the
plan,
the
superintendent
may
proceed
without
19
requiring
publication
of
the
notice
required
under
section
20
524.1402,
subsection
4
.
As
a
condition
of
receiving
the
21
decision
of
the
superintendent
with
respect
to
the
pending
22
application,
the
parties
to
the
plan
of
merger
shall
reimburse
23
the
superintendent
for
all
the
expenses
incurred
in
connection
24
with
the
application.
The
superintendent
shall
give
to
the
25
parties
to
the
plan
of
merger
written
notice
of
the
decision
26
and,
in
the
event
of
disapproval,
a
statement
of
the
reasons
27
for
the
decision.
The
decision
of
the
superintendent
shall
be
28
subject
to
judicial
review
pursuant
to
chapter
17A
.
29
Sec.
119.
Section
524.1404,
Code
2021,
is
amended
to
read
30
as
follows:
31
524.1404
Procedure
after
approval
by
the
superintendent
——
32
issuance
of
certificate
of
merger.
33
If
applicable
state
or
federal
laws
require
the
approval
of
34
the
merger
by
a
federal
or
state
agency,
the
superintendent
may
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withhold
delivery
of
the
approved
articles
of
merger
until
the
1
superintendent
receives
notice
of
the
decision
of
such
agency.
2
If
the
final
approval
of
the
agency
is
not
given
within
six
3
months
of
the
superintendent’s
approval,
the
superintendent
4
shall
notify
the
parties
to
the
plan
of
merger
that
the
5
approval
of
the
superintendent
has
been
rescinded
for
that
6
reason.
If
such
agency
gives
its
approval,
the
superintendent
7
shall
deliver
the
articles
of
merger,
with
the
superintendent’s
8
approval
indicated
on
the
articles,
to
the
secretary
of
state,
9
and
shall
notify
the
parties
to
the
plan
of
merger
.
The
10
receipt
of
the
approved
articles
of
merger
by
the
secretary
of
11
state
constitutes
filing
of
the
articles
of
merger
with
that
12
office.
The
secretary
of
state
shall
record
the
articles
of
13
merger,
and
the
articles
shall
be
filed
and
recorded
in
the
14
office
of
the
county
recorder
in
each
county
in
which
the
15
parties
to
the
plan
had
previously
maintained
a
principal
place
16
of
business.
On
the
date
upon
which
the
merger
is
effective
17
the
secretary
of
state
shall
issue
a
certificate
of
merger
and
18
send
the
same
to
the
resulting
state
bank
and
a
copy
of
the
19
certificate
of
merger
to
the
superintendent.
20
Sec.
120.
Section
524.1405,
subsection
2,
Code
2021,
is
21
amended
by
striking
the
subsection
and
inserting
in
lieu
22
thereof
the
following:
23
2.
When
a
merger
takes
effect,
all
of
the
following
apply:
24
a.
Every
other
financial
institution
to
the
merger
merges
25
into
the
surviving
financial
institution
and
the
separate
26
existence
of
every
party
except
the
surviving
financial
27
institution
ceases.
28
b.
All
property
owned
by,
and
every
contract
right
possessed
29
by,
each
financial
institution
or
other
authorized
entity
that
30
is
a
party
to
the
merger,
other
than
the
resulting
bank,
are
31
the
property
and
contract
rights
of
the
resulting
bank
without
32
transfer,
reversion,
or
impairment.
33
c.
All
debts,
obligations,
and
other
liabilities
of
each
34
financial
institution
or
other
authorized
entity
that
is
a
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party
to
the
merger,
other
than
the
resulting
bank,
are
debts,
1
obligations,
or
liabilities
of
the
resulting
bank.
2
d.
The
name
of
the
survivor
may,
but
need
not
be,
3
substituted
in
any
pending
proceeding
for
the
name
of
any
party
4
to
the
merger
whose
separate
existence
ceased
in
the
merger.
5
e.
For
a
resulting
state
bank,
the
articles
of
incorporation
6
of
the
resulting
state
bank
are
amended
to
the
extent
provided
7
in
the
articles
of
merger.
8
f.
The
articles
of
incorporation
of
a
resulting
state
bank
9
that
is
created
by
the
merger
become
effective.
10
g.
The
shares
of
each
financial
institution
or
authorized
11
entity
that
is
a
party
to
the
merger,
that
are
to
be
converted
12
in
accordance
with
the
terms
of
the
merger
into
any
combination
13
of
shares
or
other
securities,
obligations,
rights
to
acquire
14
shares
or
other
securities,
cash,
or
other
property,
are
15
converted,
and
the
former
holders
of
such
shares
are
entitled
16
only
to
the
rights
provided
in
the
articles
of
merger
or
to
17
their
rights
under
section
524.1406.
18
h.
Except
as
provided
by
law
or
the
terms
of
the
merger,
19
all
the
rights,
privileges,
franchises,
and
immunities
of
each
20
financial
institution
or
other
authorized
entity
that
is
a
21
party
to
the
merger,
other
than
the
resulting
bank,
are
the
22
rights,
privileges,
franchises,
and
immunities
of
the
resulting
23
bank.
24
Sec.
121.
Section
524.1405,
Code
2021,
is
amended
by
adding
25
the
following
new
subsection:
26
NEW
SUBSECTION
.
3.
Upon
request,
the
superintendent
shall
27
expressly
revoke
the
authorization
to
do
business
of
any
state
28
bank
that
is
a
party
to
the
merger,
other
than
the
resulting
29
state
bank,
and
shall
return
the
physical
copy
of
such
state
30
bank’s
authorization
to
do
business
in
a
manner
clearly
31
indicating
that
the
authorization
has
been
revoked.
32
Sec.
122.
Section
524.1406,
Code
2021,
is
amended
to
read
33
as
follows:
34
524.1406
Appraisal
rights
of
shareholders.
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1.
A
shareholder
of
a
state
bank,
which
is
a
party
to
a
1
proposed
merger
plan
of
merger
which
will
result
in
a
state
2
bank
subject
to
this
chapter
,
who
objects
to
the
plan
of
merger
3
is
entitled
to
appraisal
rights
as
provided
in
chapter
490,
4
subchapter
XIII
.
5
2.
If
a
shareholder
of
a
national
bank
which
is
a
party
to
6
a
proposed
merger
plan
of
merger
which
will
result
in
a
state
7
bank,
or
a
shareholder
of
a
state
bank
which
is
a
party
to
a
8
plan
of
merger
which
will
result
in
a
national
bank,
objects
to
9
the
plan
of
merger
and
complies
with
the
requirements
of
the
10
applicable
laws
of
the
United
States,
the
resulting
state
bank
11
or
national
bank,
as
the
case
may
be,
is
liable
for
the
value
of
12
the
shareholder’s
shares
as
determined
in
accordance
with
such
13
laws
of
the
United
States.
14
Sec.
123.
Section
524.1408,
Code
2021,
is
amended
to
read
15
as
follows:
16
524.1408
Merger
of
corporation
or
limited
liability
company
17
substantially
owned
by
a
state
bank.
18
A
state
bank
owning
at
least
ninety
percent
of
the
19
outstanding
shares,
of
each
class,
of
another
corporation
20
or
limited
liability
company
which
it
is
authorized
to
own
21
under
this
chapter
may
merge
the
other
corporation
or
limited
22
liability
company
into
itself
without
approval
by
a
vote
of
23
the
shareholders
of
either
the
state
bank
or
the
subsidiary
24
corporation
or
limited
liability
company.
The
board
of
25
directors
of
the
state
bank
shall
approve
a
plan
of
merger,
26
mail
the
plan
of
merger
to
shareholders
of
record
of
the
27
subsidiary
corporation
or
holders
of
membership
interests
in
28
the
subsidiary
limited
liability
company,
and
prepare
and
29
execute
articles
of
merger
in
the
manner
provided
for
in
30
section
490.1105
.
The
articles
of
merger,
together
with
the
31
applicable
filing
and
recording
fees,
shall
be
delivered
to
32
the
superintendent
who
shall,
if
the
superintendent
approves
33
of
the
proposed
merger
and
if
the
superintendent
finds
the
34
articles
of
merger
satisfy
the
requirements
of
this
section
,
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deliver
them
to
the
secretary
of
state
for
filing
and
recording
1
in
the
secretary
of
state’s
office
,
and
they
shall
be
filed
2
in
the
office
of
the
county
recorder
.
The
secretary
of
state
3
upon
filing
the
articles
of
merger
shall
issue
a
certificate
of
4
merger
and
send
the
certificate
to
the
state
bank
and
a
copy
of
5
it
to
the
superintendent.
6
Sec.
124.
Section
524.1409,
Code
2021,
is
amended
to
read
7
as
follows:
8
524.1409
Conversion
of
national
bank
,
or
federal
savings
9
association
,
out-of-state
bank,
or
state
or
federally
chartered
10
credit
union
into
state
bank.
11
A
national
bank
or
federal
savings
association,
an
12
out-of-state
bank,
or
a
state
or
federally
chartered
credit
13
union
may,
subject
to
the
provisions
of
this
chapter
,
may
14
convert
into
a
state
bank
upon
authorization
by
and
compliance
15
with
the
laws
of
the
United
States,
adoption
of
a
plan
of
16
conversion
by
the
affirmative
vote
of
at
least
a
majority
17
of
its
directors
and
the
holders
of
two-thirds
of
each
18
class
of
its
shares
at
a
meeting
held
upon
not
less
than
ten
19
days’
notice
to
all
shareholders,
and
upon
approval
of
the
20
superintendent.
21
Sec.
125.
Section
524.1410,
Code
2021,
is
amended
to
read
22
as
follows:
23
524.1410
Application
for
approval
by
superintendent.
24
A
national
bank
or
federal
savings
association
,
out-of-state
25
bank,
or
a
state
or
federally
chartered
credit
union
shall
26
make
an
application
to
the
superintendent
for
approval
of
the
27
conversion
in
a
manner
prescribed
by
the
superintendent
and
28
shall
deliver
to
the
superintendent,
when
available:
29
1.
Articles
of
conversion.
30
2.
As
soon
as
available,
proof
of
publication
of
the
notice
31
required
by
section
524.1412
.
32
3.
2.
The
applicable
fee
payable
to
the
secretary
of
state,
33
under
section
490.122
,
for
the
filing
and
recording
of
the
34
articles
of
conversion.
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Sec.
126.
Section
524.1411,
unnumbered
paragraph
1,
Code
1
2021,
is
amended
to
read
as
follows:
2
The
articles
of
conversion
shall
be
signed
by
two
duly
3
authorized
officers
of
the
national
bank
or
federal
savings
4
association
,
out-of-state
bank,
or
state
or
federally
chartered
5
credit
union,
and
shall
contain
all
of
the
following:
6
Sec.
127.
Section
524.1411,
subsection
1,
Code
2021,
is
7
amended
to
read
as
follows:
8
1.
The
name
of
the
national
bank
or
federal
savings
9
association
,
out-of-state
bank,
or
state
or
federally
chartered
10
credit
union,
and
the
name
of
the
resulting
state
bank.
11
Sec.
128.
Section
524.1413,
subsection
2,
Code
2021,
is
12
amended
to
read
as
follows:
13
2.
Within
ninety
days
after
the
application
has
been
14
accepted
for
processing,
the
superintendent
shall
approve
or
15
disapprove
the
application
on
the
basis
of
the
investigation.
16
As
a
condition
of
receiving
the
decision
of
the
superintendent
17
with
respect
to
the
application,
the
national
bank
or
federal
18
savings
association
,
out-of-state
bank,
or
state
or
federally
19
chartered
credit
union
shall
reimburse
the
superintendent
for
20
all
expenses
incurred
in
connection
with
the
application.
21
The
superintendent
shall
give
the
national
bank
or
federal
22
savings
association
,
out-of-state
bank,
or
state
or
federally
23
chartered
credit
union
written
notice
of
the
decision
and,
in
24
the
event
of
disapproval,
a
statement
of
the
reasons
for
the
25
decision.
If
the
superintendent
approves
the
application,
26
the
superintendent
shall
deliver
the
articles
of
conversion,
27
with
the
superintendent’s
approval
indicated
on
the
articles
28
of
conversion,
to
the
secretary
of
state.
The
decision
29
of
the
superintendent
shall
be
subject
to
judicial
review
30
pursuant
to
chapter
17A
.
Notwithstanding
the
terms
of
the
31
Iowa
administrative
procedure
Act,
chapter
17A
,
a
petition
for
32
judicial
review
must
be
filed
within
thirty
days
after
the
33
superintendent
notifies
the
national
bank
or
federal
savings
34
association
of
the
superintendent’s
decision.
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Sec.
129.
Section
524.1414,
Code
2021,
is
amended
to
read
1
as
follows:
2
524.1414
Receipt
by
secretary
of
state
——
county
recorder
.
3
The
receipt
of
the
approved
articles
of
conversion
by
4
the
secretary
of
state
constitutes
filing
of
the
articles
of
5
conversion
with
that
office.
The
secretary
of
state
shall
6
record
the
articles
of
conversion
and
the
articles
shall
be
7
filed
and
recorded
in
the
office
of
the
county
recorder
in
the
8
county
in
which
the
resulting
state
bank
has
its
principal
9
place
of
business.
10
Sec.
130.
Section
524.1415,
Code
2021,
is
amended
to
read
11
as
follows:
12
524.1415
Effect
of
filing
of
articles
of
conversion
with
13
secretary
of
state.
14
1.
The
conversion
is
effective
upon
the
filing
of
the
15
articles
of
conversion
with
the
secretary
of
state,
or
at
any
16
later
date
and
time
as
specified
in
the
articles
of
conversion.
17
The
acknowledgment
of
filing
is
conclusive
evidence
of
the
18
performance
of
all
conditions
required
by
this
chapter
for
19
conversion
of
a
national
bank
or
federal
savings
association
,
20
out-of-state
bank,
or
state
or
federally
chartered
credit
union
21
into
a
state
bank,
except
as
against
the
state.
22
2.
When
a
conversion
becomes
effective,
the
existence
of
23
the
national
bank
or
federal
savings
association
,
out-of-state
24
bank,
or
state
or
federally
chartered
credit
union
shall
25
continue
in
the
resulting
state
bank
which
shall
have
all
the
26
property,
rights,
powers,
and
duties
of
the
national
bank
or
27
federal
savings
association,
out-of-state
bank,
or
state
or
28
federally
chartered
credit
union,
except
that
the
resulting
29
state
bank
shall
have
only
the
authority
to
engage
in
such
30
business
and
exercise
such
powers
as
it
would
have,
and
shall
31
be
subject
to
the
same
prohibitions
and
limitations
to
which
32
it
would
be
subject,
upon
original
incorporation
under
this
33
chapter
.
The
articles
of
incorporation
of
the
resulting
34
state
bank
shall
be
the
provisions
stated
in
the
articles
of
35
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conversion.
1
3.
A
liability
of
the
national
bank
or
federal
savings
2
association
,
out-of-state
bank,
or
state
or
federally
chartered
3
credit
union
,
or
of
the
national
bank’s
or
federal
savings
4
association’s
,
out-of-state
bank’s,
or
state
or
federally
5
chartered
credit
union’s
shareholders,
directors,
or
officers,
6
is
not
affected
by
the
conversion.
A
lien
on
any
property
of
7
the
national
bank
or
federal
savings
association
,
out-of-state
8
bank,
or
state
or
federally
chartered
credit
union
is
not
9
impaired
by
the
conversion.
A
claim
existing
or
action
pending
10
by
or
against
the
national
bank
or
federal
savings
association
,
11
out-of-state
bank,
or
state
or
federally
chartered
credit
union
12
may
be
prosecuted
to
judgment
as
if
the
conversion
had
not
13
taken
place,
or
the
resulting
state
bank
may
be
substituted
in
14
its
place.
15
4.
The
title
to
all
real
estate
and
other
property
owned
by
16
the
converting
national
bank
or
federal
savings
association
,
17
out-of-state
bank,
or
state
or
federally
chartered
credit
union
18
is
vested
in
the
resulting
state
bank
without
reversion
or
19
impairment.
20
Sec.
131.
Section
524.1416,
Code
2021,
is
amended
by
adding
21
the
following
new
subsection:
22
NEW
SUBSECTION
.
3.
Upon
request,
the
superintendent
shall
23
expressly
revoke
the
authorization
to
do
business
of
any
state
24
bank
that
converts
into
a
national
bank
or
federal
savings
25
association
pursuant
to
this
section
and
shall
return
the
26
physical
copy
of
such
state
bank’s
authorization
to
do
business
27
in
a
manner
clearly
indicating
that
the
authorization
has
been
28
revoked.
29
Sec.
132.
Section
524.1417,
subsection
2,
Code
2021,
is
30
amended
to
read
as
follows:
31
2.
If
a
shareholder
of
a
national
bank
,
or
federal
savings
32
association
,
or
out-of-state
bank,
or
a
member
of
a
state
or
33
federally
chartered
credit
union,
that
converts
into
a
state
34
bank
objects
to
the
plan
of
conversion
and
complies
with
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the
requirements
of
applicable
laws
of
the
United
States,
1
the
resulting
state
bank
is
liable
for
the
value
of
the
2
shareholder’s
shares
as
determined
in
accordance
with
such
laws
3
of
the
United
States.
4
Sec.
133.
Section
524.1421,
subsection
2,
paragraph
d,
Code
5
2021,
is
amended
to
read
as
follows:
6
d.
The
applicable
fee
payable
to
the
secretary
of
state,
7
under
section
490.122
,
for
the
filing
and
recording
of
the
8
articles
of
conversion.
9
Sec.
134.
Section
524.1422,
Code
2021,
is
amended
to
read
10
as
follows:
11
524.1422
Notice
of
mutual
to
stock
conversion.
12
Within
thirty
days
after
an
application
for
conversion
has
13
been
accepted
for
processing,
the
mutual
corporation,
mutual
14
holding
company,
federal
mutual
association,
or
federal
mutual
15
holding
company
shall
publish
a
notice
of
the
delivery
of
the
16
articles
of
conversion
to
the
superintendent
in
a
newspaper
of
17
general
circulation
published
in
the
municipal
corporation
or
18
unincorporated
area
in
which
the
mutual
corporation,
mutual
19
holding
company,
federal
mutual
association,
or
federal
mutual
20
holding
company
has
its
principal
place
of
business,
or
if
21
there
is
none,
a
newspaper
of
general
circulation
published
22
in
the
county,
or
in
a
county
adjoining
the
county,
in
which
23
the
mutual
corporation,
mutual
holding
company,
federal
24
mutual
association,
or
federal
mutual
holding
company
has
its
25
principal
place
of
business.
A
copy
of
the
notice
shall
also
26
be
posted
on
the
internet
site
of
the
mutual
corporation,
27
mutual
holding
company,
federal
mutual
association,
or
federal
28
mutual
holding
company
for
at
least
thirty
days.
The
notice
29
shall
set
forth
the
information
required
by
the
superintendent.
30
Sec.
135.
Section
524.1502,
subsection
3,
Code
2021,
is
31
amended
to
read
as
follows:
32
3.
Adoption
of
each
amendment
shall
require
the
affirmative
33
vote
of
the
holders
of
a
majority
of
the
shares
entitled
34
to
vote
thereon
and,
if
any
class
or
series
is
entitled
to
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vote
thereon
on
the
amendment
as
a
class
separate
group
,
the
1
affirmative
vote
of
the
holders
of
a
majority
of
the
shares
of
2
each
class
or
series
entitled
to
vote
thereon
as
a
class
on
the
3
amendment
by
that
separate
group
.
4
Sec.
136.
Section
524.1503,
subsections
1,
3,
and
4,
Code
5
2021,
are
amended
to
read
as
follows:
6
1.
The
holders
of
the
outstanding
shares
of
a
class
are
7
entitled
to
vote
as
a
separate
voting
group
on
a
proposed
8
amendment
if
the
amendment
does
would
do
any
of
the
following:
9
a.
Increases
Increase
or
decreases
decrease
the
aggregate
10
number
of
authorized
shares
of
the
class.
11
b.
Increases
Increase
or
decreases
decrease
the
par
value
of
12
the
shares
of
the
class.
13
c.
Effects
Effect
an
exchange
or
reclassification
of
all
or
14
part
of
the
shares
of
the
class
into
shares
of
another
class
15
or
effects
a
cancellation
of
all
or
part
of
the
shares
of
the
16
class.
17
d.
Effects
Effect
an
exchange
or
reclassification,
or
18
creates
the
right
of
exchange,
of
all
or
part
of
the
shares
of
19
another
class
into
shares
of
that
class.
20
e.
Changes
Change
the
designation,
rights,
preferences,
or
21
limitations
of
all
or
part
of
the
shares
of
the
class.
22
f.
Changes
Change
the
shares
of
all
or
part
of
the
class
23
into
a
different
number
of
shares
of
the
same
class.
24
g.
Creates
Create
a
new
class
of
shares
having
rights
or
25
preferences
with
respect
to
distributions
or
to
dissolution
26
that
are
prior,
superior,
or
substantially
equal
to
the
shares
27
of
the
class.
28
h.
Increases
Increase
the
rights,
preferences,
or
number
29
of
authorized
shares
of
any
class
that,
after
giving
effect
30
to
the
amendment,
have
rights
or
preferences
with
respect
to
31
distributions
or
to
dissolution
that
are
prior,
superior,
or
32
substantially
equal
to
the
shares
of
the
class.
33
i.
Limits
Limit
or
denies
deny
an
existing
preemptive
right
34
of
all
or
part
of
the
shares
of
the
class.
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j.
Cancels
Cancel
or
otherwise
affects
affect
rights
to
1
distributions
or
dividends
that
have
accumulated
but
not
yet
2
been
declared
on
all
or
part
of
the
shares
of
the
class.
3
3.
If
a
proposed
amendment
that
entitles
two
or
more
classes
4
or
series
of
shares
to
vote
as
separate
voting
groups
under
5
this
section
would
affect
those
two
or
more
classes
or
series
6
in
the
same
or
a
substantially
similar
way,
the
shares
of
all
7
the
classes
or
series
so
affected
must
vote
together
as
a
8
single
voting
group
on
the
proposed
amendment.
9
4.
A
class
or
series
of
shares
is
entitled
to
the
voting
10
rights
granted
by
this
section
although
even
if
the
articles
of
11
incorporation
provide
that
the
shares
are
nonvoting
shares.
12
Sec.
137.
Section
524.1504,
subsection
1,
paragraphs
c
and
13
e,
Code
2021,
are
amended
to
read
as
follows:
14
c.
The
text
of
each
amendment
adopted
,
which
shall
be
set
15
forth
in
full
.
16
e.
For
a
state
bank
incorporated
as
a
stock
corporation,
the
17
number
of
shares
entitled
to
vote
on
the
amendment,
and
if
the
18
shares
of
any
class
are
entitled
to
vote
thereon
as
a
class,
19
the
number
of
shares
of
each
class.
For
a
mutual
corporation,
20
the
number
of
member
votes
entitled
to
be
cast.
21
Sec.
138.
Section
524.1504,
subsection
2,
Code
2021,
is
22
amended
to
read
as
follows:
23
2.
The
articles
of
amendment
shall
be
delivered
to
the
24
superintendent
together
with
the
applicable
fees
for
the
filing
25
and
recording
of
the
articles
of
amendment.
26
Sec.
139.
Section
524.1506,
subsection
1,
Code
2021,
is
27
amended
to
read
as
follows:
28
1.
The
secretary
of
state
shall
record
the
articles
of
29
amendment,
and
the
articles
of
amendment
shall
be
filed
in
the
30
office
of
the
county
recorder
in
the
county
in
which
the
state
31
bank
has
its
principal
place
of
business.
The
secretary
of
32
state
upon
the
filing
of
the
articles
of
amendment
shall
issue
33
a
certificate
of
amendment
and
send
the
same
to
the
state
bank.
34
Sec.
140.
Section
524.1508,
subsection
4,
Code
2021,
is
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amended
to
read
as
follows:
1
4.
The
restated
articles
of
incorporation
shall
be
2
delivered
to
the
superintendent
together
with
the
applicable
3
fees
for
the
filing
and
recording
of
the
restated
articles
4
of
incorporation.
The
superintendent
shall
conduct
such
5
investigation
and
give
approval
or
disapproval,
as
provided
in
6
section
524.1505
.
If
the
superintendent
approves
the
restated
7
articles
of
incorporation,
the
superintendent
shall
deliver
8
them
with
the
written
approval
on
the
restated
articles
of
9
incorporation
to
the
secretary
of
state
for
filing
,
and
the
10
restated
articles
of
incorporation
shall
be
filed
in
the
office
11
of
the
county
recorder
.
The
secretary
of
state
upon
filing
12
the
restated
articles
of
incorporation
shall
issue
a
restated
13
certificate
of
incorporation
and
send
the
certificate
to
the
14
state
bank
or
its
representative.
15
Sec.
141.
Section
524.1601,
Code
2021,
is
amended
by
adding
16
the
following
new
subsections:
17
NEW
SUBSECTION
.
5.
In
addition
to
the
criminal
penalties
18
provided
in
subsections
1,
2,
3,
and
4,
the
superintendent
may
19
impose
a
civil
penalty
on
any
director,
officer,
or
employee
20
of
a
state
bank
or
bank
holding
company
for
any
violation
21
enumerated
in
subsection
1,
2,
3,
or
4.
The
amount
of
the
22
civil
penalty
imposed
shall
be
determined
in
the
same
manner
23
as
prescribed
by
those
subsections
for
calculating
criminal
24
penalties.
25
NEW
SUBSECTION
.
6.
The
superintendent
may
impose
an
initial
26
civil
penalty
of
up
to
five
hundred
thousand
dollars
on
any
27
director
or
officer
of
a
state
bank
which
closes
a
transaction
28
without
first
receiving
the
approval
of
the
superintendent
29
in
violation
of
section
524.1304,
524.1309,
524.1403,
or
30
524.1408,
or
which
closes
a
transaction
in
violation
of
section
31
524.1401,
subsection
2.
The
superintendent
may
also
impose
a
32
civil
penalty
of
up
to
ten
thousand
dollars
on
any
director
or
33
officer
of
a
state
bank
for
each
day
on
which
the
state
bank
34
operates
after
closing
a
transaction
without
first
receiving
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the
approval
of
the
superintendent
in
violation
of
section
1
524.1304,
524.1309,
524.1403,
or
524.1408,
or
which
closes
a
2
transaction
in
violation
of
section
524.1401,
subsection
2.
3
Civil
penalties
imposed
on
a
director
or
officer
of
a
state
4
bank
in
accordance
with
this
subsection
shall
be
in
addition
5
to
any
penalties
imposed
on
any
other
director
or
officer
of
6
the
state
bank
pursuant
to
this
subsection
or
on
the
state
bank
7
pursuant
to
section
524.1602,
subsection
2.
8
Sec.
142.
Section
524.1602,
Code
2021,
is
amended
to
read
9
as
follows:
10
524.1602
Penalties
applicable
to
state
bank.
11
1.
The
superintendent
may
impose
a
penalty
on
a
state
bank
12
of
up
to
one
thousand
dollars
for
each
day:
13
1.
a.
That
it
holds
investments
for
its
own
account
in
14
bonds
or
securities
in
violation
of
section
524.901
.
15
2.
b.
On
which
it
accepts
and
holds
drafts
in
violation
of
16
section
524.903
.
17
3.
c.
On
which
it
has
money
loaned,
credit
extended
or
18
holds
discounted
or
purchased
evidences
of
indebtedness
or
19
agreements
for
the
payment
of
money,
in
violation
of
sections
20
524.904
through
524.907
.
21
4.
d.
On
which
it
has
money
loaned,
invested
or
is
22
otherwise
in
violation
of
section
524.1102
or
524.1104
.
23
5.
e.
On
which
it
publishes,
disseminates,
or
distributes
24
any
advertising
containing
any
false,
misleading,
or
deceptive
25
statements
concerning
rates,
terms,
and
conditions
on
which
26
loans
are
made
or
deposits
are
received,
in
violation
of
27
section
524.1606
.
28
2.
The
superintendent
may
impose
an
initial
penalty
of
29
up
to
five
hundred
thousand
dollars
on
a
state
bank
which
30
closes
a
transaction
without
first
receiving
the
approval
31
of
the
superintendent
in
violation
of
section
524.1304,
32
524.1309,
524.1403,
or
524.1408,
or
which
closes
a
transaction
33
in
violation
of
section
524.1401,
subsection
2.
The
34
superintendent
may
also
impose
a
penalty
on
a
state
bank
of
up
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to
ten
thousand
dollars
for
each
day
on
which
it
operates
after
1
closing
a
transaction
without
first
receiving
the
approval
of
2
the
superintendent
in
violation
of
section
524.1304,
524.1309,
3
524.1403,
or
524.1408,
or
which
closes
a
transaction
in
4
violation
of
section
524.1401,
subsection
2.
5
Sec.
143.
Section
524.1801,
unnumbered
paragraph
1,
Code
6
2021,
is
amended
to
read
as
follows:
7
As
used
in
this
chapter
subchapter
unless
the
context
8
otherwise
requires:
9
Sec.
144.
Section
524.1802,
subsection
1,
paragraph
h,
Code
10
2021,
is
amended
to
read
as
follows:
11
h.
“Incorporated
in
any
state”
means
a
limited
liability
12
company
organized
as
a
state
bank
under
this
chapter
and
a
13
limited
liability
company
organized
as
a
state
bank
under
the
14
laws
of
any
state
as
defined
in
12
U.S.C.
§1813(a)(3).
15
Sec.
145.
Section
524.1805,
subsections
1,
2,
3,
4,
and
5,
16
Code
2021,
are
amended
by
striking
the
subsections.
17
Sec.
146.
Section
524.2001,
Code
2021,
is
amended
to
read
18
as
follows:
19
524.2001
Applicability
of
other
chapters.
20
Chapters
489,
490
,
491
,
492
,
and
493
do
not
apply
to
banks
21
except
as
provided
by
this
chapter
.
22
Sec.
147.
REPEAL.
Sections
524.226,
524.302A,
524.314,
23
524.315,
524.1008,
524.1205,
and
524.1412,
Code
2021,
are
24
repealed.
25
EXPLANATION
26
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
27
the
explanation’s
substance
by
the
members
of
the
general
assembly.
28
This
bill
relates
to
banks,
makes
appropriations,
provides
29
penalties,
and
makes
penalties
applicable.
30
The
bill
modifies
numerous
provisions
of
Code
chapter
524,
31
and
makes
conforming
changes
to
Code
sections
12.61,
422.61,
32
and
453A.8.
33
The
bill
adds
the
following
new
defined
terms
to
Code
section
34
524.103:
“affiliate”,
“national
bank”,
“out-of-state
bank”,
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and
“safe
deposit
box”.
Additionally,
the
bill
modifies
the
1
following
defined
terms
in
Code
section
524.103:
“articles
2
of
incorporation”,
“bank”,
“board
of
directors”,
“business
3
of
banking”,
“calculation
date”,
“chief
executive
officer”,
4
“contractual
commitment
to
advance
funds”,
“director”,
5
“executive
officer”,
“insured
bank”,
“member”,
“membership
6
interest”,
“officer”,
“operations
subsidiary”,
“shareholder”,
7
“shares”,
“state
bank”,
“supervised
financial
organization”,
8
and
“unincorporated
area”.
The
bill
strikes
from
Code
section
9
524.103
the
term
“manager”.
10
The
bill
establishes
who
will
serve
as
the
superintendent
11
of
banking
when
the
office
is
vacant
or
the
superintendent
is
12
unable
to
serve.
The
bill
modifies
the
rights
and
obligations
13
of
the
superintendent,
including
the
superintendent’s
rights
14
and
obligations
with
respect
to
ordering
a
state
bank
to
cease
15
to
carry
on
business.
Additionally,
the
bill
amends
Code
16
section
524.207,
which
appropriates
money
from
the
department
17
of
commerce
revolving
fund
to
the
division
of
banking.
The
18
bill
provides
that
the
amount
of
the
appropriation
from
the
19
department
of
commerce
revolving
fund
is
determined
by
the
20
amount
of
fees
and
assessments
paid
to
the
superintendent.
21
The
bill
modifies
the
type
of
entity
a
state
bank
may
utilize
22
when
incorporating
and
modifies
the
steps
in
the
incorporation
23
process.
24
The
bill
amends
provisions
of
Code
chapter
524,
subchapter
25
V,
related
to
fractional
shares,
record
dates,
voting
lists,
26
share
information
that
is
required
to
be
included
in
the
state
27
bank’s
articles
of
incorporation,
and
voting
by
a
member
of
a
28
mutual
corporation.
29
The
bill
provides
for
the
participation
in
a
meeting
of
30
the
directors
and
the
notice
required
in
conjunction
with
31
the
meetings.
Additionally,
the
bill
establishes
who
may
32
administer
an
oath
to
a
director.
33
The
bill
modifies
provisions
relating
to
the
decisions
of
34
officers
that
do
not
require
shareholder
approval.
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The
bill
establishes
the
types
and
amounts
of
assets
that
1
state
banks
are
authorized
to
hold
and
invest
in.
The
bill
2
authorizes
state
banks
to
conduct
certain
activities
in
3
electronic
form.
Additionally,
the
bill
modifies
provisions
4
related
to
safe
deposit
boxes.
5
The
bill
amends
provisions
related
to
a
state
bank’s
ability
6
to
invest
in
certain
public
welfare
investments,
when
a
state
7
bank
may
purchase
cash
value
life
insurance
contracts,
and
8
real
property
purchased
by
a
state
bank
at
a
foreclosure
sale.
9
Additionally,
the
bill
modifies
provisions
related
to
the
10
granting
of
loans
and
extensions
of
credit
by
a
state
bank.
11
The
bill
modifies
provisions
related
to
when
a
state
bank
12
is
required
to
cease
acting
as
a
fiduciary,
the
duties
of
a
13
temporary
fiduciary,
the
voluntary
relinquishment
of
fiduciary
14
capacity,
and
the
succession
of
fiduciary
accounts.
15
The
bill
requires
that
fees
paid
to
an
affiliate
must
be
made
16
in
compliance
with
12
U.S.C.
§371c
and
12
U.S.C.
§371c-1.
17
The
bill
amends
provisions
related
to
the
superintendent’s
18
authority
over
out-of-state
offices
of
a
state
bank.
19
Additionally,
the
bill
establishes
where
data
processing
20
services
may
take
place.
The
bill
requires
a
bank
doing
21
business
in
this
state
electronically
to
identify
its
legally
22
chartered
name
in
any
online
interface.
23
The
bill
makes
syntax
and
terminology
changes
to
Code
24
sections
524.1301,
524.1303,
524.1305,
and
524.1306.
25
Additionally,
the
bill
modifies
provisions
related
to
a
state
26
bank
ceasing
to
carry
on
the
business
of
banking
and
continuing
27
as
a
corporation.
28
The
bill
modifies
provisions
relating
to
the
types
of
29
entities
that
may
merge
into
a
state
bank
and
the
types
of
30
entities
a
state
bank
may
merge
into.
The
bill
establishes
31
information
that
must
be
included
in
the
articles
of
merger
and
32
the
plan
of
merger.
Additionally,
the
bill
provides
for
the
33
types
of
entities
that
may
convert
into
a
state
bank
and
the
34
requirements
related
to
articles
of
conversion.
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The
bill
modifies
provisions
related
to
the
affirmative
vote
1
required
of
a
class
or
series
of
shares
to
adopt
an
amendment
2
to
the
state
bank’s
articles
of
incorporation.
The
bill
makes
3
syntax
and
terminology
changes
to
Code
section
524.1503.
4
The
bill
authorizes
the
superintendent
to
impose
civil
5
penalties
on
a
director,
officer,
or
employee
of
a
state
bank
6
or
bank
holding
company
in
enumerated
instances.
7
The
bill
strikes
subsections
1
through
5
from
Code
8
section
524.1805,
which
provide
restrictions
on
mergers
and
9
acquisitions.
10
The
bill
modifies
Code
section
524.2001
to
strike
the
11
reference
to
Code
chapter
489,
the
revised
uniform
limited
12
liability
company
Act.
13
The
bill
repeals
Code
section
524.226,
which
provides
for
14
the
management
of
a
state
bank
by
the
superintendent
after
15
taking
over
the
management
of
the
property
and
business
of
the
16
state
bank.
17
The
bill
repeals
Code
section
524.302A,
which
provides
for
18
the
requirements
associated
with
articles
of
incorporation
for
19
state
banks
organized
as
limited
liability
companies.
20
The
bill
repeals
Code
section
524.314,
which
provides
for
21
the
renewal
of
the
corporate
existence
of
state
banks
existing
22
and
operating
on
January
1,
1970.
23
The
bill
repeals
Code
section
524.315,
which
provides
that
24
state
banks
organized
as
limited
liability
companies
are
also
25
subject
to
Code
chapter
489.
26
The
bill
repeals
Code
section
524.1008,
which
provides
for
27
the
succession
of
fiduciary
accounts
to
an
independent
bank.
28
The
bill
repeals
Code
section
524.1205,
which
allows
a
state
29
bank
to
acquire,
establish,
operate,
or
relocate
a
branch
in
30
a
state
other
than
this
state.
31
The
bill
repeals
Code
section
524.1412,
which
provides
for
32
publication
of
notice
after
the
superintendent
accepted
the
33
application
for
conversion.
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