The Florida Senate

655.005  Definitions.--

(1)  As used in the financial institutions codes, unless the context otherwise requires, the term:

(a)  "Affiliate" means any financial institution holding company pursuant to federal law or any subsidiary or service corporation of such a holding company.

(b)  "Appropriate federal regulatory agency" means the financial institution regulatory agency granted federal statutory authority over a financial institution.

(c)  "Capital accounts" means unimpaired capital stock, unimpaired surplus, and undivided profits or retained earnings of a financial institution.

(d)  "Capital stock" means the aggregate of shares of nonwithdrawable capital issued.

(e)  "Commission" means the Financial Services Commission.

(f)  "Executive officer" means an individual, whether or not the individual has an official title or receives a salary or other compensation, who participates or has authority to participate, other than in the capacity of a director, in major policymaking functions of the financial institution; the term does not include an individual who may have an official title and may exercise discretion in the performance of duties and functions, including discretion in the making of loans, but who does not participate in the determination of major policies of the financial institution and whose decisions are limited by policy standards established by officers other than such individual, whether or not such policy standards have been adopted by the board of directors. The chair of the board, the president, and every executive vice president of a financial institution, and the senior trust officer of a trust company, are presumed to be executive officers unless any such officer is excluded, by resolution of the board of directors or by the bylaws of the financial institution, from participating, other than in the capacity of a director, in major policymaking functions of the financial institution and the individual holding such office so excluded does not actually participate therein.

(g)  "Federal financial institution" means a federally or nationally chartered or organized association, bank, savings bank, or credit union.

(h)  "Financial institution" means a state or federal association, bank, savings bank, trust company, international bank agency, international branch, representative office or international administrative office, or credit union.

(i)  "Financial institution-affiliated party" means:

1.  Any director, officer, employee, or controlling stockholder (other than a financial institution holding company) of, or agent for, a financial institution, subsidiary, or service corporation;

2.  Any other person who has filed or is required to file a change-of-control notice with the appropriate state or federal regulatory agency;

3.  Any stockholder (other than a financial institution holding company), any joint venture partner, or any other person as determined by the office who participates in the conduct of the affairs of a financial institution, subsidiary, or service corporation; or

4.  Any independent contractor (including any attorney, appraiser, consultant, or accountant) who knowingly or recklessly participates in:

a.  Any violation of any law or regulation;

b.  Any breach of fiduciary duty; or

c.  Any unsafe and unsound practice,

which caused or is likely to cause more than a minimal financial loss to, or a significant adverse effect on, the financial institution, subsidiary, or service corporation.

(j)  "Financial institutions codes" means:

1.  Chapter 655, relating to financial institutions generally;

2.  Chapter 657, relating to credit unions;

3.  Chapter 658, relating to banks and trust companies;

4.  Chapter 660, relating to trust business;

5.  Chapter 663, relating to international banking corporations;

6.  Chapter 665, relating to associations; and

7.  Chapter 667, relating to savings banks.

(k)  "Imminently insolvent" means a condition in which a financial institution has total capital accounts, or equity in the case of a credit union, of less than 2 percent of its total assets, after adjustment for apparent losses.

(l)  "Insolvent" means a condition in which:

1.  The capital accounts, or equity in the case of a credit union, and all assets of a financial institution are insufficient to meet liabilities;

2.  The financial institution is unable to meet current obligations as they mature, even though assets may exceed liabilities; or

3.  The capital accounts, or equity in the case of a credit union, of a financial institution are exhausted by losses and no immediate prospect of replacement exists.

(m)  "Main office" or "principal office" of a financial institution means the main business office designated or provided for in the articles of incorporation or bylaws of a financial institution at such identified location as has been or is hereafter approved by the Office of Financial Regulation, in the case of a state financial institution, or by the appropriate federal regulatory agency, in the case of a federal financial institution; and, with respect to the trust department of a bank or association that has trust powers, each of these terms means the office or place of business of the trust department at such identified location, which need not be the same location as the main office of the bank or association exclusive of the trust department, as has been or is hereafter approved by the Office of Financial Regulation, in the case of a state bank or association that has a trust department, or by the appropriate federal regulatory agency, in the case of a national bank or federal association that has a trust department. "Main office" or "principal office" of a trust company means the office designated or provided for as such in its articles of incorporation, at such identified location as has been or is hereafter approved by the relevant chartering authority.

(n)  "Officer" of a financial institution means any individual duly elected or appointed to, or otherwise performing the duties and functions appropriate to, any position or office having the designation or title of chair of the board of directors, vice chair of the board of directors, chair of the executive committee, president, vice president, assistant vice president, cashier or assistant cashier, comptroller, assistant comptroller, trust officer, assistant trust officer, secretary or assistant secretary (of a trust company), or any other office or officer designated in, or as provided by, the articles of incorporation or bylaws.

(o)  "Service corporation" means a corporation that is organized to perform, for two or more financial institutions, services related or incidental to the business of a financial institution and that is wholly or partially owned or controlled by one or more financial institutions.

(p)  "State financial institution" means a state-chartered or state-organized association, bank, investment company, trust company, international bank agency, international branch, international representative office, international administrative office, or credit union.

(q)  "Subsidiary" means any organization permitted by the office which is controlled by a financial institution.

(r)  "Unsafe or unsound practice" means any practice or conduct found by the office to be contrary to generally accepted standards applicable to the specific financial institution, or a violation of any prior order of a state or federal regulatory agency, which practice, conduct, or violation creates the likelihood of loss, insolvency, or dissipation of assets or otherwise prejudices the interest of the specific financial institution or its depositors or members. In making this determination, the office must consider the size and condition of the financial institution, the gravity of the violation, and the prior conduct of the person or institution involved.

(s)  "Office" means the Office of Financial Regulation.

(2)  Terms which are defined in the financial institutions codes, unless the context otherwise requires, have the meanings ascribed to them therein.

History.--s. 1, ch. 80-273; s. 1, ch. 85-65; s. 1, ch. 91-307; ss. 1, 7, ch. 92-303; s. 1, ch. 93-111; s. 2, ch. 97-30; s. 519, ch. 97-102; s. 1700, ch. 2003-261; s. 5, ch. 2004-340; s. 88, ch. 2004-390; s. 1, ch. 2005-181.