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House Bill 0541er

ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 2 An act relating to the management and 3 regulation of financial institutions; amending 4 s. 280.02, F.S.; revising a definition; 5 amending s. 280.03, F.S.; allowing for the 6 deposit of state and local government funds in 7 qualified public depositories; amending s. 8 655.005, F.S.; revising definitions; amending 9 s. 655.0322, F.S.; applying prohibited acts and 10 practices provisions to state or federal 11 savings banks; providing penalties; amending s. 12 655.045, F.S.; deleting a report requirement; 13 amending s. 655.41, F.S.; revising a 14 definition; amending s. 655.414, F.S.; 15 requiring approval by the Department of Banking 16 and Finance for a financial entity to acquire 17 certain financial entities; providing for a 18 nonrefundable filing fee; deleting a 19 requirement to file a separate application for 20 each branch office; amending s. 658.21, F.S.; 21 revising criteria for approval of applications; 22 amending s. 658.23, F.S.; clarifying 23 information required in articles of 24 incorporation; amending s. 658.26, F.S.; 25 providing for approval of a branch application 26 under certain circumstances; revising 27 provisions providing for relocation of certain 28 offices in this state; providing a definition; 29 amending s. 658.295, F.S.; revising certain 30 acquisition criteria; deleting an obsolete 31 provision; amending s. 658.2953, F.S.; 1 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 correcting a threshold date reference; deleting 2 certain requirements for notice of 3 establishment and maintenance of a branch in 4 this state by an out-of-state bank; revising 5 certain filing requirements and trust powers; 6 amending s. 658.73, F.S.; revising application 7 fee provisions; providing for partial refund 8 under certain circumstances; amending s. 9 663.06, F.S.; providing for indefinite 10 operation of an international banking 11 corporation; deleting temporary operation 12 provisions; amending s. 663.12, F.S.; 13 clarifying certain filing fee provisions; 14 creating ss. 667.001-667.013, F.S.; providing a 15 short title; providing definitions; providing 16 applicability; providing for a name; providing 17 for reorganization, merger, or consolidation; 18 providing for conversion of certain banks or 19 associations to capital stock savings banks; 20 providing requirements; imposing a fee; 21 providing powers and duties of the department 22 under certain circumstances; providing for 23 acquisition of assets or control of savings 24 banks; providing criteria and requirements; 25 specifying powers of savings banks; providing 26 for loans and loan expenses; providing for 27 dealing with successors in interest; providing 28 for foreign savings banks; amending s. 737.101, 29 F.S.; clarifying application of principal place 30 of administration provisions to certain trusts; 31 exempting certain financial institutions 2 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 resulting from an interstate merger transaction 2 from certain prohibitions; providing for future 3 repeal; repealing s. 658.295(6)(e), F.S., 4 relating to certain notice of acquisitions; 5 providing effective dates. 6 7 Be It Enacted by the Legislature of the State of Florida: 8 9 Section 1. Effective July 1, 1997, subsection (16) of 10 section 280.02, Florida Statutes, 1996 Supplement, is amended 11 to read: 12 280.02 Definitions.--As used in this chapter, the 13 term: 14 (16) "Qualified public depository" means any bank, 15 savings bank, or savings association that: 16 (a) Is organized and exists under the laws of the 17 United States, the laws of this state or any other state or 18 territory of the United States. 19 (b) Has its principal place of business in this state 20 or has a branch office in this state which is authorized under 21 the laws of this state or of the United States to receive 22 deposits in this state. 23 (c) Has deposit insurance under the provision of the 24 Federal Deposit Insurance Act, as amended, 12 U.S.C. ss. 1811 25 et seq. 26 (d) Meets all the requirements of this chapter. 27 (e) Has been designated by the Treasurer as a 28 qualified public depository organized and existing under the 29 laws of this state and any bank or savings association 30 organized under the laws of the United States that has its 31 principal place of business in this state or has a branch 3 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 office which is authorized under the laws of this state or of 2 the United States to receive deposits in this state, that 3 meets all of the requirements of this chapter, and that has 4 been designated by the Treasurer as a qualified public 5 depository. 6 Section 2. Paragraphs (g), (h), and (j) of subsection 7 (1) of section 655.005, Florida Statutes, are amended to read: 8 655.005 Definitions.-- 9 (1) As used in the financial institutions codes, 10 unless the context otherwise requires, the term: 11 (g) "Federal financial institution" means a federally 12 or nationally chartered or organized association, bank, 13 savings bank, or credit union. 14 (h) "Financial institution" means a state or federal 15 association, bank, savings bank, trust company, international 16 bank agency, representative office or international 17 administrative office, or credit union. 18 (j) "Financial institutions codes" means: 19 1. Chapter 655, relating to financial institutions 20 generally; 21 2. Chapter 657, relating to credit unions; 22 3. Chapter 658, relating to banks and trust companies; 23 4. Chapter 660, relating to trust business; 24 5. Chapter 663, relating to international banking 25 corporations; and 26 6. Chapter 665, relating to associations; and. 27 7. Chapter 667, relating to savings banks. 28 Section 3. Subsection (1) of section 655.0322, Florida 29 Statutes, is amended to read: 30 655.0322 Prohibited acts and practices; criminal 31 penalties.-- 4 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (1) As used in this section, the term "financial 2 institution" means a financial institution as defined in s. 3 655.50 which includes a state trust company, state or national 4 bank, state or federal association, state or federal savings 5 bank, state or federal credit union, Edge Act or agreement 6 corporation, international bank agency, representative office 7 or administrative office or other business entity as defined 8 by the department by rule, whether organized under the laws of 9 this state, the laws of another state, or the laws of the 10 United States, which institution is located in this state. 11 Section 4. Paragraph (a) of subsection (2) of section 12 655.045, Florida Statutes, is amended to read: 13 655.045 Examinations, reports, and internal audits; 14 penalty.-- 15 (2)(a) The department shall require each state 16 financial institution, subsidiary, or service corporation to 17 submit a report, at least four times each calendar year, as of 18 such dates as the department may determine. Each such report 19 must contain a declaration by the chief executive officer or 20 any other officer authorized by the board of directors to make 21 such declaration that the report is true and correct to the 22 best of his knowledge and belief. Such report must include 23 such information as the department by rule requires for that 24 type of institution. 25 Section 5. Subsection (1) of section 655.41, Florida 26 Statutes, is amended to read: 27 655.41 Cross-industry conversions, mergers, 28 consolidations, and acquisitions; definitions used in ss. 29 655.41-655.419.--As used in ss. 655.41-655.419, the term: 30 (1) "Financial entity" means an association, bank, 31 credit union, savings bank, Edge Act or agreement corporation, 5 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 or trust company organized under the laws of this state or 2 organized under the laws of the United States and having its 3 principal place of business in this state. 4 Section 6. Section 655.414, Florida Statutes, is 5 amended to read: 6 655.414 Acquisition of assets; assumption of 7 liabilities.--With prior approval of the department and upon 8 such conditions as the department prescribes by rule, any 9 financial entity may acquire all or substantially all of the 10 assets of, or assume the liabilities of, any other financial 11 entity in accordance with the procedures and subject to the 12 following conditions and limitations: 13 (1) ADOPTION OF A PLAN.--The board of directors of the 14 acquiring or assuming financial entity and the board of 15 directors of the transferring financial entity must adopt, by 16 a majority vote, a plan for such acquisition, assumption, or 17 sale on such terms as are mutually agreed upon. The plan must 18 include: 19 (a) The names and types of financial entities 20 involved. 21 (b) A statement setting forth the material terms of 22 the proposed acquisition, assumption, or sale, including the 23 plan for disposition of all assets and liabilities not subject 24 to the plan. 25 (c) A provision for liquidation of the transferring 26 financial entity upon execution of the plan. 27 (d) A statement that the entire transaction is subject 28 to written approval of the department and approval of the 29 members or stockholders of the transferring financial entity. 30 (e) If a stock financial institution is the 31 transferring financial entity and the proposed sale is not to 6 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 be for cash, a clear and concise statement that dissenting 2 stockholders of such financial entity are entitled to the 3 rights set forth in s. 658.44(4) and (5). 4 (f) The proposed effective date of such acquisition, 5 assumption, or sale and such other information and provisions 6 as may be necessary to execute the transaction or as may be 7 required by the department. 8 (2) APPROVAL OF DEPARTMENT.--Following approval by the 9 board of directors of each participating financial entity, the 10 plan, together with certified copies of the authorizing 11 resolutions adopted by the boards and a completed application 12 with a nonrefundable filing fee, must be forwarded to the 13 department for its approval or disapproval. The department 14 shall approve the plan of acquisition, assumption, or sale if 15 it appears that: 16 (a) The resulting financial entity would have an 17 adequate capital structure in relation to its activities and 18 its deposit liabilities; 19 (b) The plan is fair to all parties; and 20 (c) The plan is not contrary to the public interest. 21 22 If the department disapproves the plan, it shall state its 23 objections and give an opportunity to the parties to amend the 24 plan to overcome such objections. 25 (3) VOTE OF MEMBERS OR STOCKHOLDERS.--If the 26 department approves the plan, it may be submitted to the 27 members or stockholders of the transferring financial entity 28 at an annual meeting or at any special meeting called to 29 consider such action. Upon a favorable vote of 51 percent or 30 more of the total number of votes eligible to be cast or, in 31 7 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 the case of a credit union, 51 percent or more of the members 2 present at the meeting, the plan is adopted. 3 (4) ADOPTED PLAN; CERTIFICATE; ABANDONMENT.-- 4 (a) If the plan is adopted by the members or 5 stockholders of the transferring financial entity, the 6 president or vice president and the cashier, manager, or 7 corporate secretary of such financial entity shall submit the 8 adopted plan to the department, together with a certified copy 9 of the resolution of the members or stockholders approving it. 10 (b) Upon receipt of the certified copies and evidence 11 that the participating financial entities have complied with 12 all applicable federal law and regulations, the department 13 shall certify, in writing, to the participants that the plan 14 has been approved adopted and is in compliance with the 15 provisions of this section. 16 (c) Notwithstanding approval of the members or 17 stockholders or certification by the department, the board of 18 directors of the transferring financial entity may, in its 19 discretion, abandon such a transaction without further action 20 or approval by the members or stockholders, subject to the 21 rights of third parties under any contracts relating thereto. 22 (5) FEDERALLY CHARTERED INSTITUTION AS A 23 PARTICIPANT.--If one of the participants in a transaction 24 under this section is a federally chartered financial entity, 25 all participants must also comply with such requirements as 26 may be imposed by federal law for such an acquisition, 27 assumption, or sale and provide evidence of such compliance to 28 the department as a condition precedent to the issuance of a 29 certificate authorizing the transaction; however, if the 30 purchasing or assuming financial entity is a federally 31 8 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 chartered financial entity, approval of the department is not 2 required. 3 (6) STOCK INSTITUTION ACQUIRING MUTUAL INSTITUTION.--A 4 mutual financial institution may not sell all or substantially 5 all of its assets to a stock financial entity until it has 6 first converted into a capital stock financial institution in 7 accordance with s. 665.033(1) and (2). For this purpose, 8 references in s. 665.033(1) and (2) to associations are deemed 9 to refer also to credit unions; but, in the case of a credit 10 union, the provision therein concerning proxy statements does 11 not apply. 12 (7) BRANCH OFFICES.--If the acquisition of assets or 13 assumption of liabilities includes any bank, association, or 14 trust company branch office, a branch application must be 15 filed for each proposed branch office of the acquiring or 16 assuming financial entity in accordance with s. 658.26. 17 Section 7. Subsections (1) and (4) of section 658.21, 18 Florida Statutes, are amended to read: 19 658.21 Approval of application; findings 20 required.--The department shall approve the application if it 21 finds that: 22 (1) Public convenience and advantage will be promoted 23 by the establishment of the proposed state bank or trust 24 company. Additionally, Local conditions indicate reasonable 25 promise of successful operation for the proposed state bank or 26 trust company and those financial institutions already 27 established in the primary service area. In determining 28 whether an applicant meets the requirements of this 29 subsection, the department shall consider all materially 30 relevant factors, including: 31 9 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (a) The purpose, objectives, and business philosophy 2 growth rate, size, location, financial strength, and operating 3 characteristics of financial institutions in the primary 4 service area of the proposed state bank or trust company. 5 (b) The projected financial performance of the 6 proposed bank or trust company growth, economic, and 7 demographic characteristics of the primary service areas and 8 the metropolitan statistical area or county. 9 (c) The feasibility of the proposed bank or trust 10 company, as stated in the business plan, particularly with 11 respect to asset and liability growth and management. 12 (4) The proposed officers have sufficient financial 13 institution experience, ability, standing, and reputation and 14 the proposed directors have sufficient business experience, 15 ability, standing, and reputation to indicate reasonable 16 promise of successful operation, and none of the proposed 17 officers or directors has been convicted of, or pled guilty or 18 nolo contendere to, any violation of s. 655.50, relating to 19 the Florida Control of Money Laundering in Financial 20 Institutions Act; chapter 896, relating to offenses related to 21 financial institutions; or any similar state or federal law. 22 At least one of the proposed directors who is not also a 23 proposed officer shall have had at least 1 year direct 24 experience as an executive officer, regulator, or director of 25 a financial institution within 3 years of the date of the 26 application. This requirement may be waived by the department 27 if the applicant demonstrates that the proposed director has 28 very substantial experience as an executive officer, director, 29 or regulator of a financial institution more than 3 years 30 before the date of the application. The proposed president or 31 chief executive officer shall have had at least 1 year of 10 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 direct experience as an executive officer, director, or 2 regulator of a financial institution within the last 3 years. 3 Section 8. Paragraph (g) of subsection (2) of section 4 658.23, Florida Statutes, is amended to read: 5 658.23 Submission of articles of incorporation; 6 contents; form; approval; filing; commencement of corporate 7 existence; bylaws.-- 8 (2) The articles of incorporation shall contain: 9 (g) The number of directors, which shall be five or 10 more, and the names and street addresses of the members of the 11 initial first board of directors. 12 13 The department shall provide to the proposed directors form 14 articles of incorporation which shall include only those 15 provisions required by this section or by chapter 607. The 16 form articles shall be acknowledged by the proposed directors 17 and returned to the department for filing with the Department 18 of State. 19 Section 9. Section 658.26, Florida Statutes, 1996 20 Supplement, is amended to read: 21 658.26 Places of transacting business; branches; 22 facilities.-- 23 (1) Any bank or trust company heretofore or hereafter 24 incorporated pursuant to this chapter shall have one main 25 office, which shall be located within the state. 26 (2)(a) In addition, with the approval of the 27 department and upon such conditions as the department 28 prescribes, any bank or trust company may establish branches 29 within or outside the state. With the approval of the 30 department upon a determination that the resulting bank or 31 trust company will be of sound financial condition, any bank 11 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 or trust company incorporated pursuant to this chapter may 2 establish branches by merger with any other bank or trust 3 company. 4 (b) An application for a branch shall be in writing in 5 such form as the department prescribes and be supported by 6 such information, data, and records as the department may 7 require to make findings necessary for approval. Applications 8 filed pursuant to this subsection shall not be published in 9 the Florida Administrative Weekly but shall otherwise be 10 subject to the provisions of chapter 120. Upon the filing of 11 an application and a nonrefundable filing fee for the 12 establishment of any branch permitted by paragraph (a), the 13 department shall make an investigation with respect to 14 compliance with the requirements of paragraph (a) and shall 15 investigate and consider all factors relevant to such 16 requirements, including the following: 17 1. The sufficiency of capital accounts in relation to 18 the deposit liabilities of the bank, or in relation to the 19 number and valuation of fiduciary accounts of the trust 20 company, including the proposed branch, and the additional 21 fixed assets, if any, which are proposed for the branch and 22 its operations, without undue risk to the bank or its 23 depositors, or undue risk to the trust company or its 24 fiduciary accounts; 25 2. The sufficiency of earnings and earning prospects 26 of the bank or trust company to support the anticipated 27 expenses and any anticipated operating losses of the branch 28 during its formative or initial years; 29 3. The sufficiency and quality of management available 30 to operate the branch; 31 12 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 4. The name of the proposed branch to determine if it 2 reasonably identifies the branch as a branch of the main 3 office and is not likely to unduly confuse the public; and 4 5. Substantial compliance by the applicants with 5 applicable law governing their operations. 6 (c) A branch application, filed by a strong, 7 well-managed state bank or trust company, which is not denied 8 within 10 working days after receipt of the application shall 9 be deemed approved unless the department notifies the 10 financial institution in writing that the application was not 11 complete. 12 (3)(a) An office in this state which has been in 13 operation for at least 18 months may be relocated within this 14 state upon 30 days' prior written notification to the 15 department. An office in this state which has been open for 16 less than 18 months may be relocated within this state with 17 prior written approval of the department, if the relocation 18 will not create an unsafe and unsound condition. An 19 application for relocation shall be in writing in such form as 20 the department prescribes and shall be supported by such 21 information, data, and records as the department may require 22 to make findings necessary for approval. Additional 23 investments in land, buildings, leases, and leasehold 24 improvements resulting from such relocation shall comply with 25 the limitations imposed by s. 658.67(7)(a). The location of 26 an office may not be moved beyond the limits of the county or 27 counties in which the bank or trust company maintains 28 authorized bank or trust company offices and may not be moved 29 outside this state unless expressly authorized by the 30 financial institutions codes or by federal law. 31 13 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (b) Applications filed pursuant to this subsection 2 shall not be published in the Florida Administrative Weekly 3 but shall otherwise be subject to the provisions of chapter 4 120. However, an application for the relocation of a main 5 office that has not been in operation for at least 24 months 6 shall be published in the Florida Administrative Weekly. Upon 7 the filing of a relocation application and a nonrefundable 8 filing fee, the department shall investigate to determine 9 substantial compliance by the financial institution with 10 applicable law governing its operations. Additional 11 investments in land, buildings, leases, and leasehold 12 improvements resulting from such relocation shall comply with 13 the limitations imposed by s. 658.67(7)(a). A main office may 14 not be moved outside this state unless expressly authorized by 15 the financial institutions codes or by federal law. The 16 redesignation of a main office and a branch office within this 17 state may be made with prior written notification to the 18 department. However, the redesignation of the main office 19 during the bank or trust company's first 18 months of 20 operation requires the prior written approval of the 21 department. 22 (c) A relocation application, filed by a strong, 23 well-managed state bank or trust company, which is not denied 24 within 10 working days after receipt shall be deemed approved 25 unless the department notifies the financial institution in 26 writing that the application was not complete. 27 (d) In addition to the application required by 28 paragraph (a), a financial institution whose main office in 29 this state has been in operation less than 24 months must 30 provide evidence that the criteria of s. 658.21(1) will be 31 met. 14 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (e) With 30 days' prior written notice, an established 2 branch office may be consolidated with another established 3 branch office when the two offices are located within a 1-mile 4 radius. The notice shall include any information the 5 department may prescribe by rule. 6 (f) A branch office may be closed with 30 days' prior 7 written notice to the department. The notice shall include any 8 information the department may prescribe by rule. 9 (4) With prior written notification to the department, 10 any bank may operate facilities which are not physically 11 connected to the main or branch office of the bank, provided 12 that the facilities are situated on the property of the main 13 or branch office or property contiguous thereto. Property 14 which is separated from the main or branch office of a bank by 15 only a street, and one or more walkways and alleyways are 16 determined to be, for purposes of this subsection, contiguous 17 to the property of the main or branch office. 18 (5) A bank may provide, directly or through a contract 19 with another company, off-premises armored car service to its 20 customers. Armored car services shall not be considered a 21 branch for the purposes of subsection (2). 22 (6)(a) Any state bank that is a subsidiary of a bank 23 holding company may agree to receive deposits, renew time 24 deposits, close loans, service loans, and receive payments on 25 loans and other obligations, as an agent for an affiliated 26 depository institution. 27 (b) The term "close loan" does not include the making 28 of a decision to extend credit or the extension of credit. 29 (c) As used in this section, "receive deposits" means 30 the taking of deposits to be credited to an existing account 31 and does not include the opening or origination of new deposit 15 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 accounts at an affiliated institution by the agent 2 institution. 3 (d) Under this section, affiliated banks may act as 4 agents for one another regardless of whether the institutions 5 are located in the same or different states. This section 6 applies solely to affiliated depository institutions acting as 7 agents, and has no application to agency relationships 8 concerning nondepositories as agent, whether or not affiliated 9 with the depository institution. 10 (e) In addition, under this section, agent banks may 11 perform ministerial functions for the principal bank making a 12 loan. Ministerial functions include, but are not limited to, 13 such activities as providing loan applications, assembling 14 documents, providing a location for returning documents 15 necessary for making the loan, providing loan account 16 information, and receiving payments. It does not include such 17 loan functions as evaluating applications or disbursing loan 18 funds. 19 20 For the purposes of this section, a strong, well-managed state 21 bank or trust company is an institution that has been in 22 operation for at least 24 months, is well capitalized, has 23 received a satisfactory rating at the institution's most 24 recent state or federal safety and soundness examination, and 25 is not the object of any enforcement action. 26 Section 10. Paragraph (b) of subsection (3) and 27 paragraph (a) of subsection (8) of section 658.295, Florida 28 Statutes, 1996 Supplement, are amended to read: 29 658.295 Interstate banking.-- 30 (3) STATEMENT OF LEGISLATIVE INTENT.--In general, 31 states have a strong interest in the activities and operations 16 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 of depository institutions doing business within their 2 jurisdictions, regardless of the type of charter an 3 institution holds. In particular, states have a legitimate 4 interest in protecting the rights of consumers, businesses, 5 and communities. Further, Congress did not intend that the 6 Interstate Banking and Branching Efficiency Act of 1994 alter 7 this balance and thereby weaken states' authority to protect 8 the interests of consumers, businesses, or communities. 9 (b) Nothing in this section shall be construed to 10 prohibit the acquisition by an out-of-state bank holding 11 company of all or substantially all of the shares of a bank 12 organized solely for the purpose of facilitating the 13 acquisition of a bank that has been in existence and 14 continuously operated as a bank for more than 3 2 years, if 15 the acquisition has otherwise been approved pursuant to this 16 section. 17 (8) STANDARDS FOR APPROVAL.--Except as otherwise 18 provided in this section: 19 (a) No direct or indirect acquisition of a Florida 20 bank or a Florida bank holding company by a bank holding 21 company shall be permitted unless the Florida bank or all 22 Florida bank subsidiaries of the bank holding company to be 23 acquired have been in existence and continuously operating, on 24 the date of such acquisition, for more than 3 years. Provided 25 however, that this subsection shall not prohibit approval of 26 any acquisition otherwise lawful for which a definitive 27 agreement for acquisition is entered into within 6 months of 28 the effective date of this statute. 29 Section 11. Subsections (2), (6), (8), and (14) of 30 section 658.2953, Florida Statutes, 1996 Supplement, are 31 amended to read: 17 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 658.2953 Interstate branching.-- 2 (2) PURPOSE.--The purpose of this section is to permit 3 interstate branching, effective May 31 June 1, 1997, by a 4 merger transaction under s. 102 of the Riegle-Neal Interstate 5 Banking and Branching Efficiency Act of 1994, Pub. L. No. 6 103-328, in accordance with this section. 7 (6) AUTHORITY OF STATE BANKS TO ESTABLISH INTERSTATE 8 BRANCHES BY MERGER.--Beginning May 31 June 1, 1997, with the 9 prior written approval of the department, a state bank may 10 establish, maintain, and operate one or more branches in a 11 state other than this state pursuant to an interstate merger 12 transaction in which the state bank is the resulting bank. No 13 later than the date on which the required application for the 14 interstate merger transaction is filed with the responsible 15 federal bank regulatory agency, the applicant state bank shall 16 file an application on a form prescribed by the department 17 accompanied by the required fee pursuant to s. 658.73. The 18 applicant shall also comply with the provisions of ss. 19 658.40-658.45. branching.-- 20 (8) NOTICE AND FILING REQUIREMENTS.--Any out-of-state 21 bank that will be the resulting bank pursuant to an interstate 22 merger transaction involving a Florida bank shall notify the 23 department of the proposed merger within 15 days after the 24 date on which it files an application for an interstate merger 25 transaction with the appropriate federal regulatory agency. A 26 copy of the application shall be submitted to the department 27 accompanied by the required filing fee, pursuant to s. 658.73. 28 Any out-of-state bank that shall be the resulting bank in such 29 an interstate merger transaction shall comply with applicable 30 requirements of ss. 607.1501-607.1532. 31 (14) ADDITIONAL BRANCHES; POWERS.-- 18 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (a) An out-of-state bank or bank holding company that 2 has acquired a bank in this state pursuant to s. 658.295, or 3 by interstate merger pursuant to this section, may establish 4 an additional branch or additional branches in this state to 5 the same extent that any Florida bank may establish a branch 6 or branches in this state. 7 (b) An out-of-state bank desiring to establish and 8 maintain a branch in this state pursuant to this section shall 9 provide written notice of the proposed transaction to the 10 department within 15 days after the date on which the bank 11 applies to the responsible federal bank regulatory agency for 12 approval to establish the branch. The filing of such notice 13 shall be accompanied by the filing fee pursuant to s. 658.73. 14 (b)(c) An out-of-state bank may conduct only those 15 activities at its Florida branch or branches that are 16 authorized under the laws of this state or of the United 17 States. However, an out-of-state bank with trust powers 18 resulting from an interstate merger transaction with one or 19 more Florida banks with trust powers shall be entitled to and 20 may exercise all trust powers in this state as a Florida bank 21 with trust powers that participated in the transaction. 22 Section 12. Subsections (2) and (3) of section 658.73, 23 Florida Statutes, 1996 Supplement, are amended to read: 24 658.73 Fees and assessments.-- 25 (2) Applications filed with the department shall be 26 accompanied by payment of the following nonrefundable fees: 27 (a) Fifteen thousand dollars for each application for 28 authority to organize a new state bank or state trust company. 29 (b) Two thousand five hundred dollars for each 30 application by an existing bank or association for trust 31 powers. 19 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (c) Seven thousand five hundred dollars for each 2 application for authority to acquire a controlling interest in 3 a state bank or state trust company; however, if more than one 4 bank or trust company is being acquired in any such 5 application, the fee shall be increased by $3,500 for each 6 additional bank or trust company. However, in no event shall 7 the fee exceed $15,000. 8 (d) Seven thousand five hundred dollars for each 9 application for conversion of a national bank to a state bank. 10 (e) Seven Two thousand five hundred fifty dollars for 11 each application to establish a branch of a strong, 12 well-managed state bank, an out-of-state bank, or a state 13 trust company as defined in s. 658.26. One thousand five 14 hundred dollars for each application to establish a branch by 15 any other state bank or state trust company. 16 (f) One thousand five hundred dollars for each 17 application for authority to establish a trust service office 18 of a state trust company or of a trust department of a state 19 bank or association, and a like amount for each application by 20 a bank or association with trust powers which is not a state 21 bank or state association for authority to establish a trust 22 service office at a state bank, state association, or state 23 credit union. 24 (g) Seven thousand five hundred dollars for each 25 application for a merger or consolidation; however, if three 26 or more banks or trust companies are involved in any such 27 application, the fee shall be $3,500 for each involved 28 institution. However, in no event shall the fee exceed 29 $15,000. 30 (h) Two thousand five hundred dollars to establish a 31 successor institution. 20 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (i) Two hundred fifty dollars for each application by 2 a strong, well-managed state bank or trust company, as defined 3 in s. 658.26, to relocate the main office of a state bank or a 4 state trust company. Each other state bank or trust company 5 shall pay a fee of $750 for each application for relocation of 6 its main office. Seven thousand five hundred dollars for each 7 application by an out-of-state bank holding company to make an 8 acquisition pursuant to s. 658.295. 9 (j) Two thousand five hundred dollars for each 10 application for the purchase of assets and the assumption of 11 liabilities. If, as a result of such application, the 12 applicant will establish more than 10 branch offices within 13 this state, an application fee of $100 is required for each 14 additional branch office. 15 (3)(a) If, as a result of any application filed with 16 the department, the department determines that an examination 17 is necessary to assess the financial condition of any 18 financial institution, the applying financial institution 19 shall pay to the department a nonrefundable examination fee, 20 pursuant to s. 655.045(1). 21 (b) The department may refund up to one-half of the 22 fee submitted with an application if the application is 23 withdrawn by the applicant prior to publication in the Florida 24 Administrative Weekly. 25 (4)(3) The amounts of all fees and assessments 26 provided for in this section shall be deemed to be maximum 27 amounts; and the department has the authority to establish, by 28 rule, and from time to time to change, fees and assessments in 29 amounts less than the maximum amounts stated in this section. 30 Section 13. Section 663.06, Florida Statutes, is 31 amended to read: 21 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 663.06 Licenses; permissible activities.-- 2 (1) An international banking corporation licensed to 3 operate an office in this state may engage in the business 4 authorized by this part at the office specified in such 5 license for an indefinite such period as is provided in 6 subsection (2) or subsection (3). An international banking 7 corporation may operate more than one international bank 8 agency, international branch, or international representative 9 office, each at a different place of business, provided that 10 each office shall be separately licensed. No license to 11 operate an international bank office is transferable or 12 assignable. However, the location of an international bank 13 office may be changed after notification of the department. 14 Every such license shall be, at all times, conspicuously 15 displayed in the place of business specified therein. 16 (2) Except as provided in subsection (3), a license to 17 operate an international bank agency, international branch, 18 international representative office, or international 19 administrative office shall be valid for a period of 1 year, 20 unless such license is suspended or revoked sooner pursuant to 21 subsection (5). The license may be renewed annually upon 22 application to the department, upon forms available for that 23 purpose, within 30 days prior to the expiration of the 24 license. The license may be renewed by the department, in its 25 discretion, upon its determination, with or without 26 examination, that the international banking corporation is in 27 a safe and sound condition and has complied with all 28 requirements of law with respect to the international bank 29 agency, international branch, international representative 30 office, or international administrative office; that the 31 renewal of the license will not be detrimental to the public 22 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 interest; and that the renewal has been duly authorized by 2 proper corporate action. Each application for renewal of a 3 license shall be accompanied by the fee prescribed in s. 4 663.12. 5 (3) Notwithstanding the provisions of subsection (2), 6 the department may, in its discretion, issue a license to an 7 international banking corporation for an indefinite period if 8 it finds that the international banking corporation has 9 satisfied the requirements for renewal of its license and has 10 held a license for the previous 3 years. However, an 11 indefinite license to operate an international bank agency or 12 international branch may not be issued to an international 13 banking corporation unless it has held one or the other of 14 such licenses for at least 3 years. A license issued for an 15 indefinite period shall be valid without renewal unless 16 suspended or revoked pursuant to subsection (5). An 17 international banking corporation that is granted a license 18 for an indefinite period shall file with the department such 19 annual financial statements as the department may require and 20 shall pay an annual fee equal to the annual renewal fee for 21 each license held by the international banking corporation. 22 Such annual fee shall be paid not later than January 31 of 23 each year. 24 (2)(4) An international banking corporation which 25 proposes to terminate the operations of its international bank 26 agency, international branch, international representative 27 office, or international administrative office shall surrender 28 its license to the department and comply with such procedures 29 as the department may prescribe by rule. 30 (3)(5) An international bank agency, international 31 branch, international representative office, or international 23 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 administrative office license may be suspended or revoked by 2 the department, with or without examination, upon its 3 determination that the international banking corporation does 4 not meet all requirements for original licensing or any of the 5 criteria established by subsection (2) for renewal of a 6 license. The department may by rule prescribe additional 7 conditions or standards under which the license of an 8 international bank agency, international branch, international 9 representative office, or international administrative office 10 may be suspended or revoked. 11 (4)(6) In the event any such license is surrendered by 12 the international banking corporation or is suspended or 13 revoked by the department, or the renewal thereof is refused 14 by the department, all rights and privileges of the 15 international banking corporation to transact the business 16 thus licensed shall cease. The department shall, by rule, 17 prescribe procedures for the surrender of a license and for 18 the orderly cessation of business by an international banking 19 corporation in a manner which is not harmful to the interests 20 of its customers or of the public. 21 (5)(7) In addition to the activities in which it is 22 expressly permitted to engage: 23 (a) An international branch may engage in any 24 activities permissible for an international bank agency. 25 (b) An international bank agency may engage in any 26 activities permissible for an international administrative 27 office. 28 (c) An international administrative office may engage 29 in any activities permissible for an international 30 representative office. 31 24 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 Section 14. Paragraph (e) of subsection (1) and 2 subsection (2) of section 663.12, Florida Statutes, are 3 amended to read: 4 663.12 Fees; assessments; fines.-- 5 (1) Each application for a license under the 6 provisions of this part shall be accompanied by a 7 nonrefundable filing fee payable to the department in the 8 following amount: 9 (e) Two thousand dollars annually for operating an 10 international representative office or international 11 administrative office the annual renewal of an existing 12 license. 13 (2) Each international bank agency, international 14 branch and state-chartered investment company shall pay to the 15 department a semiannual assessment, payable on or before 16 January 31 and July 31 of each year, in an amount determined 17 by rule by the department and calculated in a manner so as to 18 recover the costs of the department incurred in connection 19 with the supervision of international banking activities 20 licensed under this part. These rules shall provide for 21 uniform rates of assessment for all licenses of the same type, 22 shall provide for declining rates of assessment in relation to 23 the total assets of the licensee held in the state, but shall 24 not, in any event, provide for rates of assessment which 25 exceed the rate applicable to state banks pursuant to s. 26 658.73, unless the rate of assessment would result in a 27 semiannual assessment of less than $1,000. For the purposes 28 of this subsection, the total assets of an international bank 29 agency, international branch, or state-chartered investment 30 company shall include amounts due the agency or branch or 31 state investment company from other offices, branches, or 25 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 subsidiaries of the international banking corporations or 2 other corporations of which the agency, branch, or 3 state-chartered investment company is a part or from entities 4 related to that international banking corporation. 5 Section 15. Sections 667.001, 667.002, 667.003, 6 667.004, 667.005, 667.006, 667.007, 667.008, 667.009, 667.010, 7 667.011, 667.012, and 667.013, Florida Statutes, are created 8 to read: 9 667.001 Short title.--This chapter may be cited as the 10 "Florida Savings Bank Act." 11 667.002 Definitions.--Except to the extent 12 specifically qualified by context, when used in this chapter: 13 (1) "Capital stock" means the aggregate of shares of 14 nonwithdrawable capital issued by a capital stock association, 15 but does not include nonwithdrawable capital represented by 16 capital certificates. 17 (2) "Dwelling unit" means a single, unified 18 combination of rooms which is designed for residential use by 19 one family in a multiple dwelling unit structure and which is 20 not "home property." 21 (3) "Earnings" means that part of the sources 22 available for payment of earnings of a savings bank which is 23 declared payable on savings accounts from time to time by the 24 board of directors and is the cost of savings money to the 25 savings bank. Earnings also may be referred to as "interest." 26 (4) "Home property" means real estate on which is 27 located, or will be located pursuant to a real estate loan, a 28 structure designed for residential use by one family or a 29 single condominium unit, including common elements pertinent 30 to such unit, designed for residential use by one family in a 31 26 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 multiple-dwelling-unit structure or complex and including 2 fixtures, home furnishings, and equipment. 3 (5) "Liquid assets" means: 4 (a) Cash on hand. 5 (b) Cash on deposit in a federal home loan bank or 6 federal reserve bank, or a state bank which performs similar 7 reserve functions, and which is withdrawable upon not more 8 than 30 days' notice and which is not pledged as security for 9 indebtedness. Any deposits in a financial depository 10 institution under the control of or in the possession of any 11 supervisory authority are not liquid assets. 12 (c) Obligations of, or obligations which are fully 13 guaranteed as to principal and interest by, the United States 14 or this state. 15 (d) Such other assets as may be approved by the 16 department which are accepted as liquid assets for federally 17 insured savings banks by the appropriate federal regulatory 18 agency. 19 (6) "Net income" means gross revenues for an 20 accounting period, less all expenses paid or incurred, taxes, 21 and losses sustained as shall not have been charged to 22 reserves pursuant to the provisions of this chapter. 23 (7) "Primarily residential property" means real estate 24 on which there is located, or will be located pursuant to a 25 real estate loan: 26 (a) Any structure designed or used primarily for 27 residential rather than nonresidential purposes and consisting 28 of more than one dwelling unit. 29 (b) Any structure designed or used primarily for 30 residential rather than nonresidential purposes for students, 31 residents and persons under care, employees, or members of the 27 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 staff of an educational, health, or welfare institution or 2 facility. 3 (c) Any structure which is used in part for 4 residential purposes for not more than one family and in part 5 for business purposes, provided the residential use of such 6 structure must be substantial and permanent, not merely 7 transitory. 8 (8) "Real estate loan" means any loan or other 9 obligation secured by a lien on real estate in any state held 10 in fee or in a leasehold extending or renewable automatically 11 for a period of at least 15 years beyond the date scheduled 12 for the final principal payment of such loan or obligation, or 13 any transaction out of which a lien or claim is created 14 against such real estate, including, but not limited to, the 15 purchase of such real estate in fee by a savings bank and the 16 concurrent or immediate sale of such real estate on 17 installment contract. 18 (9) "Savings account" means that part of the savings 19 liability of the savings bank which is credited to the account 20 of the holder of such account. A savings account also may be 21 referred to as a "savings deposit." 22 (10) "Savings bank" means a capital stock or mutual 23 savings bank subject to the provisions of this chapter. 24 (11) "Savings liability" means the aggregate amount of 25 savings accounts of depositors, including earnings credited to 26 such accounts, less redemptions and withdrawals. 27 (12) "State savings bank" means any savings bank which 28 has an existing savings bank charter issued pursuant to the 29 provisions of the financial institutions codes. 30 (13) "Stockholder" means the holder of one or more 31 shares of any class of capital stock of a capital stock 28 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 savings bank organized or operating pursuant to the provisions 2 of this chapter. 3 667.003 Applicability of chapter 658.--Any state 4 savings banks is subject to all the provisions, and entitled 5 to all the privileges, of the financial institutions codes 6 except where it appears, from the context or otherwise, that 7 such provisions clearly apply only to banks or trust companies 8 organized under the laws of this state or the United States. 9 Without limiting the foregoing general provisions, it is the 10 intent of the Legislature that the following provisions apply 11 to a savings bank to the same extent as if the savings bank 12 were a "bank" operating under such provisions: 13 (1) Section 658.12, relating to definitions. 14 (2) Section 658.16, relating to creation of banking or 15 trust corporation. 16 (3) Section 658.19, relating to application for 17 authority to organize a bank or trust company. 18 (4) Section 658.20, relating to investigation by 19 department. 20 (5) Section 658.21, relating to approval of 21 application; findings required. 22 (6) Section 658.22, relating to coordination with 23 federal agencies. 24 (7) Section 658.23, relating to submission of articles 25 of incorporation; contents; form; approval; filing; 26 commencement of corporate existence; bylaws. 27 (8) Section 658.235, relating to subscriptions for 28 stock; approval of major shareholders. 29 (9) Section 658.24, relating to organizational 30 procedures. 31 (10) Section 658.25, relating to opening for business. 29 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (11) Section 658.26, relating to places of transacting 2 business; branches; facilities. 3 (12) Section 658.295, relating to interstate banking. 4 (13) Section 658.2953, relating to interstate 5 branching. 6 (14) Section 658.30, relating to application of the 7 Florida Business Corporation Act. 8 (15) Section 658.32, relating to annual meetings. 9 (16) Section 658.33, relating to directors, number, 10 qualifications; officers. 11 (17) Section 658.34, relating to shares of capital 12 stock. 13 (18) Section 658.35, relating to share options; 14 warrants. 15 (19) Section 658.36, relating to changes in capital. 16 (20) Section 658.37, relating to dividends and 17 surplus. 18 (21) Section 658.38, relating to deposit insurance. 19 (22) Section 658.39, relating to stockholders; 20 examination of records. 21 (23) Section 658.40, relating to definitions for 22 merger and consolidation. 23 (24) Section 658.41, relating to merger; resulting 24 state or national bank. 25 (25) Section 658.42, relating to plan of merger and 26 merger agreement. 27 (26) Section 658.43, relating to approval by 28 department; valuation of assets; emergency action. 29 (27) Section 658.44, relating to approval by 30 stockholders; rights of dissenters; preemptive rights. 31 30 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (28) Section 658.45, relating to certificate of merger 2 and effective date; effect on charters and powers. 3 (29) Section 658.48, relating to loans. 4 (30) Section 658.49, relating to loans by banks not 5 exceeding $50,000. 6 (31) Section 658.491, relating to commercial loans by 7 financial institutions. 8 (32) Section 658.51, relating to banks authorized to 9 make commodity loans. 10 (33) Section 658.53, relating to borrowing; limits of 11 indebtedness. 12 (34) Section 658.60, relating to depositories of 13 public moneys and pledge of assets. 14 (35) Section 658.65, relating to remote financial 15 service units. 16 (36) Section 658.67, relating to investment powers and 17 limitations. 18 (37) Section 658.73, relating to fees and assessments. 19 (38) Section 658.79, relating to taking possession of 20 insolvent state banks or trust companies. 21 (39) Section 658.80, relating to appointment of 22 receiver or liquidator. 23 (40) Section 658.81, relating to department action; 24 notice and court confirmation. 25 (41) Section 658.82, relating to receiver; powers and 26 duties. 27 (42) Section 658.83, relating to liquidator; powers 28 and duties. 29 (43) Section 658.84, relating to transfers by banks 30 and other acts in contemplation of insolvency. 31 31 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (44) Section 658.90, relating to receivers or 2 liquidators under supervision of department. 3 (45) Section 658.94, relating to prima facie evidence. 4 (46) Section 658.95, relating to voluntary 5 liquidation. 6 (47) Section 658.96, relating to procedure in 7 voluntary liquidation. 8 667.004 Name.--The name of every savings bank shall 9 include the words "savings bank." The use of the words 10 "National," "Federal," "United States," "insured," or 11 "guaranteed," separately or in any combination thereof with 12 other words or syllables, is prohibited as part of the 13 corporate name of a savings bank. 14 667.005 Reorganization, merger, or consolidation with 15 a foreign savings bank.-- 16 (1) A savings bank shall have the power to reorganize, 17 merge, or consolidate with a foreign savings bank, as defined 18 in s. 667.013, subject to the approval of the department. 19 (2) If the resulting or surviving savings bank is to 20 be a foreign savings bank, the department shall not approve 21 the proposed transaction unless: 22 (a) The laws of the state in which the foreign savings 23 bank has its principal place of business permit savings banks 24 in that state to reorganize, merge, or consolidate with 25 Florida savings banks in transactions in which the resulting 26 or surviving savings bank is a Florida savings bank. 27 (b) The constituent Florida savings bank has been in 28 existence and continuously operating for more than 2 years. 29 (3) A proposed transaction in which the resulting or 30 surviving savings bank is to be a foreign savings bank shall 31 be subject to any conditions, restrictions, and requirements 32 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 that would apply in the state where the foreign savings bank 2 has its principal place of business if the resulting or 3 surviving savings bank were to be a Florida savings bank, 4 which conditions, restrictions, and requirements would not 5 apply to a reorganization, merger, or consolidation of savings 6 banks all of which are located in that state. 7 (4) A foreign savings bank which is the resulting or 8 surviving savings bank in a reorganization, merger, or 9 consolidation with a Florida savings bank shall not be 10 considered a Florida savings bank. 11 (5) Each application for reorganization, merger, or 12 consolidation with a foreign savings bank shall be accompanied 13 by a nonrefundable filing fee as provided in s. 658.73(2)(g). 14 667.006 Conversion of state or federal mutual savings 15 bank or state or federal mutual association to capital stock 16 savings bank.-- 17 (1) CONVERSION INTO CAPITAL STOCK SAVINGS BANK.--Any 18 state or federal mutual savings bank or state or federal 19 mutual association may apply to the department for permission 20 to convert itself into a capital stock savings bank operated 21 under the provisions of this chapter in accordance with the 22 following procedures: 23 (a) The board of directors shall approve a plan of 24 conversion by resolution adopted by a majority vote of all the 25 directors. The plan shall include, but not be limited to: 26 1. Financial statements of the savings bank as of the 27 last day of the month preceding adoption of the plan. 28 2. Such financial data as may be required to determine 29 compliance with applicable regulatory requirements respecting 30 financial condition. 31 33 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 3. A provision that each savings account holder of the 2 mutual savings bank will receive a withdrawable account in the 3 capital stock savings bank equal in amount to his withdrawable 4 account in the mutual savings bank. 5 4. A provision that each member of record will be 6 entitled to receive rights to purchase voting common stock. 7 5. Pro forma financial statements of the savings bank 8 as a capital stock savings bank, which shall include data 9 required to determine compliance with applicable regulatory 10 requirements respecting financial condition. 11 6. With particularity, the business purpose to be 12 accomplished by the conversion. 13 7. Such other information as the department may 14 require by rule. 15 (b) The plan of conversion shall be executed by a 16 majority of the board of directors and submitted to the 17 department for approval prior to any vote on conversion by the 18 members. 19 (c) The department may approve or disapprove the plan 20 in its discretion, but it shall not approve the plan unless it 21 finds that the savings bank will comply sufficiently with the 22 requirements of the financial institutions codes after 23 conversion to entitle it to become a savings bank operating 24 under the financial institutions codes and the rules of the 25 department. The department may deny any application from any 26 federal savings bank that is subject to any cease and desist 27 order or other supervisory restriction or order imposed by any 28 state or the federal supervisory authority, or insurer, or 29 guarantor or that has been convicted of, or pled guilty or 30 nolo contendere to, a violation of s. 655.50, relating to the 31 Florida Control of Money Laundering in Financial Institutions 34 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 Act; chapter 896, relating to offenses related to financial 2 transactions; or any similar state or federal law. 3 (d) If the department approves the plan of conversion, 4 the question of such conversion may be submitted to the 5 members at a meeting of voting members called to consider such 6 action. A vote of 51 percent or more of the total number of 7 votes eligible to be cast shall be required for approval, 8 unless federal law permits a lesser percentage of votes for a 9 federal mutual savings bank to convert, in which case that 10 percentage shall control. Notice of the meeting, giving the 11 time, place, and purpose thereof, together with a proxy 12 statement and proxy form covering all matters to be brought 13 before the meeting, shall be mailed at least 30 days prior to 14 the meeting to the department for review and to each voting 15 member at his or her last address as shown on the books of the 16 savings bank. 17 (2) MINUTES OF MEETING.--Copies of the minutes of the 18 meeting of members, verified by the affidavit of the secretary 19 or assistant secretary of the savings bank, shall be filed 20 with the department and with the appropriate federal 21 regulatory agency, within a reasonable time after the meeting. 22 When so filed, the verified copies of the minutes are 23 presumptive evidence of the holding of the meeting and of the 24 action taken. 25 (3) FILING OF ARTICLES OF INCORPORATION AND COMMITMENT 26 FOR INSURANCE OF ACCOUNTS.--The directors of the savings bank 27 shall have executed and filed with the department proposed 28 articles of incorporation as provided in s. 658.23, together 29 with the application for conversion and a firm commitment for, 30 or evidence of, insurance of deposits and other accounts of a 31 withdrawable type. The articles shall contain a statement that 35 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 the savings bank resulted from the conversion of a state or 2 federal mutual savings bank to a capital stock savings bank. 3 Approval by the department shall be affixed to the articles of 4 incorporation. A copy of the articles of incorporation shall 5 be filed with the Department of State and one copy of the 6 articles of incorporation and the certificate of incorporation 7 shall be returned to the savings bank. The savings bank shall 8 cease to be a mutual savings bank at the time and on the date 9 specified in the approved articles of incorporation. 10 (4) SUCCESSION.--Upon conversion of a mutual savings 11 bank, the legal existence of the savings bank shall not 12 terminate, but the capital stock savings bank shall be a 13 continuation of the entity of the mutual savings bank, and all 14 property of the mutual savings bank, including its rights, 15 titles, and interests in and to all property of whatever kind, 16 whether real, personal, or mixed, things in action, and every 17 right, privilege, interest, and asset of every conceivable 18 value or benefit then existing or pertaining to it, or which 19 would inure to it, immediately, by act of law and without any 20 conveyance or transfer and without any further act or deed, 21 shall vest and remain in the capital stock savings bank into 22 which the mutual savings bank has converted. The capital stock 23 savings bank shall have, hold, and enjoy the same in its own 24 right as fully and to the same extent as the same was 25 possessed, held, and enjoyed by the mutual savings bank. The 26 capital stock savings bank, upon the taking effect of the 27 conversion, shall continue to have and succeed to all the 28 rights, obligations, and relations of the mutual savings bank. 29 All pending actions and other judicial proceedings to which 30 the mutual savings bank is a party shall not be abated or 31 discontinued by reason of the conversion but may be prosecuted 36 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 to final judgment, order, or decree in the same manner as if 2 the conversion had not been made, and the capital stock 3 savings bank resulting from the conversion may continue the 4 actions in its corporate name as a mutual savings bank. Any 5 judgment, order, or decree may be rendered for or against it 6 which might have been rendered for or against the mutual 7 savings bank theretofore involved in the proceedings. 8 (5) FEE.--The application for conversion from a state 9 or federal mutual to a state capital stock savings bank shall 10 be accompanied by a nonrefundable filing fee of $7,500. 11 Additionally, the department is authorized to assess any 12 savings bank applying to convert pursuant to this section a 13 nonrefundable examination fee to cover the actual costs of any 14 examination required as part of the application process. 15 667.007 Supervisory case; emergency conversion, 16 reorganization, merger; consolidation; acquisition of 17 assets.-- 18 (1) The department may determine that a state or 19 federal savings bank is a supervisory case if it finds that: 20 (a) The savings bank is insolvent; or 21 (b) The savings bank is imminently insolvent. 22 23 Any such finding by the department shall be based upon reports 24 furnished to it by a state or federal regulatory agency or 25 upon other evidence from which it is reasonable to conclude 26 that the savings bank is a supervisory case. 27 (2) Notwithstanding any other provision of this 28 chapter or chapter 120, if the department finds that immediate 29 action is necessary to protect the interests of depositors and 30 reduce the potential for claims against the insurance fund, or 31 in order to prevent the probable failure of a state or federal 37 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 savings bank which is a supervisory case, the department shall 2 have the power, with the concurrence of the appropriate 3 federal regulatory agency in the case of any savings bank the 4 deposits of which are federally insured, to issue an emergency 5 order authorizing: 6 (a) The conversion of such savings bank from a state 7 to a federal charter, or vice versa, without change of 8 business form; 9 (b) The reorganization, merger, or consolidation of 10 such state or federal savings bank with another state or 11 federal savings bank; 12 (c) The conversion of such state or federal savings 13 bank into a state or federal capital stock savings bank; or 14 (d) Any state or federal savings bank to acquire the 15 assets of, and assume the liabilities of, such failing savings 16 bank. 17 667.008 Acquisition of assets of or control over a 18 savings bank.-- 19 (1)(a) In any case in which a person or group of 20 persons proposes to purchase or acquire voting common stock of 21 any capital stock savings bank, which purchase or acquisition 22 would cause such person or group of persons to have control, 23 as defined herein, of that savings bank, such person or group 24 of persons must first make application to the department for a 25 certificate of approval of such purchase or acquisition. 26 (b) An application for control shall be in such form 27 and request such information as the department may require by 28 rule. 29 (c) The application for control shall be accompanied 30 by a nonrefundable filing fee of $7,500; however, if more than 31 one savings bank is being acquired in any such application, 38 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 the fee shall be increased by $3,000 for each additional 2 savings bank. 3 (2) The department shall issue the certificate of 4 approval only after it has made an investigation and 5 determined that: 6 (a) The proposed new owner or owners of voting capital 7 stock are qualified by character, experience, and financial 8 responsibility to control the savings bank in a legal and 9 proper manner and none of the proposed new owners have been 10 convicted of, or pled guilty or nolo contendere to, a 11 violation of s. 655.50, relating to the Florida Control of 12 Money Laundering in Financial Institutions Act; chapter 896, 13 relating to offenses related to financial transactions; or any 14 similar state or federal law. 15 (b) The interests of the public generally will not be 16 jeopardized by the proposed purchase or acquisition of voting 17 capital stock. 18 (3) This section does not apply to the acquisition of: 19 (a) Directors' voting proxies acquired in the normal 20 course of business as a result of proxy solicitation in 21 conjunction with a stockholders' meeting; 22 (b) Stock in a fiduciary capacity unless the acquiring 23 person has sole discretionary authority to exercise voting 24 rights with respect thereto; 25 (c) Stock acquired in securing or collecting a debt 26 contracted in good faith until 2 years after the date of 27 acquisition; 28 (d) Stock acquired by an underwriter in good faith and 29 without any intent to evade the purpose of this section if the 30 shares are held only for such reasonable period of time as 31 will permit the sale thereof; or 39 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (e) Control of a savings bank by a unitary savings 2 bank holding company if the person or persons who control the 3 holding company are the same person or persons who control the 4 savings bank. 5 (4) For purposes of this section, a person or group of 6 persons shall be deemed to have control of a savings bank if 7 such person or group of persons: 8 (a) Directly or indirectly, or acting in concert with 9 one or more persons or through one or more subsidiaries, owns, 10 controls, holds the power to vote, or holds proxies 11 representing more than 25 percent of the voting common stock 12 of such savings bank. 13 (b) Controls in any manner the election of a majority 14 of the directors of such savings bank. 15 (c) Exercises a controlling influence over the 16 management or policies of such savings bank. 17 (d) Owns, controls, or has power to vote 10 percent or 18 more of any class of voting securities of the savings bank, if 19 no other person or group of persons owns, controls, or has 20 power to vote a greater proportion of that class of voting 21 securities. In any case in which a proposed purchase or 22 acquisition of voting securities of a savings bank would give 23 rise to the presumption created under this paragraph, the 24 person or group of persons who proposes to purchase or acquire 25 the voting securities shall first give written notice of the 26 proposal to the department. Such notice may present 27 information that the proposed purchase or acquisition will not 28 result in control. The department shall afford the person 29 seeking to rebut the presumption an opportunity to present 30 views in writing or orally before its designated 31 representatives at an informal conference. 40 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (5)(a) A foreign savings bank, as defined in s. 2 667.013, whether controlled directly or indirectly by another 3 business organization, may acquire a Florida savings bank, 4 subject to approval by the department. The department shall 5 not approve the proposed acquisition unless: 6 1. The laws of the state in which the foreign savings 7 bank has its principal place of business permit savings banks 8 in that state to be acquired by Florida savings banks. 9 2. The Florida savings bank which is to be acquired 10 has been in existence and continuously operating for more than 11 2 years. 12 (b) The proposed acquisition shall be subject to any 13 conditions, restrictions, and requirements that would apply in 14 the state where the foreign savings bank has its principal 15 place of business if the foreign savings bank were to be 16 acquired by a Florida savings bank, which conditions, 17 restrictions, and requirements would not apply to the 18 acquisition by such foreign savings bank of another savings 19 bank in that state. 20 (c) This subsection does not apply to any merger by a 21 savings bank subject to s. 123 of Pub. L. No. 97-320. 22 667.009 Powers of savings bank generally.--Every 23 savings bank incorporated pursuant to or operating under the 24 provisions of the financial institutions codes shall have all 25 the powers enumerated, authorized, and permitted by this 26 chapter and such other rights, privileges, and powers as may 27 be incidental to or reasonably necessary or appropriate for 28 the accomplishment of the objectives and purposes of the 29 savings bank. Except as otherwise limited by the provisions of 30 the financial institutions codes, every savings bank shall 31 have the following powers: 41 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 (1) PROPERTY TRANSFERS.--To acquire, hold, sell, 2 dispose of, and convey real and personal estate consistent 3 with its objects and powers; to mortgage, pledge, or lease any 4 real or personal estate; and to take property by gifts, 5 devise, or bequest. 6 (2) SUBORDINATED DEBT.--To issue and sell, directly or 7 through underwriters, subordinated debt which shall represent 8 nonwithdrawable capital contributions and shall constitute 9 part of the equity capital of the savings bank. Such debt 10 shall have no voting rights; shall be subordinate to all 11 savings accounts, debt obligations, and claims of creditors of 12 the savings bank; and shall constitute a claim in liquidation 13 against any other equity capital account remaining after the 14 payment in full of all savings accounts, debt obligations, and 15 claims of creditors. Such subordinated debt shall be entitled 16 to the payment of earnings prior to the allocation of any 17 income to surplus or other equity capital accounts of the 18 savings bank and may be issued with a fixed rate of earnings 19 or with a prior claim to distribution of a specified 20 percentage of any net income remaining after required 21 allocations to reserves, or a combination thereof. Losses 22 shall be charged against subordinated debt only after other 23 equity capital accounts have been exhausted. 24 (3) SALE OF LOANS.--To sell with or without recourse 25 any loan, including any participating interests therein. 26 (4) SERVICING.--To service loans and investments for 27 others. 28 (5) AGENT.--To act as agent or escrowee for others in 29 any transaction incidental to the operation of its business. 30 (6) LIMITED TRUSTEESHIP.--To act, and receive 31 compensation therefor, as trustee of any trust created or 42 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 organized in the United States and forming a part of a stock 2 bonus, pension, or profit-sharing plan which qualifies or is 3 qualified for specific tax treatment under s. 401 of the 4 Internal Revenue Code of 1954, as amended, and to act as 5 trustee or custodian of an individual retirement account 6 within the meaning of s. 408 of such code if the funds of such 7 trust or account are invested only in savings accounts of such 8 savings bank or in obligations or securities issued by such 9 savings bank. All funds held in a fiduciary capacity by any 10 such savings bank under the authority of this subsection may 11 be commingled and consolidated for appropriate purposes of 12 investment, provided that records reflecting each separate 13 beneficial interest are maintained by the fiduciary unless 14 such responsibility is lawfully assumed by another appropriate 15 party. 16 (7) SCHOOL SAVINGS.--To contract with the proper 17 authorities of any public or nonpublic elementary or secondary 18 school or institution of higher learning, or any public or 19 charitable institution caring for minors, for the 20 participation and implementation by the savings bank in any 21 school or institutional thrift or savings plan, and to accept 22 savings accounts at such a school or institution, either by 23 its own collector or by any representative of the school or 24 institution which becomes the agent of the savings bank for 25 such purpose. 26 (8) PAYROLL SAVINGS.--To contract with any employer 27 with respect to the solicitation, collection, and receipt of 28 savings by payroll deduction to be credited to a designated 29 account or accounts of his or her or its employee or employees 30 who voluntarily may participate or with respect to the direct 31 deposit of wages or salary paid by such employer to the 43 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 account of the employee in a financial depository institution 2 by electronic or other medium upon authorization in writing by 3 the employee and his or her designation of the savings bank or 4 other financial depository institution as the recipient of 5 such deposits. 6 (9) DRAFTS.--To issue drafts and similar instruments 7 drawn on the savings bank to aid in effecting withdrawals and 8 for other purposes of the savings bank. 9 667.010 Loans.--On an annual average, based on monthly 10 computations, a savings bank shall have invested at least 50 11 percent of assets, other than liquid assets of a savings bank 12 invested in either real estate loans or interests therein on 13 home property or primarily residential property and not more 14 than 30 percent invested in loans for agricultural, business, 15 corporate, or commercial purposes. 16 667.011 Loan expenses.--Every savings bank may require 17 borrowers to pay all reasonable expenses incurred in 18 connection with the making, closing, disbursing, extending, 19 readjusting, or renewing of real estate loans. Without 20 limiting the generality of the foregoing, such expenses may 21 include appraisal, attorney, abstract, recording, and 22 registration fees; title examination; title insurance; 23 mortgage loan insurance; credit report; survey; drawing of 24 papers; escrow services; loan closing costs; and taxes or 25 charges imposed upon or in connection with the making and 26 recording of any loan. Every savings bank also may require 27 borrowers to pay the cost of all other necessary and 28 incidental services rendered by the savings bank or by others 29 in connection with real estate and other loans in such 30 reasonable amounts as may be fixed by the board of directors. 31 Without limiting the generality of the foregoing, such costs 44 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 may include the costs of services of inspectors, engineers, 2 and architects. Such initial charges may be collected by the 3 savings bank from the borrower and paid to any person, 4 including any director, officer, or employee of the savings 5 bank rendering such services, or paid directly by the 6 borrower. In lieu of such initial charges to cover such 7 expenses and costs, a savings bank may make a reasonable 8 charge, part or all of which may be retained by the savings 9 bank which renders such service or part or all of which may be 10 paid to others who render such services. The fees and charges 11 authorized by this chapter shall be in addition to interest 12 authorized by law and shall not be deemed to be a part of the 13 interest collected or agreed to be paid on such loans within 14 the meaning of any law of this state which limits the rate of 15 interest which may be exacted in any transaction. No director, 16 officer, or employee of a savings bank shall receive any fee 17 or other compensation of any kind in connection with procuring 18 any loan for a savings bank, except for services actually 19 rendered as provided in this section. 20 667.012 Dealing with successors in interest.--In the 21 case of any investment made by a savings bank in a real estate 22 loan, in the event the ownership of the real estate security 23 or any part thereof becomes vested in a person other than the 24 party or parties originally executing the security 25 instruments, and provided there is not an agreement in writing 26 to the contrary, a savings bank may, without notice to such 27 party or parties, deal with such successor or successors in 28 interest with reference to said mortgage and the debt thereby 29 secured in the same manner as with such party or parties, and 30 may forbear to sue or may extend time for payment of or 31 otherwise modify the terms of the debt secured thereby, 45 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 without discharging or in any way affecting the original 2 liability of such party or parties thereunder or upon the debt 3 thereby secured. 4 667.013 Foreign savings banks.-- 5 (1) DEFINED.--For the purposes of this section, the 6 term "foreign savings bank" includes any domestic joint 7 venture, business trust, syndicate, firm, company, savings 8 bank, fiduciary, partnership, or corporation, and all other 9 groups or combinations, by whatever name called, actually 10 engaged in the business of a savings bank, the principal 11 business office of which is located outside the territorial 12 limits of this state. 13 (2) ACTION BY DEPARTMENT.--The department is 14 authorized, empowered, and directed to obtain an injunction or 15 to take any other action necessary to prevent any foreign 16 savings bank from unlawfully doing any business of a savings 17 bank in this state. 18 (3) ACTIVITIES NOT CONSIDERED "DOING BUSINESS."--For 19 the purposes of this section and any other law of this state 20 prohibiting, limiting, or regulating the doing of business in 21 this state by foreign savings banks or foreign corporations of 22 any type, any federal savings bank, the principal office of 23 which is located outside this state, and any foreign savings 24 bank which is subject to state or federal supervision, or 25 both, which by law are subject to periodic examination by such 26 supervisory authority and to a requirement of periodic audit, 27 shall not be considered to be doing business in this state by 28 reason of engaging in any of the following activities: 29 (a) The purchase, acquisition, holding, sale, 30 assignment, transfer, collecting, and enforcement of 31 obligations or any interest therein secured by real estate 46 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 mortgages or other instruments in the nature of a mortgage, 2 covering real property located in this state, or the 3 foreclosure of such instruments, or the acquisition of title 4 to such property by foreclosure, or otherwise, as a result of 5 default under such instruments, or the holding, protection, 6 rental, maintenance, and operation of the property so 7 acquired, or the disposition thereof, provided such savings 8 banks shall not hold, own, or operate such property for a 9 period exceeding 5 years without securing the approval of the 10 department. 11 (b) The advertising or solicitation of savings 12 accounts or the making of any representation with respect 13 thereto in this state through the medium of mail, radio, 14 television, magazines, or newspapers or any other medium which 15 is published or circulated within this state, provided that 16 such advertising, solicitation, or the making of such 17 representations is accurately descriptive of the facts. 18 Section 16. Effective July 1, 1997, subsection (3) is 19 added to section 737.101, Florida Statutes, to read: 20 737.101 Principal place of administration of trust; 21 duty to register trust.-- 22 (3) Unless otherwise designated in the trust agreement 23 and notwithstanding any other provision of this section, the 24 principal place of administration of a trust, for which a 25 bank, association, or trust company organized under the laws 26 of this state or bank or savings association organized under 27 the laws of the United States with its main office in this 28 state has been appointed trustee, shall not be moved or 29 otherwise affected solely because the trustee engaged in an 30 interstate merger transaction with an out-of-state bank 31 47 CODING: Words stricken are deletions; words underlined are additions. ENROLLED 1997 Legislature CS/HB 541, First Engrossed 1 pursuant to s. 658.2953 in which the out-of-state bank is the 2 resulting bank. 3 Section 17. Subsection (1) of section 280.03, Florida 4 Statutes, 1996 Supplement, is amended to read: 5 280.03 Public deposits to be secured; exceptions.-- 6 (1)(a) All public deposits shall be secured as 7 provided in this chapter. Notwithstanding the provisions of 8 any other law, a public deposit as defined in s. 280.02(13) 9 may be deposited in a qualified public depository as defined 10 in s. 280.02(16). 11 (b) Public funds shall not be deposited directly or 12 indirectly in negotiable certificates of deposit. Except as 13 otherwise provided by law, no public deposit may be made 14 except in a qualified public depository. 15 Section 18. Effective July 1, 1997, banks or 16 associations and trust companies resulting from an interstate 17 merger transaction with a Florida bank pursuant to s. 18 658.2953, Florida Statutes, and having trust powers are not 19 prohibited from exercising any of the powers or duties and 20 from acting in any of the capacities, within this state, as 21 provided in s. 660.41, Florida Statutes. This section is 22 repealed September 1, 1999. 23 Section 19. Paragraph (e) of subsection (6) of section 24 658.295, Florida Statutes, as created by section 7 of chapter 25 96-168, Laws of Florida, is hereby repealed. 26 Section 20. Except as otherwise provided herein, this 27 act shall take effect October 1, 1997. 28 29 30 31 48