| 1 | A bill to be entitled |
| 2 | An act relating to financial services; amending s. 520.02, |
| 3 | F.S.; defining the term "guaranteed asset protection |
| 4 | product"; amending s. 520.07, F.S.; authorizing certain |
| 5 | entities to offer optional guaranteed asset protection |
| 6 | products under certain circumstances; prohibiting such |
| 7 | entities from requiring purchase of such products as a |
| 8 | condition for certain financial transactions; providing |
| 9 | requirements for offering such products; providing |
| 10 | limitations; amending s. 520.35, F.S.; revising a fee |
| 11 | relating to certain revolving accounts; amending s. |
| 12 | 624.605, F.S.; including debt cancellation products under |
| 13 | casualty insurance; providing a definition; authorizing |
| 14 | certain entities to offer debt cancellation products under |
| 15 | certain circumstances; specifying such products as not |
| 16 | constituting insurance; amending ss. 627.553 and 627.679, |
| 17 | F.S.; revising limitations on the amount of authorized |
| 18 | insurance for debtors; amending s. 627.681, F.S.; revising |
| 19 | a limitation on the term of credit disability insurance; |
| 20 | amending s. 655.005, F.S.; revising and providing |
| 21 | definitions; amending s. 655.79, F.S.; specifying certain |
| 22 | accounts as tenancies by the entireties; creating s. |
| 23 | 655.967, F.S.; requiring that state-funded endowments be |
| 24 | maintained in trust accounts in certain state banks; |
| 25 | creating s. 655.947, F.S.; authorizing financial |
| 26 | institutions to offer debt cancellation products; |
| 27 | authorizing a fee; providing a definition; providing |
| 28 | requirements for financial institutions relating to debt |
| 29 | cancellation products; requiring the Financial Services |
| 30 | Commission to adopt rules; specifying that periodic |
| 31 | payment options are not required to be offered for certain |
| 32 | debt cancellation products; amending s. 655.954, F.S.; |
| 33 | authorizing certain institutions to offer optional debt |
| 34 | cancellation products with certain financial transactions; |
| 35 | prohibiting requiring such products as a condition of such |
| 36 | transactions; updating definitions; amending s. 658.21, |
| 37 | F.S.; revising ownership requirements for capital accounts |
| 38 | at opening for a bank or trust company; providing capital |
| 39 | investment requirements for owners of certain holding |
| 40 | companies; amending s. 658.34, F.S.; revising requirements |
| 41 | for shares of capital stock of banks and trust companies; |
| 42 | providing restrictions on issuance or sale of certain |
| 43 | stock under certain circumstances; amending s. 658.36, |
| 44 | F.S.; requiring a state bank or trust company to file a |
| 45 | written notice before increasing its capital stock; |
| 46 | amending s. 658.44, F.S.; revising certain notice |
| 47 | requirements relating to dissenting stockholders; revising |
| 48 | criteria for determining the value of dissenting shares of |
| 49 | certain entities; providing an effective date. |
| 50 |
|
| 51 | Be It Enacted by the Legislature of the State of Florida: |
| 52 |
|
| 53 | Section 1. Subsections (7) through (19) of section 520.02, |
| 54 | Florida Statutes, are renumbered as subsections (8) through |
| 55 | (20), respectively, and new subsection (7) is added to that |
| 56 | section to read: |
| 57 | 520.02 Definitions.--In this act, unless the context or |
| 58 | subject matter otherwise requires: |
| 59 | (7) "Guaranteed asset protection product" means a loan, |
| 60 | lease, or retail installment contract term, or modification or |
| 61 | addendum to a loan, lease, or retail installment contract, under |
| 62 | which a creditor agrees to waive a customer's liability for |
| 63 | payment of some or all of the amount by which the debt exceeds |
| 64 | the value of the collateral. Such a product is not insurance for |
| 65 | purposes of the Florida Insurance Code. This subsection also |
| 66 | applies to all guaranteed asset protection products issued before |
| 67 | October 1, 2007. |
| 68 | Section 2. Subsection (11) is added to section 520.07, |
| 69 | Florida Statutes, to read: |
| 70 | 520.07 Requirements and prohibitions as to retail |
| 71 | installment contracts.-- |
| 72 | (11) In conjunction with entering into any new retail |
| 73 | installment contract or contract for a loan, a motor vehicle |
| 74 | retail installment seller as defined in s. 520.02, a sales |
| 75 | finance company as defined in s. 520.02, or a retail lessor as |
| 76 | defined in s. 521.003, and any assignee of such an entity, may |
| 77 | offer, for a fee or otherwise, optional guaranteed asset |
| 78 | protection products in accordance with this chapter. The motor |
| 79 | vehicle retail installment seller, sales finance company, retail |
| 80 | lessor, or assignee may not require the purchase of a guaranteed |
| 81 | asset protection product as a condition for making the loan. In |
| 82 | order to offer any guaranteed asset protection product, a motor |
| 83 | vehicle retail installment seller, sales finance company, or |
| 84 | retail lessor, and any assignee of such an entity, shall comply |
| 85 | with the following: |
| 86 | (a) The cost of any guaranteed asset protection product, |
| 87 | with respect to any loan covered by the guaranteed asset |
| 88 | protection product, shall not exceed the amount of the |
| 89 | indebtedness. |
| 90 | (b) Any contract or agreement pertaining to a guaranteed |
| 91 | asset protection product shall be governed by this section. |
| 92 | (c) A guaranteed asset protection product is considered an |
| 93 | obligation of any person that purchases or otherwise acquires |
| 94 | the loan contract covering such product. |
| 95 | (d) An entity providing guaranteed asset protection |
| 96 | products shall provide readily understandable disclosures that |
| 97 | explain in detail eligibility requirements, conditions, refunds, |
| 98 | and exclusions. The disclosures must provide that the purchase |
| 99 | of the product is optional. The disclosures must be in plain |
| 100 | language and of a typeface and size that are easy to read. |
| 101 | (e) An entity must provide a copy of the executed |
| 102 | guaranteed asset protection product contract to the buyer. The |
| 103 | entity bears the burden of proving the contract was provided to |
| 104 | the buyer. |
| 105 | (f) An entity may not offer a contract for a guaranteed |
| 106 | asset protection products that contains terms giving the entity |
| 107 | the right to unilaterally modify the contract unless: |
| 108 | 1. The modification is favorable to the buyer and is made |
| 109 | without additional charge to the buyer; or |
| 110 | 2. The buyer is notified of any proposed change and is |
| 111 | provided a reasonable opportunity to cancel the contract without |
| 112 | penalty before the change goes in effect. |
| 113 | (g) If a contract for a guaranteed asset protection |
| 114 | product is terminated, the entity shall refund to the buyer any |
| 115 | unearned fees paid for the contract unless the contract provides |
| 116 | otherwise. A refund is not due to a consumer who receives a |
| 117 | benefit under such product. In order to receive a refund, the |
| 118 | buyer must notify the entity of the event terminating the |
| 119 | contract and request a refund within 90 days after the |
| 120 | occurrence of the event terminating the contract. An entity may |
| 121 | offer a buyer a contract that does not provide for a refund only |
| 122 | if the entity also offers that buyer a bona fide option to |
| 123 | purchase a comparable contract that provides for a refund. |
| 124 | Section 3. Subsection (3) of section 520.35, Florida |
| 125 | Statutes, is amended to read: |
| 126 | 520.35 Revolving accounts.-- |
| 127 | (3) Notwithstanding the provisions of any other law, the |
| 128 | seller under a revolving account may charge, receive, and |
| 129 | collect a finance charge which may not exceed 15 cents per $10 |
| 130 | per month, computed on all amounts unpaid under the revolving |
| 131 | account from month to month (which need not be a calendar month) |
| 132 | or other regular period, and a delinquency charge not to exceed |
| 133 | $25 $10 for each payment in default for a period of not less |
| 134 | than 10 days, if the charge is agreed upon, in writing, between |
| 135 | the parties before imposing any charge. If the amount of the |
| 136 | finance charge so computed is less than $1 for any such month, a |
| 137 | finance charge of $1 for any such month may be charged, |
| 138 | received, and collected. If the regular period is other than |
| 139 | such monthly period or if the unpaid amount is less than or |
| 140 | greater than $5, the permitted finance charge shall be computed |
| 141 | proportionately. Such finance charge may be computed for all |
| 142 | unpaid balances within a range of not in excess of $10 on the |
| 143 | basis of the median amount within such range, if as so computed |
| 144 | such finance charge is applied to all unpaid balances within |
| 145 | such range. |
| 146 | Section 4. Paragraph (r) is added to subsection (1) of |
| 147 | section 624.605, Florida Statutes, to read: |
| 148 | 624.605 "Casualty insurance" defined.-- |
| 149 | (1) "Casualty insurance" includes: |
| 150 | (r) Insurance for debt cancellation products.--Insurance |
| 151 | that a creditor may purchase against the risk of financial loss |
| 152 | from the use of debt cancellation products with consumer loans |
| 153 | or leases or retail installment contracts. |
| 154 | 1. For purposes of this paragraph, the term "debt |
| 155 | cancellation products" means loan, lease, or retail installment |
| 156 | contract terms, or modifications to loan, lease, or retail |
| 157 | installment contracts, under which a creditor agrees to cancel |
| 158 | or suspend all or part of a customer's obligation to make |
| 159 | payments upon the occurrence of specified events and includes, |
| 160 | but is not limited to, debt cancellation contracts, debt |
| 161 | suspension agreements, and guaranteed asset protection |
| 162 | contracts. However, the term "debt cancellation products" does |
| 163 | not include title insurance as defined in s. 624.608. |
| 164 | 2. Debt cancellation products may be offered by financial |
| 165 | institutions, as defined in s. 655.005(1)(h), including insured |
| 166 | depository institutions as defined in 12 U.S.C. s. 1813(c), and |
| 167 | subsidiaries of such institutions, as provided in the financial |
| 168 | institution codes, or by other business entities as may be |
| 169 | specifically authorized by law, and such products shall not |
| 170 | constitute insurance for purposes of the Florida Insurance Code. |
| 171 | Section 5. Subsection (3) of section 627.553, Florida |
| 172 | Statutes, is amended to read: |
| 173 | 627.553 Debtor groups.--The lives of a group of |
| 174 | individuals may be insured under a policy issued to a creditor |
| 175 | or its parent holding company, or to a trustee or trustees or |
| 176 | agent designated by two or more creditors, which creditor, |
| 177 | holding company, affiliate, trustee or trustees, or agent shall |
| 178 | be deemed the policyholder, to insure debtors of the creditor or |
| 179 | creditors, subject to the following requirements: |
| 180 | (3) The amount of insurance on the life of any debtor |
| 181 | shall at no time exceed the amount owed by the debtor her or him |
| 182 | which is repayable in installments to the creditor or $50,000, |
| 183 | whichever is less, except that loans not exceeding 1 year's |
| 184 | duration shall not be subject to such limits. However, on such |
| 185 | loans not exceeding 1 year's duration, the limit of coverage |
| 186 | shall not exceed $50,000 with any one insurer. |
| 187 | Section 6. Paragraph (b) of subsection (1) of section |
| 188 | 627.679, Florida Statutes, is amended to read: |
| 189 | 627.679 Amount of insurance; disclosure.-- |
| 190 | (1) |
| 191 | (b) The total amount of credit life insurance on the life |
| 192 | of any debtor with respect to any loan or loans covered in one |
| 193 | or more insurance policies shall at no time exceed the amount of |
| 194 | the indebtedness $50,000 with any one creditor, except that |
| 195 | loans not exceeding 1 year's duration shall not be subject to |
| 196 | such limits, and on such loans not exceeding 1 year's duration, |
| 197 | the limits of coverage shall not exceed $50,000 with any one |
| 198 | insurer. |
| 199 | Section 7. Subsection (2) of section 627.681, Florida |
| 200 | Statutes, is amended to read: |
| 201 | 627.681 Term and evidence of insurance.-- |
| 202 | (2) The term of credit disability insurance on any debtor |
| 203 | insured under this section shall not exceed the term of |
| 204 | indebtedness 10 years, and for credit transactions that exceed |
| 205 | 60 months, coverage shall not exceed 60 monthly indemnities. |
| 206 | Section 8. Paragraphs (g) and (h) of subsection (1) of |
| 207 | section 655.005, Florida Statutes, are amended, and paragraph |
| 208 | (t) is added to that subsection, to read: |
| 209 | 655.005 Definitions.-- |
| 210 | (1) As used in the financial institutions codes, unless |
| 211 | the context otherwise requires, the term: |
| 212 | (g) "Federal financial institution" means a federally or |
| 213 | nationally chartered or organized financial institution |
| 214 | association, bank, savings bank, or credit union. |
| 215 | (h) "Financial institution" means a state or federal |
| 216 | savings or thrift association, bank, savings bank, trust |
| 217 | company, international bank agency, international banking |
| 218 | organization, international branch, international representative |
| 219 | office, or international administrative office, or credit union, |
| 220 | or an agreement corporation operating pursuant to s. 25 of the |
| 221 | Federal Reserve Act, 12 U.S.C. ss. 601 et seq. or Edge Act |
| 222 | corporation organized pursuant to s. 25(a) of the Federal |
| 223 | Reserve Act, 12 U.S.C. ss. 611 et seq. |
| 224 | (t) "Debt cancellation products" means loan, lease, or |
| 225 | retail installment contract terms, or modifications or addenda |
| 226 | to loan, lease, or retail installment contracts, under which a |
| 227 | creditor agrees to cancel or suspend all or part of a customer's |
| 228 | obligation to make payments upon the occurrence of specified |
| 229 | events and includes, but is not limited to, debt cancellation |
| 230 | contracts, debt suspension agreements, and guaranteed asset |
| 231 | protection contracts offered by financial institutions, insured |
| 232 | depository institutions as defined in 12 U.S.C. s. 1813(c), and |
| 233 | subsidiaries of such institutions. However, the term "debt |
| 234 | cancellation products" does not include title insurance as |
| 235 | defined in s. 624.608. |
| 236 | Section 9. Subsection (1) of section 655.79, Florida |
| 237 | Statutes, is amended to read: |
| 238 | 655.79 Deposits and accounts in two or more names; |
| 239 | presumption as to vesting on death.-- |
| 240 | (1) Unless otherwise expressly provided in a contract, |
| 241 | agreement, or signature card executed in connection with the |
| 242 | opening or maintenance of an account, including a certificate of |
| 243 | deposit, a deposit account in the names of two or more persons |
| 244 | shall be presumed to have been intended by such persons to |
| 245 | provide that, upon the death of any one of them, all rights, |
| 246 | title, interest, and claim in, to, and in respect of such |
| 247 | deposit account, less all proper setoffs and charges in favor of |
| 248 | the institution, vest in the surviving person or persons. Any |
| 249 | deposit or account made in the name of two persons who are |
| 250 | husband and wife shall be considered a tenancy by the entirety |
| 251 | unless otherwise specified in writing. |
| 252 | Section 10. Section 655.967, Florida Statutes, is created |
| 253 | to read: |
| 254 | 655.967 State-funded endowments.--Notwithstanding any |
| 255 | other provision of law, state-funded endowments shall be |
| 256 | maintained in trust accounts in national or state-chartered |
| 257 | banks situated in the state. |
| 258 | Section 11. Section 655.947, Florida Statutes, is created |
| 259 | to read: |
| 260 | 655.947 Debt cancellation products.-- |
| 261 | (1) Debt cancellation products may be offered, and a fee |
| 262 | may be charged, by financial institutions and subsidiaries of |
| 263 | financial institutions subject to the provisions of this section |
| 264 | and the rules and orders of the commission or office. As used in |
| 265 | this section, the term "financial institutions" includes those |
| 266 | defined in s. 655.005(1)(h), insured depository institutions as |
| 267 | defined in 12 U.S.C. s. 1813, and subsidiaries of such |
| 268 | institutions. |
| 269 | (2) A financial institution shall manage the risks |
| 270 | associated with debt cancellation products in accordance with |
| 271 | prudent safety and soundness principles. A financial institution |
| 272 | shall establish and maintain effective risk management and |
| 273 | control processes over its debt cancellation products and |
| 274 | programs. Such processes shall include appropriate recognition |
| 275 | and financial reporting of income, expenses, assets, and |
| 276 | liabilities and appropriate treatment of all expected and |
| 277 | unexpected losses associated with the products. Each financial |
| 278 | institution shall also assess the adequacy of its internal |
| 279 | control and risk mitigation activities in view of the nature and |
| 280 | scope of its debt cancellation products and programs. |
| 281 | (3) The commission shall adopt rules pursuant to ss. |
| 282 | 120.536(1) and 120.54 to administer this section, which rules |
| 283 | must be consistent with 12 C.F.R. part 37, as amended. |
| 284 | (4) For the purposes of this section and any rules adopted |
| 285 | pursuant to this section, a periodic payment option is not |
| 286 | required to be offered for any debt cancellation product |
| 287 | designed to protect a customer against a deficiency between the |
| 288 | outstanding loan or lease amount and the value of the motor |
| 289 | vehicle that is used as collateral for the loan or lease. |
| 290 | Section 12. Section 655.954, Florida Statutes, is amended |
| 291 | to read: |
| 292 | 655.954 Financial institution loans; credit cards.-- |
| 293 | (1) Notwithstanding any other provision of law, a |
| 294 | financial institution shall have the power to make loans or |
| 295 | extensions of credit to any person on a credit card or overdraft |
| 296 | financing arrangement and to charge, in any billing cycle, |
| 297 | interest on the outstanding amount at a rate that is specified |
| 298 | in a written agreement, between the financial institution and |
| 299 | borrower, governing the credit card account. Such credit card |
| 300 | agreement may modify any terms or conditions of such credit card |
| 301 | account upon prior written notice of such modification as |
| 302 | specified by the terms of the agreement governing the credit |
| 303 | card account or by the Truth in Lending Act, 15 U.S.C. ss. 1601 |
| 304 | et seq., as amended, and the rules and regulations adopted under |
| 305 | such act. Any such notice provided by a financial institution |
| 306 | shall specify that the borrower has the right to surrender the |
| 307 | credit card whereupon the borrower shall have the right to |
| 308 | continue to pay off the borrower's credit card account in the |
| 309 | same manner and under the same terms and conditions as then in |
| 310 | effect. The borrower's failure to surrender the credit card |
| 311 | prior to the modifications becoming effective shall constitute a |
| 312 | consent to the modifications. |
| 313 | (2) In conjunction with entering into any contract or |
| 314 | agreement for a loan, line of credit, or loan extension, a |
| 315 | financial institution, insured depository institution as defined |
| 316 | in 12 U.S.C. s. 1813, and subsidiaries of such institutions may |
| 317 | offer, for a fee or otherwise, optional debt cancellation |
| 318 | products pursuant to s. 655.947 and rules adopted under that |
| 319 | section. The financial institution may not require the purchase |
| 320 | of a debt cancellation product as a condition for making the |
| 321 | loan, line of credit, or loan extension. |
| 322 | (3)(2) For the purpose of this section, the term: |
| 323 | (a) "Billing cycle" has the same meaning as ascribed to it |
| 324 | under the federal Truth in Lending Act, 15 U.S.C. ss. 1601 et |
| 325 | seq., as amended, and the associated regulations which are in |
| 326 | effect as of June 30, 2007 1992. |
| 327 | (b) "Interest" means those charges considered a finance |
| 328 | charge under the federal Truth in Lending Act, 15 U.S.C. ss. |
| 329 | 1601 et seq., as amended, and the associated regulations which |
| 330 | are in effect as of June 30, 2007 1992. |
| 331 | Section 13. Subsection (2) of section 658.21, Florida |
| 332 | Statutes, is amended to read: |
| 333 | 658.21 Approval of application; findings required.--The |
| 334 | office shall approve the application if it finds that: |
| 335 | (2) The proposed capitalization is in such amount as the |
| 336 | office deems adequate, but in no case may the total capital |
| 337 | accounts at opening for a bank be less than $8 $6 million if the |
| 338 | proposed bank is to be located in any county which is included |
| 339 | in a metropolitan statistical area, or $4 million if the |
| 340 | proposed bank is to be located in any other county. The total |
| 341 | capital accounts at opening for a trust company may not be less |
| 342 | than $3 $2 million. The organizing directors of the proposed |
| 343 | bank shall directly own or control at least the lesser of $3 |
| 344 | million or 25 percent of the bank's total capital accounts |
| 345 | proposed at opening as approved by the office. When the proposed |
| 346 | bank will be owned by a single-bank holding company, the |
| 347 | organizing directors of the proposed bank collectively shall |
| 348 | directly own or control at least an amount of the single-bank |
| 349 | holding company's capital accounts equal to the lesser of $3 |
| 350 | million or 25 percent of the proposed bank's total capital |
| 351 | accounts proposed at opening as approved by the office. When the |
| 352 | proposed bank will be owned by an existing multi-bank holding |
| 353 | company, the proposed directors shall have a substantial capital |
| 354 | investment in the holding company, as determined by the office; |
| 355 | however, such investment shall not be required to exceed the |
| 356 | amount otherwise required for a single-bank holding company |
| 357 | application. Of total capital accounts at opening, as noted in |
| 358 | the application or amendments or changes to the application, at |
| 359 | least 25 percent of the capital shall be directly owned or |
| 360 | controlled by the organizing directors of the bank. Directors of |
| 361 | banks owned by single-bank holding companies shall have direct |
| 362 | ownership or control of at least 25 percent of the bank holding |
| 363 | company's capital accounts. The office may disallow illegally |
| 364 | obtained currency, monetary instruments, funds, or other |
| 365 | financial resources from the capitalization requirements of this |
| 366 | section. The proposed stock offering must comply with the |
| 367 | requirements of ss. 658.23-658.25 and ss. 658.34-658.37. |
| 368 | Section 14. Section 658.34, Florida Statutes, is amended |
| 369 | to read: |
| 370 | 658.34 Shares of capital stock.-- |
| 371 | (1) A bank or trust company shall issue its capital stock |
| 372 | with par value of not more than $100 nor less than $1 per share. |
| 373 | (2) No bank or trust company shall issue any shares of |
| 374 | capital stock at a price less than par value, and prior to |
| 375 | issuance, any such shares must be fully paid in cash. |
| 376 | (3) With the approval of the office, a bank or trust |
| 377 | company may issue preferred stock of one or more classes in an |
| 378 | amount and with a par value as approved by the office. |
| 379 | (4) With the approval of the office, a bank or trust |
| 380 | company may issue less than all the number of shares of any of |
| 381 | its capital stock authorized by its articles of incorporation. |
| 382 | Such authorized but unissued shares may be issued only for the |
| 383 | following purposes: |
| 384 | (a) To provide for stock options and warrants as provided |
| 385 | in s. 658.35. |
| 386 | (b) To declare or pay a stock dividend; however, any such |
| 387 | stock dividend must comply with the provisions of this section |
| 388 | and s. 658.37. |
| 389 | (c) To increase the capital of the bank or trust company, |
| 390 | with the approval of the office. |
| 391 | (5) Stock of the same class may not be issued or sold by |
| 392 | the financial institution that creates different rights, |
| 393 | options, warrants, or benefits among the purchasers or |
| 394 | stockholders of that class of stock. Such prohibition does not |
| 395 | restrict the financial institution from creating uniform |
| 396 | restrictions on the transfer of stock as permitted in s. |
| 397 | 607.0627. |
| 398 | Section 15. Subsection (2) of section 658.36, Florida |
| 399 | Statutes, is amended to read: |
| 400 | (2) Any state bank or trust company may, with the approval |
| 401 | of the office, provide for an increase in its capital stock |
| 402 | after filing a written notice at least 15 days prior to making |
| 403 | such increase. |
| 404 | Section 16. Subsections (2) and (5) of section 658.44, |
| 405 | Florida Statutes, are amended to read: |
| 406 | 658.44 Approval by stockholders; rights of dissenters; |
| 407 | preemptive rights.-- |
| 408 | (2) Written notice of the meeting of, or proposed written |
| 409 | consent action by, the stockholders of each constituent state |
| 410 | bank or state trust company shall be given to each stockholder |
| 411 | of record, whether or not entitled to vote, and whether the |
| 412 | meeting is an annual or a special meeting or whether the vote is |
| 413 | to be by written consent pursuant to s. 607.0704, and the notice |
| 414 | shall state that the purpose or one of the purposes of the |
| 415 | meeting, or of the proposed action by the stockholders without a |
| 416 | meeting, is to consider the proposed plan of merger and merger |
| 417 | agreement. Except to the extent provided otherwise with respect |
| 418 | to stockholders of a resulting bank or trust company pursuant to |
| 419 | subsection (7), the notice shall also state that dissenting |
| 420 | stockholders, including stockholders not entitled to vote but |
| 421 | dissenting under paragraph (c), will be entitled to payment in |
| 422 | cash of the value of only those shares held by the stockholders: |
| 423 | (a) Which at a meeting of the stockholders are voted |
| 424 | against the approval of the plan of merger and merger agreement; |
| 425 | (b) As to which, if the proposed action is to be by |
| 426 | written consent of stockholders pursuant to s. 607.0704, such |
| 427 | written consent is not given by the holder thereof; or |
| 428 | (c) With respect to which the holder thereof has given |
| 429 | written notice to the constituent state bank or trust company, |
| 430 | at or prior to the meeting of the stockholders or on or prior to |
| 431 | the date specified for action by the stockholders without a |
| 432 | meeting pursuant to s. 607.0704 in the notice of such proposed |
| 433 | action, that the stockholder dissents from the plan of merger |
| 434 | and merger agreement, and which shares are not voted for |
| 435 | approval of the plan or written consent given pursuant to |
| 436 | paragraph (a) or paragraph (b). |
| 437 |
|
| 438 | Hereinafter in this section, the term "dissenting shares" means |
| 439 | and includes only those shares, which may be all or less than |
| 440 | all the shares of any class owned by a stockholder, described in |
| 441 | paragraphs (a), (b), and (c). |
| 442 | (5) The fair value, as defined in s. 607.1301(4), of |
| 443 | dissenting shares of each constituent state bank or state trust |
| 444 | company, the owners of which have not accepted an offer for such |
| 445 | shares made pursuant to subsection (3), shall be determined |
| 446 | pursuant to ss. 607.1326-607.1331 except as the procedures for |
| 447 | notice and demand are otherwise provided in this section as of |
| 448 | the effective date of the merger by three appraisers, one to be |
| 449 | selected by the owners of at least two-thirds of such dissenting |
| 450 | shares, one to be selected by the board of directors of the |
| 451 | resulting state bank, and the third to be selected by the two so |
| 452 | chosen. The value agreed upon by any two of the appraisers shall |
| 453 | control and be final and binding on all parties. If, within 90 |
| 454 | days from the effective date of the merger, for any reason one |
| 455 | or more of the appraisers is not selected as herein provided, or |
| 456 | the appraisers fail to determine the value of such dissenting |
| 457 | shares, the office shall cause an appraisal of such dissenting |
| 458 | shares to be made which will be final and binding on all |
| 459 | parties. The expenses of appraisal shall be paid by the |
| 460 | resulting state bank or trust company. |
| 461 | Section 17. This act shall take effect October 1, 2007. |