13-2-212. Approval or disapproval of application; criteria
for approval; action upon application; interim bank charter; fee.
(a) Within ninety (90) days after receipt of the transcript of the public hearing, the board shall in its discretion approve, conditionally approve or disapprove the application, but it shall not approve the application until it has ascertained to its satisfaction:
(i) The public need and convenience will be promoted by the establishment of the proposed financial institution;
(ii) Conditions in the community in which the proposed financial institution would transact business afford reasonable promise of successful operation;
(iii) The financial institution is being formed for no other purpose than the legitimate objects contemplated by the laws of the state;
(iv) The proposed capital and surplus are not less than the required minimum and are adequate in light of current and prospective conditions;
(v) The proposed officers and directors have sufficient experience, ability and standing to afford reasonable promise of successful operation;
(vi) The name of the proposed financial institution does not resemble so closely as to cause confusion the name of any other financial institution transacting business in the state; and
(vii) The applicants have complied with all applicable provisions of law.
(b) The board shall take action upon the application by stating its findings of fact and conclusions of law. If the board approves the application, the state banking commissioner shall endorse upon the articles of incorporation the approval and shall file one (1) copy with the secretary of state, retain one (1) copy in his files and return one (1) copy to the applicants within twenty (20) days after the date of the decision of the board approving the application. If the board conditionally approves an application by requiring increased capital or surplus, retention of additional qualified officers or directors, or change of name to avoid confusion, and upon compliance by the applicant, the state banking commissioner shall proceed as provided in the preceding sentence. If the board disapproves the application, the state banking commissioner shall mail notice of the disapproval to the applicants within twenty (20) days after the board's negative action.
(c) The board may waive the public hearing required under W.S. 13-2-207 if the application is for an interim bank charter to be used as a vehicle for merger with an existing bank which is currently serving the public need and convenience of the community, operating profitably, adequately capitalized, has officers and directors of proven ability and is to be chartered solely for the purpose of facilitating the merger and the change in ownership of the existing bank in accordance with W.S. 13-4-108. The application fee for an interim bank charter for which a public hearing is waived shall be established by rule and regulation of the commissioner. The fee shall be deposited by the state banking commissioner with the state treasurer and credited to the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the director or commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner or the state banking board.
13-2-213. Certificate of authority to commence business
required; application; approval or denial; failure to commence business. If the application is approved and a charter granted by the board, the financial institution shall not commence business before receiving a certificate of authority to operate from the state banking commissioner. The application for a certificate of authority shall be made to the state banking commissioner and shall certify that the capital and surplus have been paid in, the address at which the institution will operate and that all of the bylaws adopted have been attached as an exhibit to the application. The application shall state who the officers, directors and stockholders are at that time and have attached evidence that appropriate federal insurance of deposits has been obtained, where applicable. The state banking commissioner shall approve or deny an application for a certificate of authority within thirty (30) days after the application has been filed, but the authority of the state banking commissioner to disapprove any application is restricted solely to noncompliance with this section. If the state banking commissioner approves the application, he shall issue a certificate of authority to the organizers within twenty (20) days. If the state banking commissioner denies the application, he shall mail a notice of denial to the organizers within twenty (20) days, stating the reasons for denying the application, and grant to the organizers a maximum period of ninety (90) days to resubmit the application with the necessary corrections. If the applicant fails to comply with requirements of the notice of denial within ninety (90) days from the receipt of the notice, the approval of the application and articles of incorporation previously issued to the applying institution shall be revoked by the state banking commissioner. The failure of the state banking commissioner to act upon an application for a certificate of authority within thirty (30) days shall be deemed an approval. If the approved institution fails to commence business in good faith within one (1) year after the issuance of a certificate of authority by the state banking commissioner or any required federal approval, whichever is later, the charter and certificate of authority shall expire.
Any decision of the board in approving or disapproving any charter or the issuance or denial of a certificate of authority is appealable to the district court of the county in which the institution is to be located in accordance with the provisions of the Wyoming Administrative Procedure Act. In addition to the grounds for appeal contained in the Wyoming Administrative Procedure Act, the appellant may appeal if the board or the state banking commissioner fails to make any of the findings required.
13-2-215. Report of interests in financial institutions by state banking commissioner and board members.
On or before January 10 of each calendar year the state banking commissioner and each member of the board shall submit to the governor a list of all assets and liabilities of any nature that he has in any financial institution in the state of Wyoming or elsewhere. The list shall be certified under oath and a copy shall be furnished to the chairman of the board.
13-2-216. Conversion of special purpose depository institution into state bank.
(a) The commissioner, with approval of the board, may convert the charter of a special purpose depository institution chartered under W.S. 13-12-115 to a state bank chartered under this article. A conversion shall occur as follows:
(i) A special purpose depository institution seeking to convert its charter to a state bank shall file an application to convert that contains a comprehensive plan for conversion as required by this section and rules promulgated by the commissioner. The application shall include a certificate signed by the institution's president and a majority of the board of directors setting forth the action taken to support the proposed conversion in compliance with this section. The plan of conversion and a proposed organizational instrument that includes the information required by W.S. 13-2-202 shall be approved by the shareholders of the special purpose depository institution prior to submitting an application for conversion;
(ii) The application to convert shall include a comprehensive plan for conversion setting forth any necessary disposition of assets and liabilities in reasonable detail to effect the conversion, and any other plans required by the commissioner. The application shall be accompanied by a fee consistent with W.S. 13-2-208. The plan of conversion shall provide for the discharge or assumption of all known and unknown claims and liabilities of the special purpose depository institution. Additionally, the application for conversion shall include other evidence, certifications, affidavits, documents or information as the commissioner may require, including demonstration of how assets and liabilities will be disposed, the timetable for effecting disposition or transfer of the assets and liabilities and a proposal for addressing any claims that are asserted after conversion has been completed;
(iii) The commissioner shall examine the application for compliance with this section, the requirements of W.S. 13-2-207 through 13-2-212 that are not inconsistent with this section and applicable rules.
(b) Upon receipt of a complete application, the commissioner shall notify the board. The board, in its discretion, may allow the commissioner to proceed with approval of an application on an expedited basis without further oversight or approval by the board or, if deemed necessary by the board, the board may require a process consistent with W.S. 13-2-207, 13-2-209 and 13-2-211. Where an expedited review is allowed by the board, the commissioner shall approve or deny a conversion application under this section not more than ninety (90) days after receipt of a complete application.
(c) The application shall not be approved under this section until the board or commissioner, as applicable, has ascertained to the board's or commissioner's satisfaction that the proposed state bank satisfies all criteria under W.S. 13-2-212(a)(i) through (iii), (v) and (vi), complies with all applicable capital requirements and capital levels are sufficient in light of current and prospective conditions and meets all applicable requirements and any applicable rules to operate as a state bank. If the application is to be approved by the board, the board shall take action consistent with W.S. 13-2-212(b).
(d) If the application is approved and a charter granted by the board or commissioner, the converting special purpose depository institution shall not commence business as a state bank before receiving a certificate of authority to operate as a state bank from the state banking commissioner. Upon approval of an application the special purpose depository institution shall apply for a certificate of authority to the state banking commissioner and shall certify that the capital levels comply with all applicable capital requirements and any additional capital requirements imposed by the state banking commissioner have been paid in, the address at which the converted state bank will operate and that all of the bylaws adopted have been attached as an exhibit to the application for certificate of authority. The application for a certificate of authority shall state who the officers, directors and stockholders are at that time and attach evidence that appropriate federal insurance of deposits has been obtained, where applicable. The state banking commissioner shall approve or deny an application for a certificate of authority not more than thirty (30) days after a complete application has been filed. If the state banking commissioner approves the application, he shall issue a certificate of authority to the converted state bank not later than twenty (20) days after approval of the application. If the state banking commissioner denies the application, he shall mail a notice of denial to the converted state bank not later than twenty (20) days after denial of the application, stating the reasons for denying the application, and grant to the converted state bank not more than ninety (90) days to resubmit the application with the necessary corrections. If the converted state bank fails to comply with requirements of the notice of denial within ninety (90) days from the receipt of the notice, the approval of the application and articles of incorporation previously issued to the converted state bank shall be revoked by the state banking commissioner. The failure of the state banking commissioner to act upon receipt of a complete application for a certificate of authority within thirty (30) days shall be deemed an approval. If a converted state bank fails to commence business in good faith within one (1) year after the issuance of a certificate of authority by the state banking commissioner or any required federal approval, whichever is later, the charter and certificate of authority shall expire.
(e) A state bank that results from a conversion under this section shall be deemed to have been in existence for the same period of time as the special purpose depository institution from which it converted and shall surrender its certificate of authority under W.S. 13-12-116. Upon completion of the conversion the state bank shall not use the term "special purpose depository institution" in its business name or in connection with its ongoing business.
(f) The commissioner shall adopt all rules necessary to implement this section.
(a) The capital stock of each bank organized under this act shall be subscribed for as fully paid stock. No bank shall organize with a capital stock less than five million dollars ($5,000,000.00).
(b) No bank shall commence business until the full amount of its authorized capital is subscribed and all capital stock is fully paid in. No bank may organize without a paid up surplus fund of at least twenty percent (20%) of its legally authorized capital stock, and undivided profits in sufficient amount for the expense of operation the first year as determined by the state banking commissioner.
(a) A bank shall not issue any share of stock until the par value of the share has been actually paid in cash.
(b) Pursuant to appropriate authority granted in its articles of incorporation, a bank may issue any type of capital stock, including nonvoting shares, authorized under title 17 of the Wyoming statutes. Consistent with subsection (c) of this section, the articles of incorporation of a bank may specify any form of shareholder voting rights.
(c) If the articles of incorporation of a bank provide shareholder voting rights that are different than those provided under W.S. 13-2-307, 13-2-308(a), 13-2-309(a), 13-2-402(e), 13-4-101(a) or 13-4-701(b) or (d), the articles of incorporation of the bank shall control, subject to any approval of the commissioner required under those sections.
Any bank may increase or reduce the capital stock of the bank after receiving the written approval of the state banking commissioner and by the vote of the shareholders owning two-thirds (2/3) of the stock in the bank at a stockholders' meeting called for that purpose.
13-2-304. Transfer of stock and other ownership interests.
(a) The shares of stock of banks are personal property and shall be transferred on the books of the bank in such manner as the bylaws may provide. A transfer of stock in a bank is invalid until any impairment of its capital stock has been restored.
(b) Transfers of voting ownership interests of a bank or of a bank holding company shall be reported to the commissioner not less than ten (10) days prior to being made if the transfer:
(i) Equals or exceeds ten percent (10%) of the bank's or the bank holding company's voting ownership interests; or
(ii) Is made to a person owning or controlling ten percent (10%) or more and less than eighty percent (80%) of the bank's or the bank holding company's voting ownership interests.
(c) The state banking commissioner may disapprove any transfer of stock required to be reported if he finds that the transferee:
(i) Repealed by Laws 1993, ch. 115, § 3.
(ii) Has been convicted of a felony; or
(iii) Has been removed from a position as director, officer or employee of a bank or other financial institution pursuant to an order of the state banking commissioner or appropriate federal regulatory authority.
13-2-305. Purchase or acceptance of own capital stock.
A bank shall not accept as collateral or purchase its own capital stock unless the taking of the collateral or purchase is necessary to prevent loss upon a debt previously contracted in good faith. The stock shall be sold by the bank within six (6) months from the date it was received as collateral or acquired by purchase unless the debt is paid in full.
A bank shall keep a record of shareholders that is open for inspection during business hours to officers, directors and shareholders of the bank. As used in this section, "record of shareholders" means as defined in W.S. 17-16-140(a)(xlix).
13-2-307. Voting by shareholders generally; balloting for directors.
(a) Except as otherwise provided by W.S. 13-2-302, each share entitles the owner to one (1) vote on all elections of directors and all other questions submitted at meetings of shareholders. Shareholders may vote by proxies executed in writing but no officer, clerk, teller or bookkeeper of the bank shall act as proxy. The presence in person or by proxy of the owners of at least fifty-one percent (51%) of the issued and outstanding capital stock at any meeting of stockholders constitutes a quorum. No shareholder whose liability to the bank is past due and unpaid shall be allowed to vote.
(b) In balloting for directors each qualified shareholder may vote the number of shares owned by him for as many directors as are to be elected or may cumulate his votes by giving one (1) candidate the number of votes equal to the number of directors to be elected multiplied by the number of his shares and he may distribute his votes cumulatively on the same principle among any number of candidates. The persons having the highest number of votes shall be declared elected as the board of directors for the ensuing corporate year.
(a) A bank may issue one (1) or more classes of preferred stock upon the approval of two-thirds (2/3) of the stockholders pursuant to this section and the approval of the state banking commissioner.
(b) Copies of the directors' and stockholders' minutes approving the issuance bearing the approval of the state banking commissioner shall be filed in the office of the secretary of state and treated as an amendment to the articles of incorporation.
(c) At a board of directors' meeting called on not less than one (1) days notice, the directors may adopt a resolution calling for the issuance of preferred shares. The directors shall then call a meeting of the stockholders of the corporation, giving not less than five (5) days notice for the purpose of stockholder approval.
(d) The voting rights and manner of retirement of preferred shares shall be as adopted in the resolution of the stockholders authorizing their issuance subject to the provisions of the articles of incorporation and the approval of the state banking commissioner.
(e) The holders of the preferred stock of the highest class shall be entitled to cumulative dividends of up to six percent (6%) per year before dividends are paid on any other stock. The holders of preferred stock of subsequent classes shall next be entitled to cumulative dividends of up to six percent (6%) in order of preference before dividends are paid to the holders of common stock. In any liquidation no payment shall be made to the holders of common stock until the holders of preferred stock have been paid the full par value of their stock and accumulated dividends in order of preference.
(f) The preferred stock and holders of preferred stock are not liable for assessments to restore impairment of capital or for any liability imposed by law on common stock or the holders of common stock.
(g) No issue of preferred stock is valid until the entire par value of the shares has been paid in cash or until arrangements satisfactory to the state banking commissioner have been made for payment.
(h) The par value of preferred stock shall be included in any determination of required capital under this act.
13-2-309. Issuance of capital notes or debentures; generally.
(a) A bank may issue, sell or pledge its capital notes or debentures if the bank has first obtained the written or voting approval of the shareholders holding a majority of the shares of the bank and the written approval of the state banking commissioner.
(b) The board of directors shall determine the terms of its capital notes or debentures subject to the provisions of W.S. 13-2-311 and subsection (c) of this section.
(c) The amount of outstanding capital notes or debentures of any bank shall not exceed fifty percent (50%) of the amount of the capital stock and surplus fund of the bank at the date of issue. The periods of maturities with respect to any issue shall not exceed twenty-five (25) years as prescribed by the state banking commissioner. Capital notes and debentures shall be subject to a schedule of prepayments or to an appropriate sinking fund for the amortization of the indebtedness.
13-2-310. Issuance of capital notes or debentures; approval by state banking commissioner.
The state banking commissioner may approve the issue of capital notes or debentures by any bank. Applications for approval shall be in writing and contain information which he requests including a full explanation of the need for and proposed use of the funds. The state banking commissioner shall consider whether the issuance would constitute sound banking practice and would be in the best interests of the public, depositors, creditors and stockholders of the bank.
13-2-311. Capital notes or debentures; provisions to be stated.
(a) The following provisions shall be stated in the capital notes or debentures:
(i) That the notes or debentures are an unsecured indebtedness of the bank and subordinate to the claims of creditors and depositors;
(ii) In the event of liquidation of the bank all depositors and creditors are entitled to be paid in full with interest provided by law prior to payment on the notes or debentures;
(iii) No payment will be made on the principal of the notes or debentures unless following the payment the aggregate of the capital, surplus and undivided profits of the bank is at least equal to the amount of the capital, surplus and undivided profits at the date of issue unless otherwise authorized by the state banking commissioner.
13-2-312. Capital notes or debentures; conversion into common or preferred stock.
Capital notes and debentures may be converted into shares of common or preferred stock in accordance with the provisions of the capital notes or debentures. If capital notes or debentures are converted the president or vice-president shall subscribe and verify triplicate originals of a certificate stating the amount of conversion and other information as required by the state banking commissioner. The certificates shall be delivered to and approved by the state banking commissioner who shall file one (1) of the certificates in his office, one (1) in the office of the secretary of state and return one (1) to the subscribing officer of the bank.
13-2-313. Capital notes or debentures; no assessment or liability.
Capital notes, debentures and the holders thereof are not subject to any assessment nor are holders of the notes or debentures liable for any debts or contracts of the bank.
13-2-314. Capital notes or debentures; proceeds not part of capital or surplus.
(a) The proceeds from the sale of capital notes or debentures shall not be considered a portion of the capital or surplus of the issuing bank nor treated as meeting any requirements, restrictions or conditions relating to the capital or surplus of a bank.
(b) The proceeds from the sale of notes or debentures issued may not be used to reduce or retire outstanding capital stock or surplus.
13-2-401. Authority to manage banks; qualifications.
The affairs of a bank shall be managed by not less than five (5) directors. Shareholders or the board of directors if provided by the articles of incorporation may adopt and amend bylaws for the management of the bank. Each director shall take an oath that he will faithfully and diligently perform the duties of his office and will not violate or knowingly permit the violation of any of the laws of this state relating to the banking business. Within thirty (30) days after being elected or appointed each director of a bank shall sign the oath required by this section on a form prescribed by the commissioner and it shall be part of the record of the meeting and included in the bank's minutes. Within thirty (30) days after initially being elected or appointed each director of a bank shall file with the commissioner a sworn financial statement on a form prescribed by the state banking commissioner.
(a) The initial and elected directors of any bank shall hold office for one (1) year and until their successors are elected and qualified except in cases of death, resignation or removal under the laws of this state. All elections shall be held annually on a day designated by the directors on or before April 30.
(b) If the annual election of directors is not held at the time designated an election may be held within sixty (60) days thereafter following notice by publication in three (3) consecutive issues of a weekly newspaper printed in the county in which the bank is located, or if no newspaper is printed in the county then in a newspaper of general circulation in the state.
(c) Any director who during his tenure as a director becomes insolvent or makes a general assignment of his property for the benefit of creditors shall vacate his office.
(d) Vacancies which reduce the board to less than five (5) members shall be filled within ninety (90) days of the vacancy by appointment by the remaining directors for the unexpired term. The board shall notify the banking commissioner of any vacancy on the board within thirty (30) days of the vacancy.
(e) Changes in the number of directors shall be authorized by a majority vote of the stockholders to be effective upon expiration of the current corporate year. The change may become effective immediately with the consent of the directors and written notification to the state banking commissioner.
13-2-403. Meetings; record of proceedings and business.
(a) The board of directors of a bank shall hold a regular meeting every quarter of the calendar year. At each meeting a detailed report showing every loan and investment in excess of one percent (1%) of the bank's capital and surplus made since the last report and the aggregate liability, direct or contingent, to the bank of each officer and director shall be submitted. The board of directors shall review the report and make it a part of the record of the meeting. The record shall show their approval or disapproval of the report.
(b) A record of the proceedings and business of all meetings shall be included in the bank's minutes. The record shall show the gross earnings of the bank and their disposition by indicating expenses and taxes paid, worthless items charged off, depreciation in assets, amount carried to surplus fund and amount of dividend and amount of undivided profits remaining.
Any director who participates in or consents to any action of a bank in making loans in excess of or contrary to law or regulations shall be liable in his individual capacity for damages proximately sustained by the bank, its stockholders or other persons.
(a) As used in this act:
(i) "Branch" means any manned branch bank, branch office, branch agency, additional office, separate office or any branch or separate place of business operated by a parent bank in this state which offers any or all of the banking services conducted at a parent bank, but excludes a remote electronic terminal as defined in W.S. 13-1-501(a)(v) and loan production offices operated in accordance with W.S. 13-2-709;
(ii) Repealed by Laws 1995, ch. 62, § 2.
(iii) Repealed by Laws 1993, ch. 115, § 3.
(iv) "Parent bank" means a state or national bank which operates or has applied to operate a branch in this state;
(v) "This act" means W.S. 13-2-701 through 13-2-708.
(a) With prior approval of the state banking commissioner a bank may establish and operate one (1) or more branches at any location in this state or in a state other than Wyoming.
(i) Repealed By Laws 1999, ch. 41, § 2.
(ii) Repealed By Laws 1999, ch. 41, § 2.
(b) All applications for establishing and operating a branch shall be filed with the commissioner and be accompanied by a filing fee established by rule and regulation of the commissioner. The application shall be signed by the chief executive officer of the applicant bank and contain and be accompanied by the following information:
(i) Name and address of the applicant bank;
(ii) Exact location of the proposed branch;
(iii) Certification of publication of notice of the application at least once in a newspaper of general circulation in the county in which the proposed branch will be located;
(iv) Repealed By Laws 1999, ch. 41, § 2.
(v) Certification that the applicant bank is well capitalized, as defined by rule of the commissioner;
(vi) Certification of compliance with the provisions of W.S. 13-3-201 relating to investment limitations in bank premises;
(vii) Certification that the establishment of the branch does not involve a prohibited insider transaction or management interlock;
(viii) Discussion of any planned variances in the applicant bank's lending policy, procedures or services at the proposed branch;
(ix) Other information as the commissioner may require in order to determine if the requirements of this section are met.
(c) The commissioner shall issue a certificate of authority for the branch to the applicant bank within twenty (20) days after receipt of the complete application and fee unless he finds:
(i) Establishment or operation of the proposed branch would pose undue risk to the capital or surplus requirements of the applicant bank;
(ii) The name of the proposed branch does not reasonably identify the branch as a branch of the applicant bank or is likely to unduly confuse the public; or
(iii) Repealed by Laws 1995, ch. 62, § 2.
(iv) The applicant bank has failed to substantially comply with applicable law governing its operation.
(d) The certificate of authority expires one (1) year after its issuance unless the branch has opened and business has begun in good faith.
(e) The application fee provided by subsection (b) of this section shall be deposited by the state banking commissioner with the state treasurer and credited to the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the director or commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner or the state banking board. If the application expenses are less than the amount of the fee, the unexpended amount shall remain within the account.
(f) Repealed By Laws 1999, ch. 42, § 3.
(g) Every branch bank in this state shall be licensed by the commissioner before operating, engaging in or conducting a banking business.
(h) The commissioner shall fix the amount of the initial license fee and annual renewal fee by rule and regulation.
(j) An application for an initial branch license shall be submitted to the commissioner in writing in the form and containing the information required by the commissioner. Each licensed branch of a bank chartered under the laws of this state or of any other state is subject to compliance examinations as the commissioner deems necessary.
(k) The activities and operations of a branch are attributable to the applicant bank for purposes of determining qualification for authority to do business in this state.
(m) An out-of-state bank which has established a Wyoming branch may establish and operate one (1) or more branches at any location in this state, subject to the requirements of subsections (g) through (k) of this section.
Before opening a branch under this act, the applicant bank shall deliver an amendment to its articles of incorporation reflecting the branch to the commissioner in the same manner provided in W.S. 13-4-102. W.S. 13-4-102 applies to all amendments to articles of incorporation delivered under this section.
No branch shall be closed unless the parent bank certifies to the commissioner that all persons with an account at that branch have been notified of the date of closure not less than sixty (60) days before the date of closure and that a notice indicating the branch will be closed will be published in a newspaper of general circulation in the county in which the branch is located at least weekly for three (3) consecutive weeks prior to the calendar week in which the date of closure will occur.
(a) Notwithstanding any other provision of this act, a bank may establish and operate a facility which shall not be considered a branch, but an extension or expansion of an existing parent bank or branch if the facility is:
(i) Within the boundary lines of a single contiguous area of property owned or leased and occupied as a place of business by a parent bank or branch bank, whether or not the facility is physically connected to the bank or place of business; or
(ii) Across a street, alley, railroad right-of-way or thoroughfare from the existing parent bank or branch bank when such facility is physically connected to the bank or place of business by a private, enclosed, secure overhead passageway, underground tunnel or pneumatic tube system; or
(iii) Within one thousand (1,000) yards of the parent bank or branch bank, whether or not such facility is physically connected to the bank or place of business, after being granted prior written approval of the department stating that the facility qualifies for this exemption.