13-2-207 through 13-2-214 is authorized to charter state savings

13-2-207 through 13-2-214 is authorized to charter state savings and loan associations.

13-6-102. Articles of incorporation; bylaws; definition.

(a) Not less than five (5) natural persons may associate for the purpose of carrying on a savings and loan business by making and acknowledging in triplicate and by filing articles of incorporation specifying:

(i) The name of the proposed association indicating the character of business to be conducted by the association;

(ii) The city and county where the principal place of business of the association is to be located, which must be within the state of Wyoming;

(iii) The number of its directors, which shall not be less than five (5);

(iv) The names, occupation and post office addresses of its first directors;  (v) The names, occupation and post-office addresses of the subscribers to the articles of incorporation, and a statement of the number of shares which each has agreed to take;

(vi) The amount of capital actually paid in.

(b) The articles shall be filed in the office of the state banking commissioner for his approval. The association shall at the same time file its bylaws.

(c) The articles of incorporation may be amended by a vote of at least two-thirds (2/3) of the shareholders voting at any meeting. A copy of the resolution making the amendment shall be certified in triplicate by the president and secretary and filed the same as original articles. The amendment is effective from the time of filing.

(d) Each association shall adopt bylaws which shall be in conformity with the laws of this state. Bylaws shall be open to the inspection of the state banking commissioner and the members of the association at its home office. All bylaws shall be approved by the state banking commissioner before becoming effective.

(e) Bylaws shall specify the terms and plans of becoming and continuing a member and of withdrawal, the plan of making loans, distributing profits, equalizing losses, providing for payment of expenses and for a fund with which to pay losses and other rules as are proper for the conduct of the business of the association not inconsistent with the laws of this state.

(f) As used in this chapter:

(i) "Mutual savings and loan association" means a savings and loan association or savings and loan bank without stock in which the borrowers and depositors are members of the savings and loan association or savings and loan bank and have voting rights as members of the association or bank;

(ii) "Shareholder" includes a member of a mutual savings and loan association.

ARTICLE 2 - ORGANIZATIONAL REQUIREMENTS

13-6-201. Insurance. The state banking commissioner shall require as a condition of approval that associations be approved and their savings insured by the federal deposit insurance corporation.

13-6-202. Capitalization.

(a) Except as otherwise provided in this subsection, associations shall have permanent nonwithdrawable capital stock of one hundred dollars ($100.00) per share and this stock shall be subscribed for as fully paid stock. An association other than a mutual savings and loan association shall not organize with a capital stock less than five hundred thousand dollars ($500,000.00). In a mutual savings and loan association without capital stock, the association shall not organize with less than five hundred thousand dollars ($500,000.00) in initial capital.

(b) If an association has par value capital stock outstanding of less than one percent (1%) of its savings and investment accounts outstanding, it shall either increase its capital stock to at least one percent (1%) of such outstanding savings accounts or discontinue the acceptance of savings and investment accounts until this amount of capital is provided. This subsection shall not apply to a mutual savings and loan association.

13-6-203. Stock.

(a) The capital stock shall all be of one (1) class and shall be fully paid and nonassessable in all events.

(b) The owners of the stock shall be members of the association and entitled to one (1) vote for each share for election of directors and all other purposes.

(c) Repealed by Laws 1993, ch. 115, § 3.

(d) No preferred stock shall be issued, nor shall any shares be issued which are exempt from bearing their pro rata portion of loss.

13-6-204. Reserves.

(a) State savings and loan associations, in addition to the par value of their capital, shall set up and maintain reserves as follows:  (i) Except as provided in W.S. 13-7-102, before the declaration of a dividend for any period an association shall transfer an amount equal to at least five percent (5%) of its net earnings to a separate reserve account which shall be set up and maintained for the sole purpose of absorbing losses until the general reserve is equal to at least twelve percent (12%) of the savings liability. In the event that any credit to the general reserve is made in excess of the minimum five percent (5%) requirement, the dollar amount of the excess may be carried over as a credit toward the minimum requirement of any subsequent period. If the general reserve is not equal to at least twelve percent (12%) of its savings liability, credits, as above provided, shall again be made to the general reserve until it equals at least twelve percent (12%) of its savings liability. The board of directors may make additional transfers to other reserve accounts.

13-6-205. Repealed By Laws 1998, ch. 64, § 2.

13-6-206. Bond of officers and agents.

Each officer or agent having the custody of money or securities of any association shall give a bond to the association in an amount to be determined by the board of directors of the association commensurate with his liability. The bond shall be approved by the state banking commissioner.

ARTICLE 3 - REORGANIZATION

13-6-301. Procedure generally.

(a) Any association organized under the laws of this state, including a mutual savings and loan association, may reorganize the association and provide for the carrying on of its business under the laws of this state by a vote of two-thirds (2/3) of the shares of the members of the association who vote at the meeting. No meeting shall be called unless the plan has first been approved by the state banking commissioner, the federal deposit insurance corporation and the comptroller of the currency. Notice of the meeting shall contain a statement of the time, place and purpose of the meeting and an outline of the reorganization plan. Notice shall be given by mailing a copy to each shareholder at least thirty (30) days prior to the date of the meeting, addressed to the shareholder at his address shown by the books of the association. Shareholders may vote at the meeting in person or by proxy and all voting shall be by ballot. The plan of reorganization may provide for reincorporation under the existing corporate name or under a different name, may provide for the exchange of shares in the association for shares of the same or a different class in the reorganized association and may fix the time or times prior to which notice of withdrawal of shares issued in exchange for shares in the association being reorganized shall not be given, and, if the withdrawal of the shares is so postponed, this fact shall be printed or stamped on the face of the certificates evidencing shares so to be issued. All obligations to any prior association shall inure to the benefit of the reorganized association and be enforceable by it and in its name, and demands, claims and rights of action against any prior association may be enforced against the reorganized association as fully and completely as they might have been enforced before reorganization.

(b) Associations that are in the course of liquidation may reorganize. No reorganization is effective until approved by the state banking commissioner and the appropriate federal banking regulatory agency and until the members holding three-fourths (3/4) of the outstanding shares have approved the plan in writing.

(c) A copy of the articles of incorporation of the association as reorganized, certified by the secretary of the association, shall be filed with the state banking commissioner in the same manner provided for amendments to articles of incorporation. All pending withdrawal applications shall be cancelled.

13-6-302. Conversion to federal association; procedure.

(a) Any state savings and loan association, including a mutual savings and loan association, or any other home financing association, eligible to become a federal savings and loan association may convert itself into a federal savings and loan association by the following procedure:

(i) At any meeting of the shareholders of the association called to consider a conversion and held in accordance with the laws governing the association, the shareholders by an affirmative vote of the majority of the shareholders present in person or by proxy may vote to convert the association into a federal savings and loan association;

(ii) A copy of the minutes of the meeting verified by the affidavit of the president and the secretary of the meeting shall be filed within ten (10) days in the state banking commissioner's office and the appropriate federal banking regulatory agency;

(iii) After the adjournment of the meeting of shareholders, the association shall take the necessary action to make it a federal savings and loan association. Within ten (10) days of receipt of the federal charter a copy of the charter issued to the association by the appropriate federal banking regulatory agency or a certificate showing the organization of the association as a federal savings and loan association certified by, or on behalf of the appropriate federal banking regulatory agency shall be filed in the state banking commissioner's office and upon filing the association ceases to be a state association and becomes a federal savings and loan association.

13-6-303. Conversion to federal association; effect.

(a) When a conversion becomes effective as provided by W.S. 13-6-302, an association ceases to be supervised by this state and all of the property of the association shall continue to be vested in the association under its new name and style as a federal savings and loan association.

(b) The federal savings and loan association at the time of the conversion is responsible for all of the obligations of the state association to the same extent as though the conversion had not taken place.

13-6-304. Conversion to state association; procedure.

(a) Any savings and loan association organized under the federal laws and doing business in this state pursuant to W.S.