17-16-1001 through 17-16-1009 for a corporation or W.S. 17-29-

17-16-1001 through 17-16-1009 for a corporation or W.S. 17-29- 202 for a limited liability company. The articles of amendment shall be executed in triplicate with an executive officer executing in the place of the corporate secretary. Notice of the shareholders' meeting to vote on a proposed amendment shall be given as provided by the bylaws of the supervised trust company.

(b) Triplicate originals of the articles of amendment shall be delivered to the commissioner together with a fee required for filing documents with the secretary of state. If the commissioner finds that the articles of amendment do not conform to law he shall return them to the corporation. If the commissioner finds that the articles of amendment conform to the law he shall endorse on the articles of amendment his certificate of approval together with the word "filed" and the month, day and year of filing, and he shall file one (1) of the triplicate originals in his office and one (1) in the office of the secretary of state. The commissioner shall issue a certificate of amendment, affix it to the third triplicate original of the articles of amendment and return it to the corporation or its representatives.

(c) Upon the issuance of the certificate of amendment by the commissioner, the amendment is effective and the organizational instrument shall be amended accordingly.

13-5-423. Liability of directors, managers and officers.

(a) Except as provided in this section, no director, manager or officer of any supervised trust company may be held individually liable to any person for participating in or consenting to any act or failure to act in the conduct of trust company business unless the act or failure to act:

(i) Constitutes misconduct, a breach of duty or a failure to perform that is:

(A) Criminal, unless the director, manager or officer had a good faith and reasonable belief that the conduct was lawful; or

(B) Willful, reckless or undertaken in bad faith that resulted in fraud, self-dealing or unlawful personal benefit.

(ii) Is a proximate cause of the damage incurred; and

(iii) Is established by clear and convincing evidence.

(b) No director, manager or officer of any supervised trust company shall incur any individual liability that exceeds subsection (a) of this section unless that individual liability is expressly authorized under the organizational instrument, governing documents, resolutions of the supervised trust company or by a valid written agreement between the director, manager or officer incurring individual liability and the parties in controversy.

(c) This chapter shall not supersede, modify or supplement the standards of conduct and indemnity provisions for directors, managers and officers under the Wyoming Business Corporation Act and the Wyoming Limited Liability Company Act.

13-5-424. Establishment of trust service offices; application.

(a) After first applying for and obtaining the approval of the commissioner, one (1) or more trust service offices may be established and operated by a supervised trust company organized under the laws of this state. An application to establish and operate a trust service office or to relocate an existing trust service office shall be submitted and approved by way of the procedure set forth in W.S. 13-5-508.

(b) A supervised trust company may establish a trust service office in another state, territory or district and may conduct any activities at that office that are permissible for a supervised trust company under the laws of that state, territory or district, subject to the laws of this state and subject to the rules and regulations of the commissioner.

(c) After giving notice to the commissioner, a trust company, established and chartered under the laws of another state and which qualifies as a supervised trust company for the purposes of this chapter, may establish and operate a trust service office in this state if the company's home state does not prohibit a Wyoming supervised trust company from establishing a trust service office in that state.

13-5-425. Establishment of trust company branches; application; fee; activities; examination; criteria.

(a) With prior approval of the commissioner a supervised trust company may establish and operate one (1) or more branches at any location in this state.

(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 of the commissioner. The application shall be signed by the chief executive officer of the applicant supervised trust company and contain and be accompanied by the following information:

(i) Name and address of the applicant supervised trust company;

(ii) Exact location of the proposed branch;  (iii) Certification of publication of notice of the application at least one (1) time in a newspaper of general circulation in the county in which the proposed branch will be located;

(iv) 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 supervised trust company 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 safety and soundness of the supervised trust company;

(ii) The name of the proposed branch does not reasonably identify the branch as a branch of the applicant supervised trust company or is likely to unduly confuse the public; or

(iii) The applicant supervised trust company 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 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 commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner under this chapter. If the application expenses are less than the amount of the fee, the unexpended amount shall remain within the account.

(f) Every branch of a supervised trust company in this state shall be licensed by the commissioner before operating, engaging in or conducting trust company business.  (g) The commissioner shall fix the amount of the initial license fee and annual renewal fee by rule.

(h) 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 supervised trust company chartered under the laws of this state or of any other state is subject to compliance examinations as the commissioner deems necessary.

(j) The activities and operations of a branch are attributable to the applicant supervised trust company for purposes of determining qualification for authority to do business in this state.

13-5-426. Mergers and acquisitions of supervised trust companies.

(a) As used in this section:

(i) "Consummation" means the moment when a merger or acquisition becomes effective;

(ii) "Former trust company" means a trust company or business entity that will cease operations after a merger or acquisition;

(iii) "Resulting trust company" means the trust company or business entity that will continue operations after a merger or acquisition under an existing trust company charter or other authority to operate as specified by the laws of another state;

(iv) "Supervised trust company" means as defined by W.S. 13-5-301(a)(xv) and shall include a trust company substantially similar to a supervised trust company that is chartered or otherwise operating under the laws of another state, as determined by rule of the commissioner.

(b) A supervised trust company seeking to acquire or merge with another trust company, including a trust company chartered or otherwise operating under the laws of another state shall acquire or merge with another trust company as provided by this section.

(c) A supervised trust company that is proposed to become a resulting trust company after a merger or acquisition pursuant to subsection (b) of this section shall apply for a certificate of merger or acquisition not less than seventy-five (75) days before the proposed consummation date. The commissioner may conduct an investigation, examination or hearing into the application as the commissioner deems necessary. The commissioner shall approve or deny the application not later than sixty (60) days after receipt of the application.

(d) An application filed under subsection (c) of this section shall include the following information in a form determined by the commissioner:

(i) Information relating to the character of the parties to the proposed merger or acquisition, including current business operations, organizational structure, management, affiliations and any pending judicial or administrative proceedings;

(ii) The financial statements of all parties to the proposed merger or acquisition for each of the parties' current fiscal year and each of the four (4) preceding fiscal years;

(iii) The final plan, terms and conditions of the merger or acquisition;

(iv) All records and certifications required by subsection (f) of this section;

(v) A description of any proposed material changes to the former trust company and resulting trust company, including business operations, structure, management, affiliations, name or location, including any contemplated liquidation, asset sales or further mergers or acquisitions;

(vi) The identification of any person compensated to make solicitations or recommendations related to the proposed merger or acquisition, except for any person who provides legal advice related to the merger or acquisition;

(vii) Copies of all invitations, tenders or advertisements making a tender offer for the purchase of stock or ownership positions related to the proposed merger or acquisition;

(viii) The source of funds for the proposed merger or acquisition, including any terms and conditions related to those funds;  (ix) Any other information material to the proposed merger or acquisition that the commissioner requests or requires.

(e) The commissioner shall approve or deny an application filed under this section upon consideration of the following factors, if applicable:

(i) The projected impact of the proposed merger or acquisition on competition for trust company business in Wyoming;

(ii) Whether the proposed merger or acquisition would prejudice the interests of trust company customers;

(iii) The character and financial status of the parties to the proposed merger or acquisition, including the resulting trust company;

(iv) Whether the proposed merger or acquisition, once completed, would comply with all applicable laws;

(v) The results of any investigation, examination, hearing or request for information conducted as provided by this section.

(f) Before filing an application under this section, the terms and conditions of the acquisition or the plan of merger shall be approved and documented in writing by the shareholders or members and the board of directors or managers of each trust company participating in the merger or acquisition. Approval for the terms and conditions or plan of merger shall be sought as required by the governing documents of each trust company and other applicable law. The appropriate officers of each trust company shall certify compliance with this subsection with the commissioner.

(g) Upon approval of a merger or acquisition by the commissioner and upon consummation of the merger or acquisition:

(i) A former trust company shall surrender its charter and, if required by the commissioner, dissolve the underlying business entity and take all other necessary related actions, including those in accordance with the approved final plan of merger or acquisition. If a former trust company is chartered or otherwise operating under the laws of another state, the former trust company shall take all actions required by the laws of that state;

(ii) The resulting trust company shall assume the assets and liability of the former trust company without further action, except as provided by the final plan, terms and conditions of the acquisition or merger;

(iii) Unless otherwise specified in a customer agreement, by the terms and conditions of the acquisition or merger or other applicable law, the resulting trust company shall become the successor trustee of all customer accounts of the former trust company;

(iv) The resulting trust company may conduct trust company business and other permissible activities under the laws of Wyoming to the same extent as the former trust company;

(v) The resulting trust company may use the name of a former trust company or may select a new name. The resulting trust company shall notify the commissioner of the name it selects;

(vi) Any reference to a former trust company in a writing shall be considered a reference to the resulting trust company if not otherwise inconsistent with the writing and the laws of Wyoming;

(vii) The resulting trust company shall file the certificate of merger or acquisition with the secretary of state.

(h) A resulting trust company shall not maintain more than two (2) trust company branches in other states after consummation of a merger or acquisition.

(j) The commissioner shall adopt any rules necessary to implement the provisions of this section.

ARTICLE 5 - PUBLIC TRUST COMPANIES

13-5-501. Formation and organizational instrument.

(a) One (1) or more adult persons may organize a corporation or limited liability company for the purpose of forming a public trust company at a place in this state designated in the organizational instrument subject to the conditions prescribed by law. The organizer shall subscribe and verify triplicate originals of the organizational instrument and the application required under W.S. 13-5-502 and transmit them to the commissioner together with any other documents or information required by rule of the commissioner.

(b) The organizational instrument shall include the following information:

(i) The legal name of the public trust company;

(ii) The object for which the public trust company is organized;

(iii) The term of its existence which may be perpetual;

(iv) The place where its office shall be located and its operations conducted;

(v) The amount of capital stock and the number of shares or the amount of membership interest;

(vi) The name and residence of each shareholder subscribing to more than ten percent (10%) of the stock and the number of his shares or the name and residence of each member owning more than ten percent (10%) of the membership interest and percentage of his membership interest;

(vii) The number of directors and the names of those who shall manage the affairs of the corporation for the first year or the number and names of managers appointed to manage the affairs of the limited liability company for the first year; and

(viii) A statement that the organizational instrument is made to enable the organizer to form a public trust company within this state.

(c) The organizational instrument shall comply with W.S.