act-1990-0-191•Pennsylvania Act 1990-191 — BANKING CODE OF 1965 - OMNIBUS AMENDMENTS
Pennsylvania Act 1990-191 — BANKING CODE OF 1965 - OMNIBUS AMENDMENTS
act-1990-0-1911990 Pa. Act 191Law
Act text
BANKING CODE OF 1965 - OMNIBUS AMENDMENTS
Act of Dec. 18, 1990, P.L. 766, No. 191 Cl. 07
Session of 1990
No. 1990-191
AN ACT
SB 1512
Amending the act of November 30, 1965 (P.L.847, No.356),
entitled "An act relating to and regulating the business of
banking and the exercise by corporations of fiduciary powers;
affecting persons engaged in the business of banking and
corporations exercising fiduciary powers and affiliates of
such persons; affecting the shareholders of such persons and
the directors, trustees, officers, attorneys and employes of
such persons and of the affiliates of such persons; affecting
national banks located in the Commonwealth; affecting persons
dealing with persons engaged in the business of banking,
corporations exercising fiduciary powers and national banks;
conferring powers and imposing duties on the Banking Board,
on certain departments and officers of the Commonwealth and
on courts, prothonotaries, clerks and recorders of deeds;
providing penalties; and repealing certain acts and parts of
acts," permitting the formation of mutual holding companies;
authorizing mergers of savings bank holding companies and
their wholly owned subsidiary savings banks; further
providing for legal holidays; authorizing certain banks to
become members of a Federal Home Loan Bank; providing for
change of location; providing for pledges for deposits; and
providing for reciprocal interstate operations for savings
banks.
The General Assembly of the Commonwealth of Pennsylvania
hereby enacts as follows:
Section 1. Section 113(a) and (b) of the act of November 30,
1965 (P.L.847, No.356), known as the Banking Code of 1965,
amended March 4, 1982 (P.L.135, No.44) and December 13, 1985
(P.L.331, No.89), are amended to read:
Section 113. Legal Holidays
(a) Fixed holidays--An institution shall observe as a legal
holiday:
(i) New Year's Day (January 1);
(i.1) Dr. Martin Luther King, Jr. Day (the third Monday
in January);
(ii) Memorial Day (the last Monday in May);
(iii) Independence Day (July 4);
(iv) Labor Day (the first Monday in September);
(v) Thanksgiving Day (the fourth Thursday in November);
(vi) Christmas Day (December 25);
(vii) each Sunday, except for such activities or conduct
of business at such locations as the bank may elect;
(viii) each Monday following an Independence Day, a
Christmas Day or New Year's Day which occurs on a Sunday; and
(ix) each day specifically appointed by the President of
the United States or the Governor of the Commonwealth as a
legal holiday or as a bank holiday.
(b) Optional holidays--An institution may at its option
observe as a legal holiday:
(i) Lincoln's Birthday (February 12);
(ii) Washington's Birthday (the third Monday in
February);
(iii) Good Friday;
(iv) Flag Day (June 14);
(v) Columbus Day (the second Monday in October);
(vi) Election Day (the first Tuesday after the first
Monday in November);
(vii) Veterans' Day (November 11);
(viii) each Saturday either as a half-holiday after 12
o'clock noon or as a full holiday;
(ix) each Monday following an Independence Day, a
Christmas Day or New Year's Day which occurs on a Saturday;
and
(x) each day which the department permits all
institutions by public announcement, or an individual
institution by written permission, to observe as a legal
holiday.
* * *
Section 2. The act is amended by adding a section to read:
Section 115.1. Mutual Holding Companies
(a) In general--Notwithstanding any other provision of this
act, a savings bank organized under this act in mutual form may
reorganize so as to become a holding company by:
(i) chartering a subsidiary stock savings bank, the
stock of which is wholly owned by the mutual savings bank at
the time of the reorganization; and
(ii) transferring the substantial part of its assets and
liabilities, including all of its liabilities which are
insured by any deposit insurance corporation, to the
subsidiary stock savings bank.
(b) Trustees' approval of plan required--A reorganization is
not authorized under this section unless a plan providing for
such reorganization has been approved by the affirmative vote of
two-thirds of the board of trustees of the mutual savings bank.
(c) Notice to, and approval by, the department--
(i) At least sixty days prior to taking any action
described in subsection (a), a mutual savings bank seeking to
establish a mutual holding company shall provide written
notice to the department. The notice shall contain such
relevant information as the department shall require by
regulation or by specific request in connection with any
particular notice.
(ii) Upon receipt of an application for approval of a
plan of reorganization authorized by this section, the
department shall conduct such investigation as it may deem
necessary to determine whether:
(A) the plan satisfies the requirements of this act;
and
(B) the plan adequately protects the interests of
depositors, borrowers and creditors.
(iii) Within sixty days after receipt of the
application, the department shall approve or disapprove the
application on the basis of its investigation and shall
immediately give to the savings bank written notice of its
decision, and in the event of disapproval, a statement in
detail of such grounds therefor as are permitted by paragraph
(iv).
(iv) The department may disapprove any proposed holding
company formation only if:
(A) the plan providing for such reorganization fails
to comply, or as implemented would fail to comply, with
such regulations as the department may promulgate from
time to time;
(B) such disapproval is necessary to prevent unsafe
or unsound practices;
(C) the financial or management resources of the
resulting mutual holding company or the resulting savings
bank warrant disapproval; or
(D) the savings bank fails to furnish the
information required under paragraph (i).
(v) At the time of the transaction described in
subsection (a), a savings bank may, with the approval of the
department, retain capital assets at the holding company
level to the extent that such capital assets are not needed
by the subsidiary stock savings bank in order for the
subsidiary to satisfy applicable regulatory requirements.
(d) Permitted activities--A mutual holding company may
engage only in the following activities:
(i) investing in the stock of one or more financial
institution subsidiaries;
(ii) acquiring one or more additional financial
institution subsidiaries through the merger of such financial
institution subsidiaries into a subsidiary of the holding
company;
(iii) subject to subsection (e), merging with or
acquiring another holding company, one of whose subsidiaries
is a financial institution subsidiary;
(iv) investing in a corporation the capital stock of
which is available for purchase by a savings bank under
Federal law or under this act;
(v) engaging in such activities as are permitted, by
statute or regulation, to a holding company of a federally
chartered insured mutual institution under Federal law; and
(vi) engaging in such other activities as may be
permitted by the department.
(e) Limitations on certain activities of acquired holding
companies--
(i) If a mutual holding company acquires or merges with
another holding company pursuant to subsection (d)(iii), the
holding company acquired or the holding company resulting
from such merger or acquisition may invest in only those
assets and engage in only those activities which are
authorized under subsection (d).
(ii) Not later than two years following a merger or
acquisition described in subsection (d)(iii), the acquired
holding company or the holding company resulting from such
merger or acquisition shall:
(A) dispose of any asset which is an asset in which
a mutual holding company may not invest under subsection
(d); and
(B) cease any activity which is an activity in which
a mutual holding company may not engage under subsection
(d).
(f) Regulation--The department shall have the authority to
issue rules, regulations and orders as may be necessary to
properly administer this section. Until the department has
adopted regulations pursuant to this section, the department
shall not approve any application by a savings bank for approval
of a plan of reorganization into a mutual holding company. The
regulations adopted under this section shall be no less
restrictive than those promulgated by the Office of Thrift
Supervision for federally chartered savings banks.
(g) Definitions--The following words and phrases when used
in this section shall have, unless the context clearly indicates
otherwise, the following meanings:
(i) "Mutual holding company"--a corporation organized as
a holding company under this section.
(ii) "Financial institution subsidiary"--a savings
association, a Federal savings and loan association or
savings bank which is located in Pennsylvania, a bank, a bank
and trust company, a trust company, a savings bank, a
regional thrift institution or, after March 4, 1990, a
foreign thrift institution.
Section 3. Section 117 of the act, amended or added December
18, 1986 (P.L.1702, No.205) and May 18, 1988 (P.L.399, No.65),
is amended to read:
Section 117. Authorization of [Regional,] Reciprocal
Interstate Operations of Savings Banks
(a) Definitions for purpose of section--The following words
and phrases when used in this section shall have, unless the
context clearly indicates otherwise, the following meanings:
(i) "Acquire"--to acquire (as defined in section
112(a)(i)) five percent or more of the voting stock of an
entity and shall also mean a merger or consolidation or a
purchase of assets and an assumption of liabilities, other
than in the regular course of business.
(ii) "Bank holding company"--the same meaning as that
term has under the Bank Holding Company Act of 1956, 12
U.S.C. § 1841(a).
(iii) "Branch"--an office which performs the functions
described in section 102(h).
(iv) "Control"--the power, directly or indirectly, to
direct the management or policies of an entity or to vote
twenty-five percent or more of any class of voting securities
of an entity.
(v) "Entity"--any corporation, partnership, association
or similar organization, including banks and thrift
institutions.
(vi) "Foreign association"--a savings and loan
association or building and loan association located in and
organized and operating under the laws of a state other than
Pennsylvania and a Federal association, as defined in 12
U.S.C. § 1462(d), that is located in a state other than
Pennsylvania.
(vii) "Foreign savings bank"--a savings bank located in
and organized and operating under the laws of a state other
than Pennsylvania.
(viii) "Foreign thrift institution"--a foreign savings
bank or a foreign association.
(ix) "Foreign thrift institution holding company"--an
entity which controls one or more foreign thrift institutions
and is located in a state other than Pennsylvania.
[(vi)] (x) "Pennsylvania savings bank"--a savings bank
as defined in section 102(x).
[(vii)] (xi) "Pennsylvania savings bank holding
company"--an entity which controls one or more Pennsylvania
savings banks and is located in Pennsylvania.
[(viii)] (xii) "Region"--the States of Delaware,
Indiana, Kentucky, Maryland, New Jersey, Ohio, Virginia and
West Virginia, and the District of Columbia.
[(ix)] (xiii) "Regional association"--a savings and loan
association or building and loan association located in and
organized and operating under the laws of a state in the
region and a Federal association, as defined in 12 U.S.C. §
1462(d), that is located in the region.
[(x)] (xiv) "Regional savings bank"--a savings bank
located in and organized and operating under the laws of a
state in the region.
[(xi)] (xv) "Regional thrift institution"--a regional
savings bank or a regional association.
[(xii)] (xvi) "Regional thrift institution holding
company"--an entity which controls one or more regional
thrift institutions and is located in a state in the region.
[(xiii)] (xvii) "Savings and loan holding company"--as
defined in 12 U.S.C. § 1730a(a)(1)(D).
[(xiv)] (xviii) "State"--includes the District of
Columbia.
[(xv)] (xix) State in which an entity is "located"--
(A) with regard to a thrift institution, the state
in which its deposits are largest; and
(B) with regard to a thrift institution holding
company, a savings bank holding company, a savings and
loan holding company or a bank holding company, the state
in which the total deposits of its subsidiaries,
including commercial banks, are largest.
Provided, that an entity or its legal successor that is
located in Pennsylvania on the effective date of this
legislation shall be deemed thereafter to be located in
Pennsylvania regardless of the location of its deposits or
the deposits of its subsidiaries if said entity has not been
either acquired by an entity located outside of Pennsylvania
or a party to a merger or consolidation transaction in which
the holders of its voting shares immediately prior to the
transaction held less than fifty percent of the voting shares
of any class of stock in the entity surviving after, or
resulting from, the merger or consolidation.
(b) Acquisitions by [regional] foreign thrift institutions
and [regional] foreign thrift institution holding companies--A
[regional] foreign thrift institution or [regional] foreign
thrift institution holding company may acquire a Pennsylvania
savings bank or a Pennsylvania savings bank holding company if:
(i) the law of the state where the acquiring thrift
institution or thrift institution holding company is located
and the law of the state where any savings and loan holding
company or bank holding company which directly or indirectly
owns or controls the power to vote five percent or more of
its shares is located satisfies, in each case, the
reciprocity requirement of subsection (d);
(ii) the acquiring thrift institution or thrift
institution holding company and any savings and loan holding
company or bank holding company which directly or indirectly
owns or controls the power to vote five percent or more of
its shares is, in each case, located in a state in the region
or in Pennsylvania, except that the requirement of location
in the region or in Pennsylvania will not be applicable to an
acquisition consummated after March 4, 1990; and
(iii) approval has been received from the department.
When considering a proposed acquisition by a [regional]
foreign thrift institution or a [regional] foreign thrift
institution holding company, the department shall give
specific attention to the effect of the acquisition on the
availability, in this Commonwealth, of those banking and
basic transaction account services set forth in subsections
(i) and (j).
(c) Branching by [regional] foreign savings banks--
(i) A [regional] foreign savings bank may, with the
prior written approval of the department, maintain as a
branch any office acquired as part of an acquisition effected
under this section or section 114 of the Savings Association
Code of 1967.
(ii) A [regional] foreign savings bank may establish and
maintain branches in this Commonwealth if:
(A) the state in which it is located and the state
in which any savings and loan holding company or bank
holding company which directly or indirectly owns or has
the power to vote five percent or more of its shares is
located satisfies, in each case, the reciprocity
requirement of subsection (d);
(B) the savings bank and any savings and loan
holding company or bank holding company which directly or
indirectly owns or controls the power to vote five
percent or more of its shares is, in each case, located
in a state in the region or in Pennsylvania, except that
the requirement of location in the region or in
Pennsylvania will not be applicable with respect to a
branch established after March 4, 1990; and
(C) the branch is approved by the department in the
same manner and subject to the same conditions as are
applicable to de novo branches of Pennsylvania savings
banks under sections 904 and 905.
(d) Reciprocity requirement--
(i) The law of another state is reciprocal under this
section to the extent the department determines it to be so.
The department's determination under this subsection shall
include, but is not limited to:
(A) with regard to acquisitions, whether the law of
that other state authorizes Pennsylvania savings banks
and Pennsylvania savings bank holding companies to
acquire [regional] foreign thrift institutions and
[regional] foreign thrift institution holding companies
located in that state on terms and conditions reasonably
equivalent to those applicable to acquisitions by
[regional] foreign thrift institutions and [regional]
foreign thrift institution holding companies of
Pennsylvania savings banks or Pennsylvania savings bank
holding companies and whether the law of that other state
imposes conditions on the acquisition by Pennsylvania
savings banks or Pennsylvania savings bank holding
companies of [regional] foreign thrift institutions or
[regional] foreign thrift institution holding companies
located in that state that are substantially more onerous
than those imposed on the same acquisitions by thrift
institutions or thrift institution holding companies
located in that state; and
(B) with regard to branching, whether the law of
that other state authorizes Pennsylvania savings banks to
establish or maintain branches in that state on terms and
conditions reasonably equivalent to those applicable to
the establishment or maintenance of branches in
Pennsylvania by savings banks located in that state, and
reasonably equivalent to those applicable to the
establishment and maintenance of branches in that state
by a savings bank located in that state.
(ii) The department need not determine that the law of
another state fails to meet the reciprocity requirement of
this subsection solely by reason of the fact that that law
does not allow Pennsylvania savings banks or Pennsylvania
savings bank holding companies to engage in a particular type
of branching or acquisition, or imposes conditions on such
branching or acquisition that are substantially more onerous
than those imposed on the same activities of savings banks or
savings bank holding companies located in that state.
However, in such circumstances, the department shall find
reciprocity only after imposing on the savings banks and
savings bank holding companies located in that state
conditions and limitations on branching and acquisitions in
Pennsylvania substantially similar to those imposed on
branching and acquisitions in that state by Pennsylvania
savings banks and savings bank holding companies.
(iii) The department may determine that the law of
another state is not reciprocal regarding a particular type
of branching or acquisition if the law of that other state
does not allow all Pennsylvania savings banks or,
alternatively, all Pennsylvania savings bank holding
companies to engage on equal terms with each other in the
particular type of branching or acquisition.
(e) Authority of the department--In addition to the powers
granted elsewhere in this section and in other provisions of
Pennsylvania law, the department is authorized to impose any
conditions or requirements it deems appropriate, in light of the
purposes of this act, on thrift institutions and thrift
institution holding companies acquired or operating directly or
indirectly in Pennsylvania under this section. Such conditions
or requirements include, but are not limited to, provisions for
examinations, reports and the payment of fees. The department
may accept examinations and other reports of Federal and state
regulators and may enter into agreements with Federal and state
regulators for the exchange of information, including
examination reports.
(f) Change in circumstances--If a [regional] foreign thrift
institution or [regional] foreign thrift institution holding
company [located in another state] which has acquired a
Pennsylvania savings bank or Pennsylvania savings bank holding
company or has established a branch in Pennsylvania under this
section shall have a change of circumstances so that it no
longer satisfies the conditions of subsections (b) and (c)
(either by reason of a change in the place in which it is
located or by reason of acquisition by a savings and loan
holding company or a bank holding company located in a state
which does not satisfy the conditions of subsections (b) and (c)
of five percent or more of its voting shares, or the power to
vote those shares), said [regional] foreign thrift institution
or [regional] foreign thrift institution holding company shall
divest each Pennsylvania savings bank, savings bank holding
company and branch it has acquired or established prior to
entering into a voluntary combination which causes such change
of circumstances or within one year (or such longer period of
not more than an additional year as the department may allow in
writing) after the occurrence of an event, other than a
voluntary combination, which causes the change in circumstances.
(g) Effect of invalidity--The purpose of this section is
solely to authorize reciprocal[, regional] interstate operations
by savings banks and associations, and this section shall not be
construed to authorize any acquisition or the establishment of
any branch by any entity located in another state except as
expressly provided in this section. In the event that any
limitation on the geographical location of entities granted
acquisition or branching powers by this section is held to be
invalid by a final order of a court which is not subject to
further review or appeal, the authorization of this section
shall terminate immediately. Any acquisition or branch
establishment consummated pursuant to this section prior to such
termination shall not be affected thereby.
(h) Acquisitions in other states by Pennsylvania savings
banks and Pennsylvania savings bank holding companies--A
Pennsylvania savings bank or Pennsylvania savings bank holding
company which proposes to acquire a thrift institution or thrift
institution holding company located in another state shall file
an application for approval by the department in such form and
upon payment of such fee as the department shall prescribe and
shall supplement such application with such additional
information as the department may reasonably request. The
department shall conduct such investigation as it deems
necessary to determine whether to approve or disapprove the
application. The investigation shall include consideration of
the effects the proposed acquisition would have on the
availability, in this Commonwealth, of those banking services
and basic transaction account services set forth in subsections
(i) and (j). Within sixty days after receipt of the application
or within a longer period, not in excess of thirty days, after
receipt from the applicant of additional information requested
by the department, the department shall approve or disapprove
the proposed acquisition and give written notice of its decision
to the applicant. In approving an acquisition under this
section, the department may place conditions upon such approval
and incorporate such terms and agreements as are deemed
necessary to effect the purposes of this act.
(i) Availability of banking services--The department shall
have the authority to assure that interstate thrift acquisitions
authorized by this section will not diminish reasonable
availability of banking services to all segments of the public
and economy of this Commonwealth, with special emphasis on
economic development and the financing of enterprises to the end
that employment opportunities will be either increased or, where
there is the prospect of reduction, retained. Upon receipt of an
application for approval of an acquisition by an institution or
company located in another state under subsection (b) or
approval of an acquisition in another state by a Pennsylvania
savings bank or savings bank holding company under subsection
(h), the department shall review the credit practices and
policies of each Pennsylvania savings bank or savings bank
holding company which is involved in the proposed transaction.
Such review shall determine the overall performance of such
company or institution in providing credit and financial
services to individuals and business enterprises in the
communities which it serves in the light of its role as a thrift
institution, its resources, its capital and its income, the
particular needs of such communities, competition and
alternative sources of credit. With respect to individuals,
there shall be a review of consumer loans, residential
mortgages, home improvement loans and student loans,
particularly to residents of low-income and moderate-income
neighborhoods. With respect to business enterprises, there shall
be a review of extensions of credit and investments intended to
promote economic development and creation, or retention where
there is the prospect of reduction, of employment opportunities,
including, without limitation, Small Business Administration and
other small business loans, industrial development loans,
financing of employe stock option plans and leveraged buyouts of
businesses by employes, financing of nonprofit community
development projects, loans and investments intended to maintain
existing businesses and to encourage economic expansion and job
opportunities, and loans and investments to promote
participation by businesses in this Commonwealth in
international trade and to increase exports. The review by the
department shall also include all other activities of the
institution or company deemed to be suitable to its particular
circumstances and the communities served. If the department
determines that the overall performance of the institution or
company has not been materially deficient and that it justifies
the conclusion that the institution or company does and will
provide suitable credit and financial services to its
communities, it may approve the application without imposing any
terms or conditions but otherwise may impose such terms and
conditions as it deems appropriate to improve such overall
performance over a stated period of time. The department shall,
from time to time, review the continuing overall performance of
each such institution or company after an acquisition and, if it
finds that its overall performance has not continued to be
satisfactory, shall issue such order to the applicant as it
deems appropriate.
(j) Availability of basic transaction account services--The
department shall have the authority to assure that thrift
institution holding companies and thrift institutions that
become part of interstate banking organizations by reason of
acquisitions requiring approval under this section make basic
transaction account services available to the public. For this
purpose the department shall obtain, from all sources available
to it or through such studies as it may commission, adequate
information to determine:
(i) The needs of the public and, in particular,
individuals with low or moderate income, for a basic checking
or other transaction account.
(ii) The principal characteristics that such an account
should have, such as the number of checks, deposits and other
items for which a minimum charge may be made, the amount or
rate of such minimum charge and the forms of identification
that may be required for opening and using such an account.
(iii) The existing availability of basic accounts with
some or all of such principal characteristics currently
offered by depository institutions, including applicants
under this section, in separate communities of this
Commonwealth.
An applicant shall, at the request of the department, supply
information to the department with respect to such accounts
offered by the applicant and by each institution which is a
subsidiary of the applicant. The department may approve an
application prior to the time it has acquired the information
required by this section, but the applicant and each institution
which is a subsidiary of the applicant shall be subject, both
before and after an approval of the acquisition under this
section, to requirements imposed by the department, from time to
time, to assure to the public, in the communities served by the
institution, the continuing availability of the basic
transaction account services which the department has determined
the public needs.
(k) Advisory Commission--For the purpose of advising the
department in the conduct of its functions under subsections (i)
and (j), the advisory commission established by section 116(k)
is empowered and directed to provide information, opinions and
recommendations as to guidelines the department may establish,
from time to time, for the purpose of determining the overall
performance of an institution or company under subsection (i)
and the availability of basic transaction account services under
subsection (j). All decisions and determinations made under this
section shall be made by the department. In evaluating an
application which would result in an interstate acquisition or
an interstate branch, the department shall consider the
following regulatory criteria:
(i) capital adequacy;
(ii) asset quality;
(iii) management ability and effectiveness;
(iv) earnings quantity and quality;
(v) liquidity;
(vi) ability to meet the needs of the community;
(vii) effect of the transaction upon competition;
(viii) existence of insider transactions;
(ix) adequacy of all disclosures relating to the
transactions; and
(x) resistance to external economic and financial
conditions.
The department shall not approve the application for any such
interstate acquisition or interstate branch, unless the
evaluation determines that all of the institutions involved in
the transaction are in compliance with all relevant regulatory
criteria. These regulatory criteria shall apply to all
interstate acquisition and interstate branch applications
involving the following institutions: a Pennsylvania savings
bank, a Pennsylvania savings bank holding company, a foreign
association, a foreign savings bank, a foreign thrift
institution or a foreign thrift institution holding company.
Section 4. Section 203 of the act is amended by adding a
subsection to read:
Section 203. Additional Powers Related to Conduct of Business
of Incorporated Institutions Other Than
Trust Companies
A bank, a bank and trust company and a savings bank shall
have in addition to other powers granted by this act or its
articles and subject to the limitations and restrictions
contained in this act or in its articles:
* * *
(e) Membership in Federal Home Loan Bank--The power to
become a member of the Federal Home Loan Bank System, to hold
shares of stock in a Federal Home Loan Bank, to take all actions
incident to maintenance of such membership and to exercise all
powers, not inconsistent with provisions of this act, conferred
on member banks.
Section 5. Section 311(d) of the act, amended December 21,
1988 (P.L.1416, No.173), is amended to read:
Section 311. Transactions With Respect to Shares of Corporate
Stock and Capital Securities
* * *
(d) Ownership--An institution may acquire and hold:
(i) shares of stock of a Federal Reserve Bank, without
limitation of amount;
(ii) shares of stock of:
(A) the Federal National Mortgage Association, the
Government National Mortgage Association, the Federal
Home Loan Mortgage Corporation, the Student Loan
Marketing Association, a corporation authorized to be
created pursuant to Title IX of the Housing and Urban
Development Act of 1968 or any other such corporations or
agencies as may from time to time be approved by the
department,
(B) a bank, a bank and trust company or a trust
company subject to this act, a national bank located in
Pennsylvania or a Pennsylvania bank holding company--to
the extent of ten percent of the sum of the par value of
the issued and outstanding shares of any such issuer,
and, for purposes of this limitation, the shares owned by
all the affiliates of a Pennsylvania bank holding company
shall be aggregated to determine whether the ten percent
limitation is reached,
(B.1) a subsidiary corporation engaged in the
functions or activities that an institution is authorized
to carry on, if the shares are acquired with the prior
written approval of, and in accordance with the terms and
conditions of transfer prescribed by, the department, or
(C) a corporation organized under the laws of the
United States or of any state or any foreign country and
principally engaged, directly or indirectly, in
international or foreign banking or financial operations
or in banking or financial operations in a dependency, or
insular possession of the United States or in the
Commonwealth of Puerto Rico, if the shares are acquired
with the prior written approval of, and in accordance
with the terms and conditions prescribed by, the
department in an amount the cost of which to the
institution for the shares of any such association or
corporation so acquired or held is not in excess of ten
percent of the aggregate of the capital, surplus and
capital securities of the institution and in the case of
shares covered by clause (B) of this subsection (d)(ii),
in an amount the cost of which to the institution for the
shares of all such issuers so acquired or held is not in
excess of the lesser of ten percent of the total assets
of the institution or one hundred percent of the
aggregate of the capital, surplus and capital securities
of the institution;
(iii) shares of stock of small business investment
companies organized pursuant to the Small Business Investment
Act, in an amount the cost of which is not in excess of one
percent of the aggregate of the capital, surplus and capital
securities of the institution;
(iv) in the case of a bank and trust company, shares of
stock of a corporation organized under the laws of the
Commonwealth for the purpose of conducting a title insurance
business to which the institution has transferred the assets
of its title insurance business, in an amount:
(A) the cost of which is not in excess of the lesser
of (1) ten percent of the aggregate of the capital,
surplus and capital securities of the institution or (2)
double the minimum amount of capital and paid-in surplus
required for the incorporation of such corporation, or
(B) with the prior approval of the department, the
cost of which is not in excess of fifteen percent of the
aggregate of the capital, surplus and capital securities
of the institution;
(v) shares of stock of business development credit
corporations to the extent provided by the Business
Development Credit Corporation Law;
(vi) shares of stock of a corporation organized to
promote the public welfare and community development, expand
the economy or provide for social reform, subject to
regulation by the department;
(vii) shares of stock of a clearing corporation as
defined in Article 8 of the Uniform Commercial Code;
(viii) shares of stock of a stock savings bank located
in Pennsylvania;
(ix) shares of stock of a corporation engaged
exclusively in activities not prohibited by this act, which
shares have been held continuously since November 30, 1965;
[and]
(x) shares of stock of a savings association, a Federal
savings and loan association or a Federal savings bank,
located in Pennsylvania, provided that an institution may
hold no more than ten percent of the outstanding shares of
the common stock of such savings association, Federal savings
and loan association or Federal savings bank[.]; and
(xi) shares of stock of a Federal Home Loan Bank,
without limitation of amount.
* * *
Section 6. Sections 312 and 314(b) of the act are amended to
read:
Section 312. Pledges For Deposits
(a) An institution may pledge assets as security for
deposits of:
(i) public funds,
(ii) funds of a pension fund for employes of a political
subdivision of the Commonwealth,
(iii) funds for which a political subdivision of the
Commonwealth or an officer or employe thereof is the
custodian or trustee pursuant to statute,
(iv) funds held by the Secretary of Banking as receiver
or by the Insurance Commissioner as statutory liquidator,
(v) funds which are required to be secured by law or by
an order of a court, [and]
(vi) in the case of a bank and trust company, funds held
in a fiduciary capacity and deposited in its commercial
department pursuant to subsection 403 (c) of this act[.], and
(vii) funds held in a fiduciary capacity by a trust
company which is an affiliate of the institution.
(b) An institution may not pledge assets as security for
deposits other than those covered by subsection (a) of this
section.
Section 314. Borrowings
* * *
(b) The aggregate amount of outstanding liabilities of an
institution for money borrowed exclusive of:
(i) liabilities to a Federal Reserve Bank on account of
money borrowed or rediscounts,
(ii) liabilities on account of the acquisition of
reserve balances at a Federal Reserve Bank or other reserve
agent from a member or non-member bank,
(iii) liabilities on account of agreements to repurchase
securities sold by the institution (commonly known as
"repurchase agreements") [and],
(iv) liabilities which do not constitute or result from
the borrowing of money under definitions prescribed by
regulation of the department, and
(v) liabilities to a Federal Home Loan Bank on account
of money borrowed or rediscounts
shall not at any time exceed the aggregate of the amount of its
capital and one-half of the amount of its surplus.
Section 7. Section 504(b)(xiii) of the act, amended December
21, 1988 (P.L.1416, No.173), is amended to read:
Section 504. Investments
* * *
(b) Authority under this act or other statutes--Except as
otherwise provided in its articles, a savings bank may, in
addition to investments authorized by its articles, other
provisions of this act or other statutes, make investments in:
* * *
(xiii) in the case of a savings bank which has elected
to exercise the conditional powers provided in section 513,
capital stock, securities or other obligations of any service
corporation, subject to the following limitations:
(A) the entire capital stock of the service
corporation shall be available for purchase by, or be
transferable to, only savings banks, savings and loan
associations organized under the laws of this
Commonwealth, Federal savings banks and savings and loan
associations having their home offices in this
Commonwealth, [or] regional thrift institutions, as that
term is defined in section 117, or, after March 4, 1990,
foreign thrift institutions, as that term is defined in
section 117,
(B) unless authorized by the department a savings
bank shall not have an aggregate outstanding investment
in the capital stock, securities or obligations of
service corporations the cost of which exceeds three
percent of the assets of the savings bank at the time of
acquisition of such stock, securities or obligations,
(C) a service corporation qualifying for investment
under this subsection may engage in the following
activities:
(1) originating, purchasing, selling and
servicing loans upon real estate and participating
interests therein,
(2) performing clerical, bookkeeping,
accounting, statistical or similar functions,
primarily for financial institutions,
(3) acquisition and development of real estate,
principally for construction of housing or for resale
to others for such construction or for use as mobile
home sites, either separately or in conjunction with
others provided that such development shall be
completed within five years of the commencement of
development, unless that period is extended by the
department,
(4) acquiring interests in improved residential
real estate and mobile homes to be held for rental,
and
(5) any other activity authorized by the
department by regulation; and
* * *
Section 8. Section 903(a) of the act, amended March 4, 1982
(P.L.135, No.44) and April 8, 1982 (P.L.262, No.79), is amended
to read:
Section 903. Change of Location of Office
(a) Change of principal place of business--An institution
may, with the prior written approval of the department and, in
the case of an incorporated institution by amendment of its
articles, change the location of its principal place of business
to a new location[:
(i) in the same city, incorporated town, borough or
township, or
(ii) in the same county or in a county contiguous
thereto if
(A) the total of its surplus, unallocated reserves
and undivided profits in the case of a mutual savings
bank, or its net worth in the case of a private bank or
employes' mutual banking association, at least equals a
minimum amount specified by the department,
(B) in the case of any other institution, its
capital and surplus are at least equal to the minimum
capital and surplus which would be required by this act
upon original incorporation with a principal place of
business in the city, incorporated town, borough or
township of the new location and, if the institution has
branches, it has the additional capital and surplus
required by this act for the establishment of such
branches, or
(C) the institution has not previously changed the
location of its principal place of business to a new
location in a county contiguous to the county where the
institution was originally chartered to do business. If
an institution has made a previous change, it may
relocate to the county where it was originally chartered
to do business or to any county contiguous thereto.]
anywhere in this Commonwealth.
* * *
Section 9. Section 1609(a)(iii) of the act, amended
December 18, 1986 (P.L.1702, No.205), is amended to read:
Section 1609. Mergers, Consolidations and Conversions of
Savings Banks
(a) Authority to merge, consolidate or convert--
* * *
(iii) upon compliance with the requirements of this
section and other applicable law,
(A) one or more savings banks, one or more Federal
savings banks and one or more Federal savings and loan
associations may merge into a savings bank, Federal
savings bank or a Federal savings and loan association or
consolidate into a new savings bank, a new Federal
savings bank or a new Federal savings and loan
association, [and]
(B) one or more savings banks may merge or
consolidate with a regional thrift institution, and,
after March 4, 1990, with a foreign thrift institution,
as those terms are defined in and subject to any
applicable limits of section 117[.], and
(C) a business corporation which owns all of the
issued and outstanding shares of a savings bank may merge
into such savings bank.
* * *
Section 10. Section 1808(a)(i) of the act is amended to
read:
Section 1808. Involuntary Dissolution
(a) Issuance of certificate of dissolution by department--In
the event that:
(i) a certificate of authorization has not been issued to
a newly incorporated institution within [two years] one year
after the date of its incorporation or such longer time as
the department may allow for satisfaction of conditions
precedent to the issuance of a certificate,
* * *
Section 11. This act shall take effect immediately.
APPROVED--The 18th day of December, A. D. 1990.
ROBERT P. CASEY
Continue sua pesquisa no ChatGPT ou Claude
Conecte o Omnilex para pesquisar o corpus jurídico pelo seu assistente de IA.