<section article="gfi" article_name="Financial Institutions" number="9-101" title_number="9" title_name="Savings and Loan Associations" subtitle_number="1" subtitle_name="Definitions; General Prohibition"> <level label="a"> <text>In this title the following words have the meanings indicated.</text> </level> <level label="b"> <text>“Capital stock” means capital stock issued by a capital stock association.</text> </level> <level label="c"> <text>“Capital stock association” means a savings and loan association that has authority under this title to issue capital stock.</text> </level> <level label="d"> <text>“Claim” means:</text> <level label="1"> <text>A right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or</text> </level> <level label="2"> <text>A right to an equitable remedy for breach of performance if the breach gives rise to a right to payment, whether or not the right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.</text> </level> </level> <level label="e"> <text>“Deposit association” means a savings and loan association that has savings deposit accounts.</text> </level> <level label="f"> <text>“Division Director” means the Commissioner.</text> </level> <level label="g"> <text>“Employee” does not include a controlling person, director, or officer of an association.</text> </level> <level label="h"> <text>“Federal association” means:</text> <level label="1"> <text>A savings and loan association that is incorporated under the laws of the United States; or</text> </level> <level label="2"> <text>A federal savings bank that operates under the jurisdiction of the Federal Home Loan Bank Board and whose accounts are insured by the Federal Savings and Loan Insurance Corporation.</text> </level> </level> <level label="i"> <text>“Fund Director” means the Director of the State of Maryland Deposit Insurance Fund Corporation.</text> </level> <level label="j"> <text>“Mutual association” means a savings and loan association that does not have authority to issue capital stock.</text> </level> <level label="k"> <text>“Net worth certificate” means a capital instrument issued by a savings and loan association for the purpose of increasing or maintaining the capital of the association.</text> </level> <level label="l"> <level label="1"> <text>“Savings account” means that part of the savings liability of a savings and loan association that is credited to the account of the holder of the account.</text> </level> <level label="2"> <text>“Savings account” includes a savings certificate account or any other fixed term account.</text> </level> </level> <level label="m"> <text>“Savings and loan association” has the meaning stated in § 8–101 of this article.</text> </level> <level label="n"> <text>“Savings deposit account” means a savings account that:</text> <level label="1"> <text>Is a liability of a deposit association to the extent of its withdrawal value; and</text> </level> <level label="2"> <text>Is not a share interest in a savings and loan association.</text> </level> </level> <level label="o"> <text>“Savings liability” means the aggregate amount of savings accounts of savings account holders, including earnings credited to the accounts.</text> </level> <level label="p"> <text>“Savings share account” means a savings account that is a share interest in a savings and loan association.</text> </level> <level label="q"> <text>“Secretary” has the meaning stated in § 8–101 of this article.</text> </level> <level label="r"> <text>“Statutory merger” means the transfer of all or substantially all of the assets of a corporation which transfer is:</text> <level label="1"> <text>Subject to all or substantially all of the liabilities of the transferor; and</text> </level> <level label="2"> <text>Followed by the dissolution of the transferor corporation.</text> </level> </level> <level label="s"> <text>“Unsecured days funds” has the meaning stated in the rules and regulations of the Federal Home Loan Bank Board that apply to savings associations insured by the Federal Savings and Loan Insurance Corporation.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-102" title_number="9" title_name="Savings and Loan Associations" subtitle_number="1" subtitle_name="Definitions; General Prohibition"> <level label="a"> <text>Only a corporation that complies with this title and § 1-201 of this article may conduct the business of a savings and loan association or do business under any name or make any representation that implies that it is a savings and loan association.</text> </level> <level label="b"> <text>On application by the Division Director, a court of competent jurisdiction may issue an injunction to restrain any person from violating this section.</text> </level> <level label="c"> <text>Any person who is convicted of knowingly or willfully violating subsection (a) of this section is subject to imprisonment in the penitentiary for not more than 10 years for each offense, or a fine of not more than $100,000 for each offense, or both.</text> </level> <level label="d"> <text>This section does not apply to the use of a similar name by any corporation or association formed only to promote the interests of savings and loan associations, the membership of which is made up of savings and loan associations, their officers, or other representatives.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-201" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>A savings and loan association shall be organized for the purpose of receiving funds and making loans authorized by this title.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-202" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>Subject to the provisions of this subtitle, five or more adult individuals, each of whom is a resident of this State and a citizen of the United States, may act as incorporators to form a savings and loan association under this title.</text> </level> <level label="b"> <text>The incorporators shall elect a chairman from among themselves.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-203" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>The name of a savings and loan association:</text> <level label="1"> <text>Need not indicate that it is a corporation;</text> </level> <level label="2"> <text>Shall contain one of the following phrases or any combination of the words:</text> <level label="i"> <text>“Savings association”;</text> </level> <level label="ii"> <text>“Building association”;</text> </level> <level label="iii"> <text>“Savings and loan association”; or</text> </level> <level label="iv"> <text>“Building and loan association”;</text> </level> </level> <level label="3"> <text>May not be similar in any material or misleading respect to the name of any other State or federal savings and loan association, except that a savings and loan association in operation before July 1, 1980 may continue to operate under its existing name; and</text> </level> <level label="4"> <text>May not include the words “commercial”, “federal”, “government”, “guaranteed”, “insured”, “Maryland”, “national”, “trust”, “trustee”, or “United States”, except that a savings and loan association in operation before July 1, 1986 may continue to operate under its existing name.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-204" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>The articles of incorporation of a savings and loan association shall set forth:</text> <level label="1"> <text>The name of the association;</text> </level> <level label="2"> <text>The county in which the association’s first principal place of business is to be located;</text> </level> <level label="3"> <text>A precise and accurate statement of the purpose or purposes for which the association is organized, as well as a statement that it is organized in compliance with State law;</text> </level> <level label="4"> <text>The term for which the association is to exist, which may be perpetual;</text> </level> <level label="5"> <text>The name, occupation, citizenship, place of residence, and post office address of each incorporator;</text> </level> <level label="6"> <text>The name, occupation, citizenship, place of residence, and post office address of each of the first directors; and</text> </level> <level label="7"> <text>If the association is a capital stock association, provisions for the issuance of capital stock.</text> </level> </level> <level label="b"> <text>The proposed bylaws of the association shall provide for:</text> <level label="1"> <level label="i"> <text>The dates of regular meetings of shareholders, if any;</text> </level> <level label="ii"> <text>The notice of the regular meetings to be given;</text> </level> <level label="iii"> <text>The qualification of voters and the manner of voting;</text> </level> <level label="iv"> <text>The manner of calling special meetings;</text> </level> <level label="v"> <text>The number of members that constitute a quorum; and</text> </level> <level label="vi"> <text>The date of the annual meeting;</text> </level> </level> <level label="2"> <level label="i"> <text>The number of directors and their qualifications, other than those specified in this title;</text> </level> <level label="ii"> <text>The terms of office of the directors which may not be less than 1 year or more than 3 years;</text> </level> <level label="iii"> <text>If the terms of office are more than 1 year, the method of division into classes for the purpose of electing, as nearly as may be, an equal number of directors each year; and</text> </level> <level label="iv"> <text>The removal or suspension of directors;</text> </level> </level> <level label="3"> <level label="i"> <text>The meetings of the board of directors; and</text> </level> <level label="ii"> <text>The powers and duties of the board of directors;</text> </level> </level> <level label="4"> <level label="i"> <text>The officers;</text> </level> <level label="ii"> <text>The manner of election of the officers;</text> </level> <level label="iii"> <text>The terms of office, duties, and compensation of the officers; and</text> </level> <level label="iv"> <text>The bonds required of officers;</text> </level> </level> <level label="5"> <level label="i"> <text>The classes of shares that may be issued;</text> </level> <level label="ii"> <text>The issuance of shares, whether issued in series or otherwise;</text> </level> <level label="iii"> <text>The times when shares may be issued; and</text> </level> <level label="iv"> <text>The matured value of shares;</text> </level> </level> <level label="6"> <text>The manner in which evidence of share ownership shall be issued to members;</text> </level> <level label="7"> <text>The time and manner of apportioning, crediting, and paying dividends;</text> </level> <level label="8"> <text>The conditions upon which shares may be transferred, matured, withdrawn, retired, or suspended and forfeited; and</text> </level> <level label="9"> <text>The manner and conditions under which the bylaws may be altered or amended.</text> </level> </level> <level label="c"> <level label="1"> <text>By January 1, 1987, the Division Director shall adopt model articles of incorporation and bylaws of savings and loan associations that are not inconsistent with the provisions of subsections (a) and (b) of this section.</text> </level> <level label="2"> <text>An association may modify or alter its articles of incorporation or bylaws to be consistent with the model.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-205" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>To organize as a savings and loan association, the incorporators shall submit to the Division Director:</text> <level label="1"> <text>A written application on the form that the Division Director requires;</text> </level> <level label="2"> <text>The executed articles of incorporation and a conformed copy;</text> </level> <level label="3"> <text>The proposed bylaws;</text> </level> <level label="4"> <text>Any other exhibits the Division Director requires; and</text> </level> <level label="5"> <text>A filing fee of $1,000.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-206" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <level label="1"> <text>On receipt of the items listed in § 9-205 of this subtitle, the Division Director shall publish a notice of the filing.</text> </level> <level label="2"> <text>The notice shall state that:</text> <level label="i"> <text>A public hearing may be held on a date that is at least 30 days and not more than 60 days after the filing;</text> </level> <level label="ii"> <text>Written protests to the application shall be received no later than 10 days before the scheduled hearing; and</text> </level> <level label="iii"> <text>If the Division Director does not receive any written protest within the time provided in the notice, the hearing may be canceled.</text> </level> </level> </level> <level label="b"> <text>The notice shall be published:</text> <level label="1"> <text>For at least 2 successive weeks in a newspaper of general circulation in the political subdivision where the principal office of the proposed savings and loan association in this State is to be located; and</text> </level> <level label="2"> <text>In the Maryland Register as provided in the State Documents Law.</text> </level> </level> <level label="c"> <text>The Division Director may prohibit testimony by any person who did not file a protest that complies with subsection (a)(2)(ii) of this section.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-207" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>The Division Director shall determine from the available information if:</text> <level label="1"> <text>The name of the proposed savings and loan association:</text> <level label="i"> <text>Is the same as an existing association or so similar to the name of an existing association as to mislead the public; and</text> </level> <level label="ii"> <text>Complies with § 9-203 of this subtitle;</text> </level> </level> <level label="2"> <text>The character, responsibility, and general fitness of the incorporators, board of directors, officers and controlling persons of the proposed association qualifies those individuals to act as incorporators, directors, officers, or controlling persons;</text> </level> <level label="3"> <text>The establishment of the proposed association and its location will promote the public interest; and</text> </level> <level label="4"> <text>The proposed association, if a stock association, has subscription for capital stock in an amount determined by the Division Director to be sufficient for the safe and proper operation of the association, which in no event may be less than $1,000,000.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-208" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>The Division Director may require any change in the proposed articles of incorporation or bylaws that the Division Director considers necessary.</text> </level> <level label="b"> <level label="1"> <text>Not later than 60 days after application, the Division Director shall pass a preliminary order in writing approving or refusing the application to organize.</text> </level> <level label="2"> <text>The Division Director shall issue a final written order of approval for incorporation when the Division Director receives the surety bond under this subtitle and is satisfied that the initial accounts required under this subtitle are funded in cash.</text> </level> </level> <level label="c"> <text>An applicant aggrieved by the final order of the Division Director may appeal under § 8–403 of this article.</text> </level> <level label="d"> <level label="1"> <text>After the time for appeal of the order expires or on final determination of any appeal taken, the Division Director shall endorse and date each copy of the articles “approved” or “refused”.</text> </level> <level label="2"> <text>If the Division Director approves the articles, the Division Director shall:</text> <level label="i"> <text>Return the endorsed, executed articles to the chairman of the incorporators; and</text> </level> <level label="ii"> <text>Keep the conformed copy.</text> </level> </level> <level label="3"> <text>If the Division Director refuses the articles, the Division Director shall return the endorsed, executed articles to the chairman of the incorporators.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-208.1" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>Except as provided in subsection (b) of this section, the Division Director may not approve any applications seeking incorporation of a newly formed savings and loan association under this title on or after July 1, 1990.</text> </level> <level label="b"> <text>The Division Director may approve an application seeking incorporation of a newly formed savings and loan association under this title if:</text> <level label="1"> <text>The application provides that the newly formed association will, immediately after filing its articles of incorporation with the State Department of Assessments and Taxation, convert to a commercial bank under the provisions of §§ 9-631 through 9-639 of this title or convert to a federally chartered savings and loan association under §§ 9-613 through 9-615 of this title;</text> </level> <level label="2"> <text>The association does not operate as a savings and loan association under this title; and</text> </level> <level label="3"> <text>All other requirements set forth in this title and imposed by the Commissioner are satisfied.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-209" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>On final approval of the articles of incorporation by the Division Director, the chairman of the incorporators of a savings and loan association shall file for record with the State Department of Assessments and Taxation the endorsed, executed articles of incorporation.</text> </level> <level label="b"> <text>When the State Department of Assessments and Taxation accepts the articles of incorporation for record in accordance with subsection (a) of this section, the savings and loan association becomes a corporation.</text> </level> <level label="c"> <text>The chairman of the incorporators shall send to the Division Director a copy of the certificate that acknowledges that the articles of incorporation have been accepted for record.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-210" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>In this section, “business” means receiving funds or making loans.</text> </level> <level label="b"> <text>A savings and loan association forfeits its charter for nonuse if it:</text> <level label="1"> <text>Has not begun business within 180 days of the acceptance for record of its articles of incorporation, except that the Division Director may grant one extension of not more than 180 days; or</text> </level> <level label="2"> <text>After beginning business, does not engage actively in business during any continuous period of 180 days.</text> </level> </level> <level label="c"> <text>The charter of the savings and loan association is void when the State Department of Assessments and Taxation receives a certified copy of a final order, issued by the Division Director, that:</text> <level label="1"> <text>Finds there is no just cause for the failure to begin or engage in business; and</text> </level> <level label="2"> <text>Directs the savings and loan association to dissolve its business.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-211" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>The charter of a savings and loan association may be amended as provided in Title 2, Subtitle 6 of the Corporations and Associations Article and this section.</text> </level> <level label="b"> <text>Articles of amendment shall be filed and approved as required by this subtitle for articles of incorporation, except that:</text> <level label="1"> <text>A notice of the filing need not be published; and</text> </level> <level label="2"> <text>A filing fee is not required.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-212" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>A savings and loan association that forfeits its charter may revive the charter in accordance with Title 3, Subtitle 5 of the Corporations and Associations Article only if:</text> <level label="1"> <text>The Division Director approves the proposed articles of revival; and</text> </level> <level label="2"> <text>The charter was forfeited for:</text> <level label="i"> <text>Failure to file an annual report with the State Department of Assessments and Taxation; or</text> </level> <level label="ii"> <text>Nonpayment of taxes.</text> </level> </level> </level> <level label="b"> <text>Not later than 30 days after a savings and loan association files articles of revival with the Division Director for examination, the Director shall pass an order approving or refusing the articles of revival.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-213" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>At the written request of the Division Director, a savings and loan association shall file a certified copy of its current bylaws with the Division Director within 10 days of the request.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-216" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <level label="1"> <text>In this section the following words have the meanings indicated.</text> </level> <level label="2"> <text>“Acquire” means to obtain legal or beneficial ownership of shares, or voting rights of shares, whether directly or indirectly, through an intermediary or otherwise.</text> </level> <level label="3"> <text>“Beneficial ownership” includes:</text> <level label="i"> <text>Ownership by another person who controls, is controlled by, or is under common control with a person; and</text> </level> <level label="ii"> <text>Ownership by a member of the immediate family.</text> </level> </level> <level label="4"> <text>“Control” means the ability of a person to direct the management or policies of an association or entity or elect a majority of a board of directors or the ownership of more than 10 percent of the outstanding shares of any class of securities of an association or interest in an entity.</text> </level> </level> <level label="b"> <text>Except as provided in subsection (g) of this section, without the prior written approval of the Division Director under this section, a person may not acquire control of an association or control of an entity which, directly or indirectly, controls or is controlled by an association.</text> </level> <level label="c"> <text>If the approval of the Division Director is required under subsection (b) of this section, a person who intends to acquire shares of an association or interest in an entity that controls or is controlled by an association shall:</text> <level label="1"> <text>File an application for approval in the form that the Division Director requires;</text> </level> <level label="2"> <text>Deliver to the Division Director any other information that the Division Director requires with the certification of financial information and any verification by oath or affirmation of other data that the Division Director specifies; and</text> </level> <level label="3"> <text>Except in the case of an applicant that is a domestic corporation or a foreign corporation qualified to do business in Maryland, deliver to the Division Director a written consent to service of process in any action or suit arising out of or in connection with the proposed acquisition through service of process on the Secretary of Labor.</text> </level> </level> <level label="d"> <level label="1"> <text>Upon receipt of an application for approval and other items required under subsection (c) of this section, the Division Director shall conduct an investigation to determine whether the acquisition, its purposes and probable effects would be consistent with purposes of Title 8 of this article and of this title, whether:</text> <level label="i"> <text>The applicant, or its directors, officers, or controlling persons, and any proposed new officers, directors, or controlling persons of the association involved would satisfy the test for incorporators, officers, directors, and controlling persons of a new association under § 9–207 of this subtitle; and</text> </level> <level label="ii"> <text>The proposed acquisition would be prejudicial to the interests of the depositors, creditors, beneficiaries of fiduciary accounts, or shareholders of the association involved.</text> </level> </level> <level label="2"> <text>Except for information that the Division Director determines should be kept confidential, as part of the investigation the Division Director shall transmit to the association or entity a copy of the application and all other information received from the applicant for the purpose of receiving comments from the association or entity.</text> </level> </level> <level label="e"> <level label="1"> <text>Within 60 days after receipt of an application under subsection (c) of this section or within a longer period not in excess of 30 days after receipt from the applicant of additional information required by the Division Director, the Division Director shall:</text> <level label="i"> <text>Approve or disapprove the proposed acquisition; and</text> </level> <level label="ii"> <text>Give written notice of its decision to the applicant and the association or entity.</text> </level> </level> <level label="2"> <text>If the Division Director approves a proposed acquisition that may result in a change of control of the association or entity, the Division Director may impose conditions to be observed after the acquisition with respect to:</text> <level label="i"> <text>Transactions between the association involved and the applicant or affiliate of the applicant;</text> </level> <level label="ii"> <text>Dividends or distributions by the association; or</text> </level> <level label="iii"> <text>Other matters as the Division Director considers advisable on the basis of the purposes of this title and Title 8 of this article.</text> </level> </level> </level> <level label="f"> <text>A person may not make, directly or indirectly, any untrue statement of a material fact or omit a material fact in order to mislead any person in connection with any acquisition or sale of, or proposal to acquire or sell, shares within the scope of this section or in any application or submission of information to the Division Director under subsection (c) of this section.</text> </level> <level label="g"> <text>Approval under this section is not required for an acquisition in the case of either:</text> <level label="1"> <text>An acquisition of shares by the issuer of the shares or by a person who, at the time of acquisition, controls the association or entity whose shares or interest are proposed to be acquired;</text> </level> <level label="2"> <text>A merger or consolidation which requires the approval of the Division Director, Commissioner, or the Federal Home Loan Bank Board;</text> </level> <level label="3"> <text>A transaction by a broker–dealer who does no more than perform the customary broker’s function in transactions on a stock exchange or in the over–the–counter market, who receives no more than the customary broker’s commission and who does not solicit, or arrange for the solicitation of orders; or</text> </level> <level label="4"> <text>A transfer through testate or intestate succession, as long as the acquiring party advises the Division Director in writing within 30 days of the acquisition and provides the information that the Division Director requires.</text> </level> </level> <level label="h"> <text>A person who is not a citizen of the United States may not directly or indirectly acquire control of an association.</text> </level> <level label="i"> <level label="1"> <text>Any person who directly or indirectly acquires shares of an association or interest in an entity which controls an association in violation of this section, or who violates subsection (f) of this section shall be punished, upon conviction, by imprisonment in the penitentiary for a period not more than 10 years, or a fine not more than $100,000, or both.</text> </level> <level label="2"> <text>Any person who violates any provision of this section is liable civilly to any association, entity, shareholder, or other person damaged by the violation.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-216.1" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>To organize as a savings and loan association, the chairman of the incorporators shall:</text> <level label="1"> <text>Obtain a surety bond as provided in § 9-217 of this subtitle; and</text> </level> <level label="2"> <text>Establish:</text> <level label="i"> <text>The initial subscription for savings accounts; and</text> </level> <level label="ii"> <text>The expense fund.</text> </level> </level> </level> <level label="b"> <level label="1"> <text>In addition to subsection (a) of this section, the incorporators of a capital stock association shall establish an initial subscription account for capital stock.</text> </level> <level label="2"> <level label="i"> <text>A capital stock association may use its paid-in surplus to provide amounts required for the expense fund.</text> </level> <level label="ii"> <text>Any paid-in surplus amounts that are allocated to the expense fund under subparagraph (i) of this paragraph may not be used for dividends to holders of capital stock or any other distribution to holders of capital stock except on liquidation.</text> </level> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-217" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>The chairman of the incorporators shall deliver to the Division Director a bond issued by a surety company that is qualified to do business in this State. The bond shall:</text> <level label="1"> <text>Be in the aggregate amount of the following funds, as may be applicable under § 9-216.1 of this subtitle:</text> <level label="i"> <text>Initial subscription for savings accounts;</text> </level> <level label="ii"> <text>Expense fund; and</text> </level> <level label="iii"> <text>Initial subscription for capital stock account;</text> </level> </level> <level label="2"> <text>Name the Division Director as obligee;</text> </level> <level label="3"> <text>Be in the form required by the Division Director; and</text> </level> <level label="4"> <text>Guarantee the safekeeping of the amounts collected in the initial accounts:</text> <level label="i"> <text>For delivery to the savings and loan association if a certificate of incorporation is issued; or</text> </level> <level label="ii"> <text>If the attempt to incorporate is unsuccessful, the return to the incorporators or subscribers of the respective amounts each paid to the initial subscription for savings accounts, the initial subscription for capital stock account and, less expenses, the expense fund.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-218" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>The incorporators of a savings and loan association shall deliver to their chairman, as savings accounts in the association, an aggregate amount in subscriptions of at least $1,000,000 or any greater amount that the Division Director determines is necessary to conduct a safe and sound operation at the proposed location of the principal office of the association in this State. The aggregate amount constitutes the initial subscription for savings accounts.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-220" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>The incorporators of a savings and loan association shall deliver to the credit of the chairman of the incorporators, as an expense fund, cash in an amount equal to at least 25 percent of the minimum initial subscriptions for savings accounts under § 9-218 of this subtitle.</text> </level> <level label="b"> <text>The expense fund shall be used to pay:</text> <level label="1"> <text>Organizational expenses; and</text> </level> <level label="2"> <text>Operating expenses until earnings are sufficient to pay the operating expenses and any dividends or interest on savings accounts.</text> </level> </level> <level label="c"> <text>Except as to withdrawal rights, priority of claims on liquidation, and the provisions of this section, an incorporator’s contribution to the expense fund shall be treated as a savings account in the savings and loan association.</text> </level> <level label="d"> <text>Contributions of the incorporators to the expense fund may be repaid pro rata to them from the net earnings of the savings and loan association after providing for the required allocation to the general reserve fund and the payment of dividends or interest on the savings accounts of at least 2 percent a year.</text> </level> <level label="e"> <text>If the savings and loan association liquidates before repayment of the contributions, contributions shall be repaid pro rata to the incorporators from the unexpended expense fund after the payment of all:</text> <level label="1"> <text>Liquidation expenses;</text> </level> <level label="2"> <text>Creditors; and</text> </level> <level label="3"> <text>The withdrawal value of savings accounts.</text> </level> </level> <level label="f"> <text>Subsections (b), (c), and (d) of this section do not apply to any portion of an expense fund that is provided from the paid-in surplus of a capital stock association.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-221" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>The incorporators of a capital stock association shall have subscriptions for capital stock in an aggregate of not less than $1,000,000, or any greater amount that the Division Director requires in order to conduct a safe and sound operation.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-222" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>A capital stock association may use paid-in surplus if the expense fund is not sufficient to pay organizational and operating expenses, and dividends or interest on savings accounts.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-223" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <text>If the attempt to incorporate a savings and loan association is unsuccessful:</text> <level label="1"> <text>The chairman of the incorporators shall refund amounts paid to the initial accounts under this subtitle, except that the expense fund and paid-in surplus accounts are first subject to all reasonable expenses; and</text> </level> <level label="2"> <text>The Division Director shall release the surety bond of the chairman of the incorporators when the Director has satisfactory assurance that:</text> <level label="i"> <text>All expenses have been paid; and</text> </level> <level label="ii"> <text>All amounts under item (1) of this section have been refunded.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-224" title_number="9" title_name="Savings and Loan Associations" subtitle_number="2" subtitle_name="Incorporation"> <level label="a"> <text>Notwithstanding any other provision of any law or regulation or any provision of the charter or bylaws of any savings and loan association:</text> <level label="1"> <text>A savings and loan association is authorized to issue from time to time net worth certificates to the State of Maryland to the account of the Savings and Loan Association Stabilization Fund or to the State of Maryland Deposit Insurance Fund Corporation with the prior approval of the Secretary of Labor and the Fund Director, in such amounts and upon such terms and conditions as approved solely by the Fund Director;</text> </level> <level label="2"> <text>The consideration for the issuance of a net worth certificate may consist of one or more of money, bond anticipation notes, or other obligations of this State or any other form of consideration approved by the Fund Director;</text> </level> <level label="3"> <text>A net worth certificate may provide for the payment of dividends and for redemption in such amounts, at such times and upon such terms and conditions as approved by the Fund Director;</text> </level> <level label="4"> <text>A net worth certificate may be convertible into stock of a capital stock association;</text> </level> <level label="5"> <text>The right and claim of any holder of a net worth certificate has priority over any claim or right arising out of any other equity interest in the savings and loan association in the event of a conservatorship, receivership, liquidation, or reorganization, subject to the prior payment of all savings liabilities, savings share accounts, savings deposit accounts, and debt obligations;</text> </level> <level label="6"> <text>During any period in which a capital stock association has any net worth certificate outstanding, it may not pay any dividend or make a distribution of any nature with respect to any capital stock of the association or repurchase or redeem any capital stock;</text> </level> <level label="7"> <text>During any period in which a savings and loan association has any net worth certificate outstanding, the Secretary of Labor may:</text> <level label="i"> <text>Increase the number of directors of the savings and loan association by any number and appoint directors to fill any newly created directorship;</text> </level> <level label="ii"> <text>Fix the compensation of and remove, without cause, any and all directors, officers, or employees of the savings and loan association and appoint successors to fill any vacancy that exists; and</text> </level> <level label="iii"> <text>Subject to prior approval by the Governor and without obtaining the recommendation of the board of directors or the approval of the stockholders or members of the association, sell, transfer, or assign all or substantially all of the assets of the association or merge or consolidate the association with or into any other association or corporation, on such terms as the Secretary directs; and</text> </level> </level> <level label="8"> <text>Net worth certificates shall be deemed to be capital of the issuing association for all statutory, regulatory, and accounting purposes.</text> </level> </level> <level label="b"> <level label="1"> <text>Any person who knowingly submits false information concerning a net worth certificate is guilty of a misdemeanor.</text> </level> <level label="2"> <text>A person who violates this section is subject to a fine of not more than $100,000, or imprisonment in the penitentiary for not more than 10 years, or both.</text> </level> <level label="3"> <text>Any person who violates this section is liable civilly to any association, entity, shareholder, the State, or other person damaged by the violation.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-301" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>A member of a savings and loan association means a holder, as shown on the association’s records, of:</text> <level label="1"> <text>One or more savings accounts, as to a mutual association; and</text> </level> <level label="2"> <text>One or more shares of capital stock, as to a capital stock association.</text> </level> </level> <level label="b"> <level label="1"> <text>Multiple holders of a single account or share of capital stock shall be considered a single member.</text> </level> <level label="2"> <text>Notice to one holder of a multiple name account or share of capital stock is sufficient notice to all holders.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-302" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>The business and affairs of a savings and loan association shall be managed under the direction of a board of directors.</text> </level> <level label="b"> <text>A savings and loan association shall have at least 5 directors, as its charter or bylaws provide.</text> </level> <level label="c"> <level label="1"> <text>Each director of a savings and loan association shall be:</text> <level label="i"> <text>A citizen of the United States; and</text> </level> <level label="ii"> <text>A member of the association or the holder of a savings account in the association.</text> </level> </level> <level label="2"> <text>At least two-thirds of the directors shall be residents of this State.</text> </level> <level label="3"> <text>Each nonresident director shall be approved by the Division Director as qualified to serve.</text> </level> </level> <level label="d"> <text>Subsection (c)(1)(ii) of this section does not apply to any member of a board of directors who was serving on a board before July 1, 1980.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-303" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <text>Except as otherwise provided by the charter or bylaws, each member of:</text> <level label="1"> <text>A mutual association has one vote; and</text> </level> <level label="2"> <text>A capital stock association has one vote for each share of capital stock that the member owns of record.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-304" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>A savings and loan association shall notify each member of the time and place of any meeting of members at least 20 days before the meeting.</text> </level> <level label="b"> <text>The notice shall be given by mail or by publication in a newspaper of general circulation in the political subdivision where the principal business office of the association is located.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-305" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <text>At any meeting of the members of a savings and loan association:</text> <level label="1"> <text>Except as provided in the charter or bylaws, any number of members present in person or by proxy is a quorum; and</text> </level> <level label="2"> <text>Unless otherwise specifically provided by law, the charter, or the bylaws, a majority of all votes cast at which a quorum is present determines any question.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-306" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>A statement of the financial condition of a savings and loan association shall be:</text> <level label="1"> <text>Prepared quarterly;</text> </level> <level label="2"> <text>Submitted at a meeting of the board of directors of the association that is held within 30 days after the end of the quarter; and</text> </level> <level label="3"> <text>Submitted to the Division Director within 30 days after the end of the quarter.</text> </level> </level> <level label="b"> <text>A savings and loan association shall:</text> <level label="1"> <text>Send or provide the quarterly statement of financial condition to any person on request; and</text> </level> <level label="2"> <text>Within 20 days after the board of directors meeting:</text> <level label="i"> <text>Have the quarterly statement of financial condition available at each of its offices in this State; and</text> </level> <level label="ii"> <text>Send a quarterly statement of the salaries, fees, dividends, compensation under § 9-307(i) of this subtitle, expense accounts, and any loans permitted under § 9-307(d) of this subtitle paid or made to each of the officers, directors, and controlling persons of the association and a current list of the names of the officers, directors, and controlling persons of the association, certified by an officer of the association, to the Division Director, who shall make them available to any member or depositor on request.</text> </level> </level> </level> <level label="c"> <level label="1"> <text>At least once each year, a savings and loan association shall:</text> <level label="i"> <text>Publish a summary of the statement of financial condition in a newspaper published in the county where the association has its principal office; and</text> </level> <level label="ii"> <text>Submit proof of publication of the summary to the Division Director.</text> </level> </level> <level label="2"> <text>Each summary of a report shall be in a form that the Division Director approves.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-307" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>Each director, officer, and controlling person of a savings and loan association shall:</text> <level label="1"> <text>Act in a fiduciary capacity towards the association, and the association’s members, stockholders, and depositors; and</text> </level> <level label="2"> <text>Discharge duties and their respective positions in good faith, and with the same diligence and care that an ordinarily prudent person would exercise under a similar circumstance in a like position.</text> </level> </level> <level label="b"> <text>A director, officer, controlling person, or employee of a savings and loan association may not place himself in a position that creates a conflict of interest.</text> </level> <level label="c"> <text>Except as otherwise provided in subsection (d) of this section, a savings and loan association or a related entity may not make or renew a loan or extension of credit directly or indirectly to:</text> <level label="1"> <text>Any controlling person, director, officer, or employee of the association, or a member of any of their immediate families; or</text> </level> <level label="2"> <text>Any corporation, association, partnership, trust or other entity in which an interest of 10 percent or more is owned by the controlling persons, directors, officers, or employees of the association, or members of any of their immediate families.</text> </level> </level> <level label="d"> <level label="1"> <text>Subject to the provisions of paragraphs (3) and (4) of this subsection, a loan by a savings and loan association or a related entity is not prohibited to any controlling person, director, officer, or employee of an association or a member of any of their immediate families if the loan is:</text> <level label="i"> <text>Secured by the borrower’s principal residence, including a principal residence under construction; or</text> </level> <level label="ii"> <text>Secured by the borrower’s savings account in the association, subject to the requirement that the loan secured by a savings account does not exceed the withdrawal value of the account.</text> </level> </level> <level label="2"> <text>Subject to the provisions of paragraph (4) of this subsection, a consumer loan by a savings and loan association or related entity is not prohibited to any employee of an association or a member of the employee’s immediate family.</text> </level> <level label="3"> <text>With respect to loans permitted under paragraph (1)(i) of this subsection, the loan or loans in the aggregate:</text> <level label="i"> <text>May not exceed 80 percent of the appraised value of the borrower’s principal residence; or</text> </level> <level label="ii"> <text>May exceed 80 percent of the appraised value if:</text> <level label="1"> <text>The difference between that percentage and the total amount of the loan or loans does not exceed 15 percent; and</text> </level> <level label="2"> <text>The difference is insured by an agency of the federal government or a private mortgage insurance company.</text> </level> </level> </level> <level label="4"> <text>Any loan permitted by paragraphs (1) and (2) of this subsection shall comply with the following requirements:</text> <level label="i"> <text>The loans shall be in the ordinary course of business of the association or subsidiary, may not involve more than the normal risk of collectibility or present other unfavorable features, and may not exceed the loan amount that would be available to members of the general public of similar credit status applying for loans;</text> </level> <level label="ii"> <text>The loans shall be approved in advance by a resolution duly adopted after full disclosure by at least a majority of the entire board of directors of the association, but not including any director who has an interest in the loan transaction;</text> </level> <level label="iii"> <text>The disclosure of the loan transactions shall include whether the loan is made on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans to members of the general public;</text> </level> <level label="iv"> <text>The interest rate on the loans shall be at least 100 basis points above the current cost of funds of the association, and the resolution required by subparagraph (ii) of this paragraph shall set forth the association’s current cost of funds, including the elements of its computation; and</text> </level> <level label="v"> <text>In the case of a loan secured by a savings account, the interest rate shall be at least 100 basis points above the rate of return on the savings account, and the borrower may not withdraw funds from the account below the level of the amount of the outstanding balance of the loan.</text> </level> </level> </level> <level label="e"> <level label="1"> <text>A controlling person, director, officer, employee, or agent of a savings and loan association, or a member of any of their immediate families, directly, or indirectly may not assent to receive, or receive any money or other property of value as a fee, commission, gift, or remuneration of any type from any person or business entity, for procuring, endeavoring to procure, or performing any service, in connection with any loan from, investment by, or deposit in the association.</text> </level> <level label="2"> <text>This subsection does not prohibit an employee or agent of an association who is not a controlling person, director, or officer or a member of their immediate family from receiving fees in the nature of loan origination commissions from the association.</text> </level> </level> <level label="f"> <level label="1"> <text>Except as provided in paragraph (2) of this subsection, a controlling person, director, officer, employee or attorney of a savings and loan association, or member of that individual’s immediate family, directly or indirectly, may not purchase from, sell to, or lease from or to the association.</text> </level> <level label="2"> <text>The prohibition contained in paragraph (1) of this subsection does not apply if the Division Director makes a prior written determination that the purchase, sale, or lease to or from the association would be economically advantageous to, fair to, and in the best interest of the association.</text> </level> <level label="3"> <text>Nothing in this subsection may be construed to affect any bona fide lease, purchase order, or other contractual obligation entered into before June 1, 1986, between an association and a controlling person, director, officer, employee, or attorney of an association or a member of that individual’s immediate family.</text> </level> </level> <level label="g"> <level label="1"> <text>Except as provided in paragraph (2) of this subsection, an association may not honor an overdraft to a controlling person, director, officer, or employee of the association or a member of any of their immediate families on any account or accounts at the association.</text> </level> <level label="2"> <text>If an employee has overdraft protection on an account with the association, an association may honor an overdraft to an employee or a member of the employee’s immediate family to the extent of the maximum amount of the overdraft protection on the account.</text> </level> </level> <level label="h"> <level label="1"> <text>A director, officer, or controlling person may not take advantage of a business opportunity for the director’s, officer’s, or controlling person’s personal profit or the benefit or the personal profit or benefit of a member of the immediate family when the opportunity is:</text> <level label="i"> <text>Within the corporate powers of the association or its service corporations; and</text> </level> <level label="ii"> <text>Of present or potential advantage to the association.</text> </level> </level> <level label="2"> <text>Nothing in this subsection may be construed to affect any contractual obligations entered into before January 15, 1986 by a director, officer, or controlling person.</text> </level> </level> <level label="i"> <text>An association, its holding company, subsidiaries, or affiliates may employ its officers, directors, and controlling persons in a capacity other than as officer or director only if the employment:</text> <level label="1"> <text>Does not create a conflict of interest;</text> </level> <level label="2"> <text>Is for reasonable compensation; and</text> </level> <level label="3"> <text>Is in a capacity in which the officers, directors, and controlling persons are qualified.</text> </level> </level> <level label="j"> <text>An association may not make a loan to, or transact business with, any person or entity for the purpose of frustrating or avoiding any prohibition in this section or any regulations adopted under this section.</text> </level> <level label="k"> <text>Any controlling person, director, officer, employee, or attorney who knowingly violates or causes a violation of this section on conviction is subject to imprisonment in the penitentiary for a period not more than 10 years, or a fine of not more than $100,000, or both.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-308" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>A savings and loan association shall provide a fidelity bond, in the amount that the Division Director requires, to cover each director, officer, employee, or agent of the association who has control over or access to cash or securities of the association.</text> </level> <level label="b"> <text>If a person fails to qualify for the bond required by subsection (a) of this section, the association shall remove the person from the position held by the person with the association.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-309" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>A savings and loan association may not establish or relocate any branch office or relocate a principal office unless the Division Director approves its application to do so.</text> </level> <level label="b"> <text>An application for the establishment or relocation of a branch office or relocation of a principal office shall include:</text> <level label="1"> <text>An application fee of $500 unless the application is for relocation within a one-half mile radius of the existing site; and</text> </level> <level label="2"> <text>A statement of:</text> <level label="i"> <text>The need for the establishment or relocation;</text> </level> <level label="ii"> <text>The address of the proposed location;</text> </level> <level label="iii"> <text>The services to be provided;</text> </level> <level label="iv"> <text>The estimated annual expense; and</text> </level> <level label="v"> <text>The source of payment for the annual expense.</text> </level> </level> </level> <level label="c"> <level label="1"> <text>The Division Director shall publish notice of the filing of an application under this section.</text> </level> <level label="2"> <text>The notice shall state:</text> <level label="i"> <text>The scheduled date, place, and time of a public hearing at least 30 days and not more than 90 days after the filing;</text> </level> <level label="ii"> <text>That written protests to the application may be made by any savings and loan association located in the area where a savings and loan office is proposed, and that protests shall be received by the Division Director no later than 10 days before the scheduled hearing; and</text> </level> <level label="iii"> <text>That the hearing may be canceled if no written protest is received within the time provided in the notice.</text> </level> </level> <level label="3"> <text>The notice shall be published:</text> <level label="i"> <text>At least once each week for 2 successive weeks at the expense of the applicant in a newspaper of general circulation in the political subdivision where the proposed office is to be located;</text> </level> <level label="ii"> <text>In the Maryland Register, as provided in the State Documents Law; and</text> </level> <level label="iii"> <text>As the Division Director considers otherwise desirable.</text> </level> </level> </level> <level label="d"> <text>As provided in this section:</text> <level label="1"> <text>Any savings and loan association located in the area where a proposed branch office of a savings and loan association is to be located or a principal office is proposed to be relocated may protest the requested approval of the Division Director; and</text> </level> <level label="2"> <text>The Division Director shall give any savings and loan association that protests under paragraph (1) of this subsection an opportunity to be heard.</text> </level> </level> <level label="e"> <text>Not later than 30 days after the conclusion of the hearing or, if a hearing is not held, after the scheduled hearing date, the Division Director shall approve an application under this section if the Director finds that:</text> <level label="1"> <text>The public interest will be promoted; and</text> </level> <level label="2"> <text>The office will be operated efficiently and in accordance with this title.</text> </level> </level> <level label="f"> <text>The Division Director may not approve a new office or location for any savings and loan association that is not in compliance with Title 8 of this article and this title or any other law or regulation of this State relating to savings and loan associations.</text> </level> <level label="g"> <text>Any applicant may appeal any action or nonaction of the Division Director to the Circuit Court for Baltimore City.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-310" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <level label="1"> <text>In this section, “electronic terminal” means an automated electronic information processing device that:</text> <level label="i"> <text>Stores information about a customer’s account with a savings and loan association and transmits that information to an office of the association; and</text> </level> <level label="ii"> <text>Is activated by a machine-readable instrument issued to a customer.</text> </level> </level> <level label="2"> <text>An electronic terminal is not a branch office of a savings and loan association.</text> </level> </level> <level label="b"> <text>If the Division Director approves the application of a savings and loan association under this section, an association may establish and maintain an electronic terminal at a location that may be other than its principal or any branch office.</text> </level> <level label="c"> <level label="1"> <text>The savings and loan association shall:</text> <level label="i"> <text>File with the Division Director an application for general authority to establish one or more electronic terminals; and</text> </level> <level label="ii"> <text>Pay to the Division of Savings and Loan Associations a $100 filing fee.</text> </level> </level> <level label="2"> <text>The application shall include as to proposed electronic terminals:</text> <level label="i"> <text>The location of each;</text> </level> <level label="ii"> <text>The physical size and other characteristics;</text> </level> <level label="iii"> <text>The capital investment;</text> </level> <level label="iv"> <text>The security devices to be installed;</text> </level> <level label="v"> <text>The systems and safeguards to be used to insure confidentiality and privacy of the account information of customers; and</text> </level> <level label="vi"> <text>Evidence of sufficient fidelity, forgery, and other appropriate insurance to protect the interests of the association.</text> </level> </level> <level label="3"> <text>The Division Director shall publish a notice of the filing in the Maryland Register as provided in the State Documents Law.</text> </level> </level> <level label="d"> <text>Within 60 days after the application is filed, the Division Director shall approve an application only if the Division Director finds that the proposed terminal will:</text> <level label="1"> <text>Promote the public interest; and</text> </level> <level label="2"> <text>Be operated efficiently and in accordance with this title.</text> </level> </level> <level label="e"> <text>A savings and loan association may use an electronic terminal to enable a customer of the association to:</text> <level label="1"> <text>Deposit money into an account of the customer of the association;</text> </level> <level label="2"> <text>Transfer money from any account of the customer to any other account;</text> </level> <level label="3"> <text>Withdraw money from an account or under an authorized line of credit of a customer;</text> </level> <level label="4"> <text>Make payments on loans; and</text> </level> <level label="5"> <text>Execute any other transaction that the Division Director approves.</text> </level> </level> <level label="f"> <text>A savings and loan association may verify by direct wire transmission or otherwise any transaction that is made by means of an electronic terminal.</text> </level> <level label="g"> <text>A savings and loan association may participate with any other financial institution doing business in this State in establishing and maintaining an electronic terminal.</text> </level> <level label="h"> <text>Any applicant aggrieved by any action or nonaction of the Division Director under this section may appeal to the circuit court for the county where the association has its principal business office in this State.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-311" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <level label="1"> <text>A savings and loan association shall have a president, a secretary, and a treasurer and other officers as it may authorize.</text> </level> <level label="2"> <text>Except for the president, who may not hold any other office than that of chairman of the board, the bylaws of an association may provide that the same individual may hold 2 offices.</text> </level> <level label="3"> <text>The president shall be a member of the board of directors.</text> </level> </level> <level label="b"> <level label="1"> <text>Except as otherwise provided in the bylaws, the board of directors shall elect the officers, and fill all vacancies.</text> </level> <level label="2"> <text>By a vote of the majority of the board at any time, the board may remove any officer elected or appointed.</text> </level> </level> <level label="c"> <text>The officers shall have the authority and perform the duties as are provided in the bylaws, or, in the absence of a provision in the bylaws, as are provided by the board.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-312" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <level label="1"> <text>Except as otherwise provided in the bylaws, the board of directors of an association or subsidiary has the responsibility for determining the compensation of officers of the association or subsidiary.</text> </level> <level label="2"> <text>Compensation determined under this section must be reasonable and commensurate with the duties and responsibilities of the officers.</text> </level> </level> <level label="b"> <text>In making the determination concerning officers, the board of directors shall consider the following factors:</text> <level label="1"> <text>The qualifications and experience of the person concerned;</text> </level> <level label="2"> <text>The compensation paid to other persons employed by the association or subsidiary;</text> </level> <level label="3"> <text>The compensation paid to persons having similar duties and responsibilities in other associations or subsidiaries;</text> </level> <level label="4"> <text>The size of the association or subsidiary, and the complexity of its operations;</text> </level> <level label="5"> <text>The financial condition, including income, of the association or subsidiary and the individual’s contribution to the financial condition;</text> </level> <level label="6"> <text>Any amounts received, either directly or indirectly, by an officer whose principal occupation is with the association or subsidiary for other services performed for the association or subsidiary; and</text> </level> <level label="7"> <text>The value of personal fringe benefits provided to the officer.</text> </level> </level> <level label="c"> <text>With respect to fees of outside accountants, appraisers, attorneys, or other professionals, the board of directors is responsible for a determination of whether those fees are reasonable and commensurate with the services being performed. This duty may be discharged by the establishment of standards for or ranges of reasonable fees with provision for periodic review by the board and the ability of the board to alter excessive fees.</text> </level> <level label="d"> <level label="1"> <text>In establishing fees to be paid to members of the board, the board of directors shall establish policies that protect the assets of the association.</text> </level> <level label="2"> <text>The board of directors shall use the same factors in setting its fees as it does in setting the officer’s compensation.</text> </level> </level> <level label="e"> <text>The minutes of the board of directors shall include the record of deliberations concerning compensation for officers and fees for accountants, attorneys, appraisers, other professionals, and directors.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-313" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>If its charter or bylaws provide, a savings and loan association that is not a deposit association may issue savings share accounts.</text> </level> <level label="b"> <text>Notwithstanding any provision in its charter or bylaws before July 1, 1980 on the number of savings share accounts, a savings and loan association that is not a deposit association may accept subscriptions and payment for an unlimited number of savings share accounts without other corporate action.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-314" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>Only a deposit association may issue savings deposit accounts.</text> </level> <level label="b"> <text>A savings and loan association may become a deposit association if:</text> <level label="1"> <text>Its charter or bylaws provide; and</text> </level> <level label="2"> <text>The Division Director approves.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-315" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>The holder of a savings deposit account in a savings and loan association has the same claim priority in any distribution of assets on liquidation as a general creditor of the deposit association to the extent of the deposit account’s withdrawal value.</text> </level> <level label="b"> <text>In addition to subsection (a) of this section, the holder of a savings deposit account has the same rights as the owner of a savings share account, including any membership or voting rights and the right to share in any distribution of remaining assets on liquidation.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-316" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <text>If a savings and loan association becomes a deposit association:</text> <level label="1"> <text>It may accept only savings deposit accounts;</text> </level> <level label="2"> <text>Existing savings share accounts in the association become savings deposit accounts;</text> </level> <level label="3"> <text>The conversion, for the purpose of computing interest on its savings accounts, shall be considered to have taken place on the immediately preceding regular distribution date if the effective date of the conversion to a deposit association is made on a date other than the date on which an association regularly distributes dividends; and</text> </level> <level label="4"> <text>The holder of any outstanding right to receive from the association a savings share account shall receive instead a savings deposit account.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-319" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <text>If its charter provides, a savings and loan association may issue capital stock.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-320" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <text>A capital stock association:</text> <level label="1"> <text>Shall obtain the prior written approval of the Division Director for each prospectus, offering circular, or advertisement offering capital stock for sale or subscription;</text> </level> <level label="2"> <text>Shall include in each prospectus offering capital stock a statement that shares of capital stock are not insured by the State of Maryland Deposit Insurance Fund Corporation or the Federal Savings and Loan Insurance Corporation;</text> </level> <level label="3"> <text>Except for stock issued under a plan of consolidation, merger, or reorganization approved under § 9-627 of this title, shall require that the consideration for its capital stock be paid in cash and in an amount not less than the par value of the stock;</text> </level> <level label="4"> <text>May issue stock options under a stock option plan approved by the Division Director;</text> </level> <level label="5"> <text>May not grant any loan which is secured in whole or in part by shares of its capital stock; and</text> </level> <level label="6"> <text>Unless the Division Director has given prior written approval, may not repurchase shares of capital stock for its own account.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-321" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>If the Division Director approves a plan of issuance under subsection (b) of this section, a capital stock association may issue capital stock that is additional to that of its initial offering.</text> </level> <level label="b"> <text>The Division Director shall approve a plan submitted under subsection (a) of this section if the plan:</text> <level label="1"> <text>Is fair; and</text> </level> <level label="2"> <text>Conforms to this part of this subtitle.</text> </level> </level> <level label="c"> <text>A dividend in the form of a savings and loan association’s capital stock does not require approval of the Division Director.</text> </level> <level label="d"> <text>A split of the number of issued shares of capital stock of a savings and loan association into a greater or lesser number of shares without increasing the stated capital of the association requires the approval of the Division Director.</text> </level> <level label="e"> <text>Any applicant that is aggrieved by the action or nonaction of the Director may appeal to the Circuit Court for Baltimore City.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-322" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <text>Capital stock shall:</text> <level label="1"> <text>Have a par value of $1 a share, or any greater amount that the charter may provide;</text> </level> <level label="2"> <text>Be nonassessable, notwithstanding any provision in the charter or bylaws, or on the capital stock certificate;</text> </level> <level label="3"> <text>Be nonredeemable until each claim against and each liability of the capital stock association is satisfied fully, and each savings account is paid to its holder at its withdrawal value;</text> </level> <level label="4"> <text>Be entitled to payment of dividends but only after dividends or interest are paid on each savings account as provided in Subtitle 4 of this title;</text> </level> <level label="5"> <text>Be designated “capital stock” notwithstanding any charter or bylaw provision; and</text> </level> <level label="6"> <text>On each certificate that evidences capital stock, state that the shares are “capital stock” and are not insured by the State of Maryland Deposit Insurance Fund Corporation or the Federal Savings and Loan Insurance Corporation.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-323" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>Every stock association shall at all times keep an up-to-date list of the names of all its stockholders and those of its holding companies.</text> </level> <level label="b"> <text>Each year, or whenever requested by the Division Director, the association shall file with the Division Director a correct list of all its stockholders and those of its holding companies, the resident address of each, and the number of shares of each class of stock held by each stockholder.</text> </level> <level label="c"> <text>Except as provided in § 9-306(b)(2)(ii) of this subtitle, the Division Director shall keep confidential the list of stockholders.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-324" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <level label="1"> <text>For the purposes of this section, “net worth” includes:</text> <level label="i"> <text>Capital stock;</text> </level> <level label="ii"> <text>Paid-in capital or paid-in surplus;</text> </level> <level label="iii"> <text>Retained income, retained earnings, earned surplus, and undivided profits;</text> </level> <level label="iv"> <text>Subordinated debt as defined by the Division Director;</text> </level> <level label="v"> <text>Preferred stock as defined by the Division Director; and</text> </level> <level label="vi"> <text>Other items or amounts as defined and deemed appropriate by the Director to achieve regulatory objectives.</text> </level> </level> <level label="2"> <text>In this section, qualifying amounts shall be determined in accordance with generally accepted accounting principles or accounting practices determined by the Division Director to be appropriate to achieve regulatory objectives and to assure that the interests of depositors, members, stockholders, and the public are protected.</text> </level> </level> <level label="b"> <level label="1"> <text>The minimum net worth requirement shall be:</text> <level label="i"> <text>An amount equal to at least 5 percent of liabilities as defined under generally accepted accounting principles, or accounting practices determined by the Division Director to be appropriate to achieve regulatory objectives, excluding that portion of subordinated debt included in net worth under subsection (a) of this section, plus</text> </level> <level label="ii"> <text>Any additional amounts deemed necessary by the Division Director to assure that the interests of depositors, members, stockholders, and the public are protected.</text> </level> </level> <level label="2"> <text>Beginning on June 1, 1986, for those associations that do not meet the requirements of paragraph (1) of this subsection and, on May 31, 1986, were otherwise in compliance with the applicable general reserve requirement of 3 percent of savings and loan liabilities, as defined under laws and regulations in effect on May 31, 1986, regulatory net worth must be increased so that the requirements of paragraph (1) of this subsection are satisfied by July 1, 1989.</text> </level> </level> <level label="c"> <text>Dividends on capital stock may not be declared or paid if the association, after the payment of the dividends, would not be in compliance with subsection (b)(1) of this section.</text> </level> <level label="d"> <text>In the event that an association is not in compliance with the requirements of this section, the Division Director may take any action necessary, as authorized under this title and Title 8 of this article to assure that the interests of depositors, members, stockholders, and the public are protected.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-328" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>Subject to regulation of the Division Director, the board of directors of each savings and loan association shall allocate the profits of the association, at least annually, at the times the bylaws provide.</text> </level> <level label="b"> <text>The board of directors of each savings and loan association shall:</text> <level label="1"> <text>In accordance with generally accepted accounting principles, determine gross income for the association; and</text> </level> <level label="2"> <text>Exclude from gross income:</text> <level label="i"> <text>Income received or accrued during the period of default for any asset upon which a default exists; and</text> </level> <level label="ii"> <text>Discounts that are amortized on securities upon which a default exists.</text> </level> </level> </level> <level label="c"> <text>To determine the amount of net profits, the board of directors shall deduct items from gross income in accordance with generally accepted accounting principles.</text> </level> <level label="d"> <text>By regulation the Division Director may permit or deny other items to be included in, or deducted from, gross income.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-329" title_number="9" title_name="Savings and Loan Associations" subtitle_number="3" subtitle_name="Organization and Capitalization"> <level label="a"> <text>In any distribution of assets on liquidation of a savings and loan association, the priority of claims is as follows:</text> <level label="1"> <text>In a mutual association:</text> <level label="i"> <text>General creditors and holders of savings deposit accounts;</text> </level> <level label="ii"> <text>Holders of savings share accounts; and</text> </level> <level label="iii"> <text>Contributors to the initial general reserve fund before June 1, 1986 and to the expense fund under Subtitle 2 of this title; and</text> </level> </level> <level label="2"> <text>In a capital stock association:</text> <level label="i"> <text>General creditors (other than those who are capital stockholders) and holders of savings deposit accounts;</text> </level> <level label="ii"> <text>Holders of savings share accounts;</text> </level> <level label="iii"> <text>Contributors to the initial general reserve fund before June 1, 1986 and to the expense fund under Subtitle 2 of this title unless the funds were provided by paid-in surplus; and</text> </level> <level label="iv"> <text>Capital stockholders.</text> </level> </level> </level> <level label="b"> <text>Notwithstanding any other provision of law, in the case of the liquidation of a savings and loan association for which a receiver has been appointed under § 9-708 of this title:</text> <level label="1"> <text>The determination of whether the association’s savings accounts constitute savings deposit accounts or savings share accounts for purposes of subsection (a) of this section shall be made as of the date that the receiver is appointed by the court administering the receivership; and</text> </level> <level label="2"> <text>If, as of that date, the savings and loan association in receivership constitutes a deposit association under § 9-314 of this subtitle, then all of its savings accounts shall constitute savings deposit accounts for purposes of subsection (a) of this section.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-401" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <text>A savings and loan association may classify its savings accounts according to the character, amount, duration, or regularity of additions to the accounts.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-402" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <text>In accordance with rules and regulations of the Division Director, a savings and loan association may issue a savings certificate account or any other fixed term savings account.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-403" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <level label="1"> <text>As to the interest bearing account of each depositor in a savings and loan association, the savings and loan association shall generally make available to any depositor with an existing account, in addition to actually giving to the depositor, on the opening of the interest bearing account and, later, on demand of the depositor:</text> <level label="i"> <text>Written notice of:</text> <level label="1"> <text>The annual rate of simple interest currently in effect;</text> </level> <level label="2"> <text>The dates, if any, on which the current rate of interest may be changed, and the terms and conditions under which each successive interest rate will be applied;</text> </level> <level label="3"> <text>The date or point in time on which the deposit begins to earn interest;</text> </level> <level label="4"> <text>The method of determining the account balance on which interest earned is calculated, including the methods for day of deposit to day of withdrawal and low periodic balance;</text> </level> <level label="5"> <text>Whether interest is compounded and, where applicable, the period for compounding;</text> </level> <level label="6"> <text>The annual percentage yield in 1 year based on the rate of simple interest and compounding method;</text> </level> <level label="7"> <text>The date or point in time when interest earned is credited to the account;</text> </level> <level label="8"> <text>The method of determining the amount of loss of accumulated earned interest if an account is closed before the date on which interest is regularly credited;</text> </level> <level label="9"> <text>The policy on the availability of deposited funds; and</text> </level> <level label="10"> <text>Any fees, charges, or penalties which may be applied and the conditions under which the fees, charges, or penalties may be assessed; and</text> </level> </level> <level label="ii"> <text>The following written notice:</text> <text>“Under Maryland law, all funds remaining in this interest bearing account become the property of this State after the account has been inactive for 5 years and notice is sent to the depositor at that depositor’s last known address. This account will be considered inactive if the depositor has not: (1) increased or decreased the amount in the account; (2) presented the passbook or other similar evidence of the account for the crediting of interest; (3) written to this savings and loan association about the account; or (4) otherwise indicated an interest in the account as evidenced by a memorandum on file with this savings and loan association.”</text> </level> </level> <level label="2"> <text>Not less than 30 days before a savings and loan association adopts any change regarding any information required under paragraph (1)(i) of this subsection, the association shall inform each depositor of the change in the association’s periodic statement or by written notice.</text> </level> </level> <level label="b"> <text>A savings and loan association shall pay at least 3 percent annual interest on each interest bearing account that is instituted for a specific purpose, including “Christmas” or “vacation” accounts, for a period of 1 year or less.</text> </level> <level label="c"> <text>A savings and loan association that fails to comply with subsection (a) or (b) of this section shall be liable to any depositor of the association who sustains any injury or loss as the result of the failure to comply for:</text> <level label="1"> <text>All foreseeable losses incurred by the depositor as a result of the association’s failure to comply with those subsections; and</text> </level> <level label="2"> <text>Reasonable attorney’s fees.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-404" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>Subject to this title and its bylaws, a savings and loan association may:</text> <level label="1"> <text>Pay a dividend on savings share accounts or interest on savings deposit accounts;</text> </level> <level label="2"> <text>Agree in advance to pay an additional or different rate of dividend or interest on all savings accounts in the same classification subject to the requirement that each savings account in the same classification receive the same ratable portion of dividends or interest; and</text> </level> <level label="3"> <text>Provide for penalties in a savings account contract, subject to approval of the Division Director.</text> </level> </level> <level label="b"> <text>The board of directors of a savings and loan association, by resolution, shall determine as to dividends or interest on savings accounts:</text> <level label="1"> <text>The rate;</text> </level> <level label="2"> <text>The method of calculation; and</text> </level> <level label="3"> <text>The payment date.</text> </level> </level> <level label="c"> <text>Dividends or interest on savings accounts may be paid only from current earnings, earned surplus, the expense fund, or as otherwise provided in this title.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-405" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>Dividends or interest on a savings certificate account or other type of fixed term account shall be:</text> <level label="1"> <text>Subject to the approval of the Division Director; and</text> </level> <level label="2"> <text>In accordance with the rules and regulations of the Division Director.</text> </level> </level> <level label="b"> <text>Within 45 days of the request, the Division Director shall approve an association’s request to pay a dividend or interest under this section if:</text> <level label="1"> <text>Earnings of the association are sufficient to pay the proposed dividend for a period of at least 1 year; and</text> </level> <level label="2"> <text>The public interest is protected.</text> </level> </level> <level label="c"> <text>An applicant aggrieved by the action or nonaction of the Division Director under this section may appeal to the appropriate circuit court.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-406" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>Except as required by subsection (b) of this section, a savings and loan association is not required to pay any dividend or interest on special purpose accounts such as “Christmas” or “vacation” accounts.</text> </level> <level label="b"> <text>A savings and loan association shall pay at least 5 percent annual interest or dividend on savings accounts that are for:</text> <level label="1"> <text>A period of 1 year or less; and</text> </level> <level label="2"> <text>A special purpose, such as “Christmas” or “vacation” accounts.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-407" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>As to any savings account that has a withdrawal value of less than $25, a savings and loan association:</text> <level label="1"> <text>Need not pay a dividend or interest on the account; and</text> </level> <level label="2"> <text>May not charge a penalty or service charge.</text> </level> </level> <level label="b"> <text>This section does not apply to a negotiable or transferable order of withdrawal account.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-408" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>At any time, a holder of a savings account in a savings and loan association may request to withdraw all or any part of the money in the account of the holder and, for certain classes of accounts, the request may be made by a negotiable or transferable order.</text> </level> <level label="b"> <level label="1"> <text>A savings and loan association may permit withdrawals from a savings account to be made by negotiable or transferable order.</text> </level> <level label="2"> <text>As to any savings account from which withdrawal may be made by a negotiable or transferable order of withdrawal, a savings and loan association:</text> <level label="i"> <text>Need not pay any dividend or interest on the account; and</text> </level> <level label="ii"> <text>May impose a service charge on any account in accordance with the regulations of the Division Director.</text> </level> </level> </level> <level label="c"> <level label="1"> <text>As long as a written withdrawal request remains on file, a member who is a holder of a savings account in a savings and loan association who has requested a withdrawal from the account remains a member of the association until the withdrawal request is paid.</text> </level> <level label="2"> <text>A holder of a savings share account in a savings and loan association who has requested a withdrawal from the account is not a creditor of the association, either before or after the request to withdraw money, unless an association defaults in any payment due under this section.</text> </level> </level> <level label="d"> <text>This section does not prevent a savings and loan association from restricting by contract a withdrawal from an account of $100,000 or over, or any account that is pledged to the association.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-412.1" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>Any checks or drafts provided directly or indirectly by a savings and loan association for use in connection with a personal checking or draft account shall have the numerical month and year in which the account was opened printed on the face of the checks or drafts, except as provided in subsection (b) of this section.</text> </level> <level label="b"> <text>The provisions of subsection (a) of this section shall not apply under certain conditions:</text> <level label="1"> <text>If an individual personal checking account is closed at a particular savings and loan and a joint personal account is opened at the same savings and loan that includes one of the customers who previously had the individual personal account, then the numerical month and year printed on the face of the checks or drafts shall be the numerical month and year in which the individual personal account was established.</text> </level> <level label="2"> <text>If a joint personal account is closed at a particular savings and loan and an individual personal account is opened at the same savings and loan by one of the customers who previously was included under the joint account, then the numerical month and year printed on the face of the checks or drafts shall be the numerical month and year in which the joint account was established.</text> </level> <level label="3"> <text>If a customer with an individual personal account or with a joint personal account opens an additional account at the same savings and loan, then the numerical month and year printed on the face of the checks or drafts shall be the numerical month and year in which the initial account was established.</text> </level> <level label="4"> <text>In the case of a personal checking or draft account that is closed and a new personal checking or draft account opened simultaneously on the advice of the savings and loan association, the checks or drafts for the new account shall have the numerical month and year in which the closed account was originally opened printed on the face of the checks or drafts.</text> </level> <level label="5"> <text>If the closed account was opened prior to July 1, 1987, a date is not required to be printed on the checks or drafts.</text> </level> </level> <level label="c"> <text>A check, draft, or order provided on the opening of a personal checking or draft account for use by the customer until printed checks or drafts have been prepared is not required to have the numerical month and year in which the account was opened printed on the face of the check, draft, or order.</text> </level> <level label="d"> <level label="1"> <text>The savings and loan association and the check printer may not be held liable for unintentional errors in the month and year printed on the face of the check.</text> </level> <level label="2"> <text>The customer may not be charged for the reprinting of the checks when the checks are reprinted due to error in the month and year printed on the face of the check.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-416" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>Except as provided in subsection (b) of this section, a savings and loan association is not required to recognize or take any action on any claim to a deposit or to money or property held by the association or contained in a safe deposit box if that claim is adverse to the interests of any person who, on its records, appears to be entitled to the deposit, money, or property.</text> </level> <level label="b"> <text>If, in an action to which an adverse claimant is a party, a court order or decree involving a claim to the deposit, money, or property is served on a savings and loan association, the association may, or if required by the court, shall impound the deposit, money, or property, subject to further order of the court, and without any liability for these actions.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-419" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>Subject to § 9-420 of this subtitle and the regulations of the Division Director, a savings and loan association may invest in any of the following types of investments:</text> <level label="1"> <text>Any mortgage on real property that is a first or second lien on property, but only if the requirements of § 9-420 of this subtitle are satisfied in the case of an acquisition, development, or construction loan;</text> </level> <level label="2"> <text>Any participation interest in a mortgage, but only if the requirements of § 9-420 of this subtitle are satisfied;</text> </level> <level label="3"> <text>Any loan that is secured by any savings accounts in the association to the extent of the withdrawal value of the respective account;</text> </level> <level label="4"> <text>Any ground rent in this State;</text> </level> <level label="5"> <text>Any general obligation of, or obligation guaranteed as to principal and interest by, or other instrument of:</text> <level label="i"> <text>This State or any of its political subdivisions or agencies; or</text> </level> <level label="ii"> <text>The federal government or any of its agencies or instrumentalities;</text> </level> </level> <level label="6"> <text>Any general obligation of, or obligation guaranteed as to principal and interest by, any other state if:</text> <level label="i"> <text>The Division Director approves; and</text> </level> <level label="ii"> <text>The investment is not more than 5 percent of the association’s savings liability;</text> </level> </level> <level label="7"> <text>Real property that is:</text> <level label="i"> <text>Reasonably anticipated to be necessary or convenient to conduct its business, whether or not the property is also income producing in part. Unless the Division Director has given his prior written approval, an investment enumerated in this subparagraph may not be made by the association in real property that the association occupies for its offices and transaction of its business;</text> </level> <level label="ii"> <text>Bought at auction sale if the association has any lien or claim on the property;</text> </level> <level label="iii"> <text>Accepted in satisfaction of an obligation;</text> </level> <level label="iv"> <text>Acquired by the association in an exchange for any other interest in real property owned by the association; or</text> </level> <level label="v"> <text>Acquired in connection with salvaging the value of an investment by the association;</text> </level> </level> <level label="8"> <text>Furnishings and equipment necessary to conduct its business;</text> </level> <level label="9"> <text>Any loan to members of cooperative housing projects if the loan is secured by the assignment of the member’s interest in a unit of the project, notwithstanding a prior lien on the project;</text> </level> <level label="10"> <text>Deposits, including unsecured days funds, in any financial institution insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation to the same extent and subject to the same conditions as a federal savings and loan association;</text> </level> <level label="11"> <text>Securities, obligations, or other instruments, including participations, of:</text> <level label="i"> <text>The Federal National Mortgage Association;</text> </level> <level label="ii"> <text>The Student Loan Marketing Association;</text> </level> <level label="iii"> <text>The Federal Savings and Loan Insurance Corporation;</text> </level> <level label="iv"> <text>The State of Maryland Deposit Insurance Fund Corporation;</text> </level> <level label="v"> <text>The Federal Home Loan Bank;</text> </level> <level label="vi"> <text>The Government National Mortgage Association;</text> </level> <level label="vii"> <text>The Federal Home Loan Mortgage Corporation; or</text> </level> <level label="viii"> <text>Any other agency that the Division Director approves;</text> </level> </level> <level label="12"> <text>Stock or obligations of a corporation if:</text> <level label="i"> <text>One or more financial institutions own all the corporation’s stock; and</text> </level> <level label="ii"> <text>The corporation’s activities substantially consist of:</text> <level label="1"> <text>Originating, buying, selling, or servicing loans on real property or any participating interest in loans on real property;</text> </level> <level label="2"> <text>Clerical functions primarily for financial institutions; or</text> </level> <level label="3"> <text>Any other activity the Division Director approves;</text> </level> </level> </level> <level label="13"> <text>Any secured or unsecured education loan;</text> </level> <level label="14"> <text>Any secured or unsecured home improvement loans;</text> </level> <level label="15"> <text>Any secured or unsecured consumer loan but only if the loan complies with § 9-420 of this subtitle; and</text> </level> <level label="16"> <text>Any mobile home financing loan.</text> </level> </level> <level label="b"> <text>The Division Director may provide by regulation that specific investments permissible for a federally-chartered savings and loan association are permitted for a State-chartered savings and loan association.</text> </level> <level label="c"> <text>Savings and loan associations may make commercial loans, but only if the loans comply with § 9-420 of this subtitle and regulations adopted by the Division Director.</text> </level> <level label="d"> <text>A savings and loan association may accept any additional security on any investment authorized by this section.</text> </level> <level label="e"> <text>A savings and loan association shall make investments in first and second mortgages for owner-occupied residences equal to not less than 25 percent of the assets of the association, unless the Division Director approves in writing otherwise, upon a determination that another percentage does not affect the safety and soundness of the association.</text> </level> <level label="f"> <level label="1"> <text>Except for investments authorized under subsection (a)(11) of this section, an association that is insured by the Maryland Deposit Insurance Fund may invest directly or indirectly under this section in real estate located in this State, the Commonwealth of Pennsylvania, the Commonwealth of Virginia, the State of Delaware, the State of West Virginia, and the District of Columbia.</text> </level> <level label="2"> <text>An association that is insured by the Federal Savings and Loan Insurance Corporation may invest, directly or indirectly, in real estate located in this State and no more than 20 percent of their assets in real estate located in the states of Alabama, Arkansas, Delaware, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, and West Virginia, the Commonwealths of Pennsylvania and Virginia, and the District of Columbia.</text> </level> <level label="3"> <text>Except as to those states and jurisdictions enumerated in paragraphs (1) and (2) of this subsection, an association that is insured by the Federal Savings and Loan Insurance Corporation may invest, directly or indirectly, no more than 10 percent of their assets in real estate located in states within the United States.</text> </level> </level> <level label="g"> <text>Nothing in this section may be construed to affect the validity of any investment made by a savings and loan association before June 1, 1986, in accordance with the provisions of this section as they existed before June 1, 1986.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-420" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <level label="1"> <text>An association may not, directly or indirectly, grant loans to any one individual or business entity in a total amount in excess of 5 percent of its assets.</text> </level> <level label="2"> <text>In computing the total amount of loans made by an association to an individual, all loans made by the association to any entity in which that individual is a controlling person shall be included.</text> </level> <level label="3"> <text>In computing the total amount of loans made by an association to a partnership or other unincorporated association, the following loans shall be included:</text> <level label="i"> <text>All loans to the association’s individual members;</text> </level> <level label="ii"> <text>All loans made for the benefit of the partnership or other unincorporated association; and</text> </level> <level label="iii"> <text>All loans to or for the benefit of any entity of which the partnership or unincorporated association, or any member of the partnership or unincorporated association, is a controlling person.</text> </level> </level> <level label="4"> <text>In computing the total amount of loans made by an association to a corporation, the following loans shall be included:</text> <level label="i"> <text>All loans made for the benefit of the corporation;</text> </level> <level label="ii"> <text>All loans to or for the benefit of any person or entity who is a controlling person of the corporation; and</text> </level> <level label="iii"> <text>All loans to or for the benefit of any entity of which the corporation is a controlling person.</text> </level> </level> </level> <level label="b"> <level label="1"> <level label="i"> <text>An association may make secured or unsecured loans for personal, family, or household purposes, and may invest in, sell, or hold commercial paper and corporate debt securities subject to regulations promulgated by the Division Director.</text> </level> <level label="ii"> <text>The total of these loans and investments may not exceed 20 percent of the assets of the association.</text> </level> </level> <level label="2"> <text>Loans to dealers in consumer goods to finance inventory and floor planning shall be treated as commercial loans.</text> </level> </level> <level label="c"> <text>An association may invest in, sell, purchase, participate in, or otherwise deal in loans for commercial, corporate, business, or agricultural purposes, but only if at any one time the total investment made under this section does not exceed 10 percent of the association’s assets.</text> </level> <level label="d"> <level label="1"> <text>An association may participate in mortgages and participate with other lenders in originating and making any type of mortgage loan that the association is authorized to make under the provisions of § 9–419 of this subtitle.</text> </level> <level label="2"> <text>The amount that an association may have invested in privately placed mortgage backed securities cannot exceed 10 percent of the association’s assets.</text> </level> </level> <level label="e"> <level label="1"> <text>Except as provided in paragraph (2) of this subsection, a loan made for the purpose of acquiring real estate, financing the development of real estate, the construction of structures on real estate, or the rehabilitation of real estate is subject to the provisions of this section and regulations adopted by the Division Director.</text> </level> <level label="2"> <text>This subsection does not apply to a loan made for the purchase of real estate that has or will have not more than one dwelling designed principally as a residence with accommodations for not more than 4 families.</text> </level> <level label="3"> <text>The loans may not exceed the loan–to–value ratios provided by regulation.</text> </level> <level label="4"> <level label="i"> <text>The Division Director shall adopt regulations establishing terms for the repayment of loans authorized by this subsection.</text> </level> <level label="ii"> <text>The regulations adopted by the Division Director may not be less restrictive than those applicable to federally–chartered savings and loan associations.</text> </level> <level label="iii"> <text>Unless otherwise provided by regulations adopted by the Division Director, the loans shall be repayable within a term that is applicable to federally–chartered savings and loan associations.</text> </level> </level> <level label="5"> <text>Loan documentation for development loans shall contain:</text> <level label="i"> <text>A preliminary development plan that is satisfactory to the association; and</text> </level> <level label="ii"> <text>A projection that not less than the investment in the loan will be recovered.</text> </level> </level> <level label="6"> <text>The recognition of income and the amortization method used by the association originating the loans shall be in accordance with generally accepted accounting principles.</text> </level> <level label="7"> <level label="i"> <text>The total amount of loans for acquisition, development, or construction cannot exceed 10 percent of the assets of the association.</text> </level> <level label="ii"> <text>Loans to one borrower made under this subsection for any one development project may not exceed 50 percent of an association’s net worth or 2 percent of its assets, whichever is less.</text> </level> </level> </level> <level label="f"> <text>Nothing in this section may be construed to affect the validity of any loans made before June 1, 1986, by any savings and loan association in accordance with the provisions of law relating to loans by savings and loan associations in effect before June 1, 1986.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-421" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>In accordance with the regulations of the Division Director, a savings and loan association may permit borrowers to repay indebtedness on a loan by any method of repayment or plan, including a plan or repayment of indebtedness on a loan that is other than a direct monthly reduction of principal plan that has a fixed interest rate, level payments, and full amortization.</text> </level> <level label="b"> <text>If a savings and loan association offers any alternative mortgage instrument on an owner-occupied residential loan in addition to a standard direct monthly reduction of principal plan, as required by the Division Director, the association shall give each prospective borrower information on the alternative plan and the standard plan.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-422" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <text>A savings and loan association shall take title to all its investments in its own name, except as may be permitted by regulation or order of the Division Director to assign or grant a security interest in collateral given by a savings and loan association to any State or federal government agency or instrumentality, including the State of Maryland Deposit Insurance Fund Corporation, a federal reserve bank, or a federal home loan bank, to secure loans to the savings and loan association.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-423" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <text>If a savings and loan association holds an investment that was permitted under this subtitle at the time the investment was made, and the Division Director later withdraws the authorization, the association may continue to hold the investment.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-424" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>A savings and loan association may require a borrower to pay all charges in connection with a loan to the borrower.</text> </level> <level label="b"> <text>At each settlement, a savings and loan association shall give the borrower a memorandum of settlement that details each charge made in connection with the settlement.</text> </level> <level label="c"> <text>This section does not modify the usury laws of this State.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-425" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <level label="a"> <text>A savings and loan association may:</text> <level label="1"> <text>Act as a depository of funds of:</text> <level label="i"> <text>The federal government and its agencies; and</text> </level> <level label="ii"> <text>This State and any of its political subdivisions;</text> </level> </level> <level label="2"> <text>Pledge collateral to secure deposits; and</text> </level> <level label="3"> <text>Comply with the terms required by the depositor.</text> </level> </level> <level label="b"> <text>Depositors under this section are general creditors under § 9-329 of this title (“Priority of claims”).</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-426" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <text>If the Division Director approves its application, a savings and loan association may act as a trustee or custodian under any pension or retirement act of the federal government or of any state.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-428" title_number="9" title_name="Savings and Loan Associations" subtitle_number="4" subtitle_name="General Powers and Provisions"> <text>With the written approval of the Division Director, a savings and loan association may operate a business, manage or deal in property, or take any other action over any period of time as determined by the Division Director that may be reasonably necessary to avoid loss on a loan or investment made or obligation created in good faith.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-501" title_number="9" title_name="Savings and Loan Associations" subtitle_number="5" subtitle_name="Supervision of Records of Associations"> <text>In this subtitle, “savings and loan association” includes a service company or related entity of a savings and loan association.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-502" title_number="9" title_name="Savings and Loan Associations" subtitle_number="5" subtitle_name="Supervision of Records of Associations"> <level label="a"> <level label="1"> <level label="i"> <text>At least once every year and at any other time that the Division Director considers appropriate, the Division Director shall have an examination made into the business of each savings and loan association not insured by the Federal Savings and Loan Insurance Corporation. The costs, as computed by the Division Director, of any examination made by the Division Director shall be paid by the association.</text> </level> <level label="ii"> <text>As to a savings and loan association insured by the Federal Savings and Loan Insurance Corporation, the Division Director shall have an examination made into the business of such association at such time as the Division Director considers appropriate, but at least every 18 months. The costs, as computed by the Division Director, of any examination made by the Division Director shall be paid by the association.</text> </level> </level> <level label="2"> <level label="i"> <text>Within 2 months from the completion of every examination, the Division Director shall communicate in writing the result of the examination to the president of the association examined and to each member of the board of directors of the association.</text> </level> <level label="ii"> <text>The board of directors shall promptly report corrective action taken to the Division Director and the State of Maryland Deposit Insurance Fund Corporation or the Federal Savings and Loan Insurance Corporation, as applicable.</text> </level> </level> <level label="3"> <text>The directors, officers, controlling persons, employees, and agents of the association shall exhibit its books, accounts, papers, and records to the Division Director in order to conduct the examination of the association. A savings and loan association may not delay or obstruct an examination in any fashion.</text> </level> </level> <level label="b"> <level label="1"> <text>At least once every calendar year, every association shall have its books and records audited and certified in accordance with generally accepted auditing standards by a certified public accountant who is in good standing under the laws of this State or a certified public accounting firm, according to the American Institute of Certified Public Accountants (AICPA) guidelines. Any person or firm who is currently suspended from practice before the Securities and Exchange Commission or other governmental agency is not qualified for purposes of this subsection.</text> </level> <level label="2"> <text>If an association makes written application to the Division Director showing reasonable cause, the Division Director may extend in writing, within 30 days after receipt of application, the time for compliance with this audit requirement.</text> </level> <level label="3"> <text>The audit shall commence no later than 30 days after the end of the period for which the audit is prepared. The audit shall be completed within 60 days after the date on which it is commenced, unless the association makes written application to the Division Director, showing reasonable cause for an extension and the Division Director extends the time for completion.</text> </level> <level label="4"> <text>Each association shall cause a copy of the certified audit report to be furnished to the Division Director within 30 days of the completion of the fieldwork of the audit. The certified audit shall include any supplemental reports that are an integral part of the audit report.</text> </level> <level label="5"> <text>The costs of the audit required by this subsection shall be paid by the association.</text> </level> </level> <level label="c"> <level label="1"> <text>Instead of an examination or audit under subsection (a) or (b) of this section, the Division Director may accept a copy of a reasonably recent examination or audit made or accepted by a federal home loan bank, the Federal Home Loan Bank Board, or by the Federal Savings and Loan Insurance Corporation.</text> </level> <level label="2"> <text>A substituted audit under paragraph (1) of this subsection shall be signed and certified by the auditor.</text> </level> </level> <level label="d"> <level label="1"> <text>The Division Director may:</text> <level label="i"> <text>Make any further investigation of a savings and loan association;</text> </level> <level label="ii"> <text>Require any other report from an association, including an appraisal of assets, that the Division Director considers necessary; and</text> </level> <level label="iii"> <text>Investigate any related entity.</text> </level> </level> <level label="2"> <text>If an appraisal of assets is not done in a manner satisfactory to the Division Director, the Director may cause an appraisal to be made at the expense of the association.</text> </level> <level label="3"> <text>The Division Director may accept any appraisal caused to be made by the federal home loan bank, the Federal Home Loan Bank Board, the Federal Savings and Loan Insurance Corporation, or by the State of Maryland Deposit Insurance Fund Corporation.</text> </level> </level> <level label="e"> <text>All books and records of an association and any related entity shall disclose fully and accurately all of the assets and liabilities of the association and any related entity.</text> </level> <level label="f"> <text>The Division Director shall inform the Secretary of any significant issues about a savings and loan association that are disclosed in an examination or audit.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-503" title_number="9" title_name="Savings and Loan Associations" subtitle_number="5" subtitle_name="Supervision of Records of Associations"> <text>The Division Director and any examiner from, or agent of, the Division of Savings and Loan Associations shall have access to all the records of a savings and loan association, or related entity including the records of any controlling person, director, officer, agent, or employee of the association or related entity that relate to the business of the association or related entity.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-504" title_number="9" title_name="Savings and Loan Associations" subtitle_number="5" subtitle_name="Supervision of Records of Associations"> <level label="a"> <text>Except as provided in this section, the Division Director and any authorized representative of the Division Director shall keep confidential any information about a savings and loan association and its business that is:</text> <level label="1"> <text>Obtained in an examination of or report by a savings and loan association; or</text> </level> <level label="2"> <text>Reported to the Division Director by a federal or State regulatory or insuring agency.</text> </level> </level> <level label="b"> <text>This section does not apply to information disclosed:</text> <level label="1"> <text>In performing a public duty to report and take official action about the business of a savings and loan association;</text> </level> <level label="2"> <text>As required by law; or</text> </level> <level label="3"> <text>As collected general or statistical information about associations.</text> </level> </level> <level label="c"> <text>If the Division Director considers it to be in the public interest, the results of an examination of or report by a savings and loan association may be published in a newspaper of general circulation in any political subdivision where the association is located or doing business.</text> </level> <level label="d"> <text>This section does not apply to a proper exchange of information about a savings and loan association and its business that is exchanged between the Division Director and the State of Maryland Deposit Insurance Fund Corporation, the Federal Home Loan Bank Board, the Federal Savings and Loan Insurance Corporation, or any similar agency that regulates or insures the business of savings and loan associations, the Attorney General’s Office, the Maryland Department of Labor, and the Office of the Governor of Maryland.</text> </level> <level label="e"> <text>Upon the request of a standing committee of the General Assembly with subject matter jurisdiction, the Division Director shall provide the standing committee with necessary confidential information.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-505" title_number="9" title_name="Savings and Loan Associations" subtitle_number="5" subtitle_name="Supervision of Records of Associations"> <level label="a"> <text>Within 30 days of adoption, a federal association located in the State or a savings and loan association shall submit to the Director a copy of its most recently adopted federal Community Reinvestment Act statement.</text> </level> <level label="b"> <text>Within 30 days of receipt, the association shall submit to the Director a copy of the public portion of its most recent Community Reinvestment Act performance evaluation prepared by the federal regulatory agency that examines the association, together with a copy of any written response to the evaluation prepared by the association for its public Community Reinvestment Act file.</text> </level> <level label="c"> <level label="1"> <text>Upon request, the Director shall make available to the public a copy of the documents submitted under this section.</text> </level> <level label="2"> <text>The Director may charge a reasonable fee to a person requesting a copy to help defray the costs of providing copies of the documents to the public.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-601" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A mutual association may convert to a capital stock association if:</text> <level label="1"> <text>Its members approve;</text> </level> <level label="2"> <text>Its charter is amended; and</text> </level> <level label="3"> <text>The Division Director approves.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-602" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>To convert to a capital stock association, a mutual association shall deliver to the Division Director:</text> <level label="1"> <text>A filing fee of $1,000;</text> </level> <level label="2"> <text>An application for conversion;</text> </level> <level label="3"> <text>A certified copy of the resolution of the board of directors that authorizes the conversion;</text> </level> <level label="4"> <text>The proposed amended charter and bylaws amendments;</text> </level> <level label="5"> <text>The proposed notice of the meeting to consider conversion, and the time and manner in which notice will be given to members;</text> </level> <level label="6"> <text>The proposed proxy statement;</text> </level> <level label="7"> <text>The proposed plan of conversion; and</text> </level> <level label="8"> <text>A certified audit of the association.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-603" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A proposed plan of conversion to a capital stock association shall provide:</text> <level label="1"> <text>That each savings account holder will receive a withdrawable savings account in the converted association that is equal in amount to the withdrawable savings account in the mutual association;</text> </level> <level label="2"> <text>That all savings accounts will remain insured;</text> </level> <level label="3"> <text>That each savings account holder shall receive, without payment, nontransferable subscription rights to capital stock in the converted association;</text> </level> <level label="4"> <text>The number of shares of stock that will be sold;</text> </level> <level label="5"> <text>That subscription rights shall be on a basis pro rata to the member’s interest in the mutual association, however, fractional shares need not be issued;</text> </level> <level label="6"> <text>That the conversion to a capital stock association does not result in any reduction of the converting association’s reserves and net worth;</text> </level> <level label="7"> <text>An independent evaluation of the converting association’s pro forma market value as converted to support the offering of stock to the converting association’s members;</text> </level> <level label="8"> <text>The business purposes to be accomplished by the conversion;</text> </level> <level label="9"> <text>The manner in which capital stock in the converted association will be sold and distributed;</text> </level> <level label="10"> <text>A statement that capital stock is not insured; and</text> </level> <level label="11"> <text>That all earned surplus shall be distributed to members on a basis pro rata to the member’s interest in the mutual association. However, prior to such a distribution, there shall be set aside sufficient earned surplus in order to insure satisfying the requirements of §§ 9–218, 9–220, 9–221 and 9–324 of this title.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-604" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>The Division Director:</text> <level label="1"> <text>Shall review an application for conversion to a capital stock association;</text> </level> <level label="2"> <text>Shall determine:</text> <level label="i"> <text>Whether the plan is fair to the members of the converting association and the general public;</text> </level> <level label="ii"> <text>That insurance of the savings accounts will remain in effect after the conversion;</text> </level> <level label="iii"> <text>That, after conversion, the association will be in sound financial condition and will be soundly managed;</text> </level> <level label="iv"> <text>That conversion will not impair the capital of the association nor adversely affect the association’s operations; and</text> </level> <level label="v"> <text>That no person will receive any inequitable gain or advantage by reason of the conversion; and</text> </level> </level> <level label="3"> <text>May require any changes that are necessary to ensure full disclosure of all material facts.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-605" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>Within 60 days of the filing of an application, if the Division Director finds that the mutual association has met the requirements of § 9-604 of this subtitle, the Division Director shall issue to the converting association a letter of preliminary approval of the conversion.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-606" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>On receipt of the Division Director’s letter of preliminary approval, the board of directors of the converting association shall call a meeting of the members for the purpose of considering the plan of conversion to a capital stock association.</text> </level> <level label="b"> <text>At least 10 days, but not more than 90 days, before the meeting, the converting association shall mail notice of the meeting to all members entitled to vote.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-607" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A proposed plan of conversion to a capital stock association and proposed charter amendments to conform to the conversion require approval by a majority vote of the total number of votes eligible to be cast by the members of a mutual association.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-608" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>The board of directors of the converting association shall deliver to the Division Director:</text> <level label="1"> <text>A certified copy of the minutes of the meeting at which the conversion was approved; and</text> </level> <level label="2"> <text>The executed charter amendments and a conformed copy.</text> </level> </level> <level label="b"> <text>On receipt of the minutes and charter amendments under subsection (a) of this section, the Division Director shall:</text> <level label="1"> <text>Endorse the executed copy of the charter amendments as approved; and</text> </level> <level label="2"> <text>Send to the converting association:</text> <level label="i"> <text>The endorsed copy; and</text> </level> <level label="ii"> <text>A final order of approval of the conversion to a capital stock association.</text> </level> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-609" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>Any applicant aggrieved by the action or nonaction of the Division Director under § 9-605 or § 9-608 of this subtitle may appeal to the Circuit Court for Baltimore City.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-610" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>After the final order of approval, the board of directors of the converting association shall file the endorsed charter amendments with the State Department of Assessments and Taxation.</text> </level> <level label="b"> <text>When the State Department of Assessments and Taxation accepts the charter amendments for record, the mutual association becomes a capital stock association.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-611" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>In this section, “savings and loan association” means a savings and loan association organized under this title as a mutual association.</text> </level> <level label="b"> <text>Notwithstanding any other provision of this title, the Division Director may approve a conversion of a savings and loan association to a capital stock association that deviates from the standard requirements of this title if the circumstances of the conversion would, under federal law, permit the Federal Home Loan Bank Board to authorize a modified conversion.</text> </level> <level label="c"> <text>The Division Director may approve a modified conversion only if:</text> <level label="1"> <text>The Division Director determines that:</text> <level label="i"> <text>The stability of the savings and loan association is threatened by severe financial difficulties;</text> </level> <level label="ii"> <text>The conversion to a capital stock form is likely to improve the financial condition of the savings and loan association;</text> </level> <level label="iii"> <text>The association will be viable after the conversion; and</text> </level> <level label="iv"> <text>The approval of the conversion is not detrimental to the public interest; and</text> </level> </level> <level label="2"> <text>The approval imposes the same conditions that federal law requires or permits.</text> </level> </level> <level label="d"> <level label="1"> <text>The Division Director may adopt rules and regulations for a modified conversion, including:</text> <level label="i"> <text>Procedures for application and approval; and</text> </level> <level label="ii"> <text>Conditions for approval of the Division Director in the final order.</text> </level> </level> <level label="2"> <text>The Division Director may approve the chartering of a capital stock corporation to acquire the assets of, or merge with, a mutual association under this section.</text> </level> </level> <level label="e"> <text>A conversion under this section is not subject to the requirements contained in the following sections of this title:</text> <level label="1"> <text>§§ 9-206 through 9-208, inclusive;</text> </level> <level label="2"> <text>§§ 9-216 through 9-222, inclusive;</text> </level> <level label="3"> <text>§§ 9-601 through 9-609, inclusive; and</text> </level> <level label="4"> <text>§§ 9-627 through 9-630, inclusive.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-612" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>In this section, “savings and loan association” means a savings and loan association organized under this title as a mutual association.</text> </level> <level label="b"> <text>Notwithstanding any other provision of this title, the Division Director may approve the voluntary conversion of a savings and loan association to a capital stock association and the sale of the association’s newly issued capital stock to a third party or parties in a transaction in which the association members have no rights of approval or participation and no rights to the continuance of any legal or beneficial ownership interest in the converted association if the circumstances of the conversion and sale would, under federal law, permit the Federal Home Loan Bank Board to authorize a voluntary supervisory stock conversion.</text> </level> <level label="c"> <text>The Division Director may approve a voluntary supervisory stock conversion only if:</text> <level label="1"> <text>The Division Director determines that:</text> <level label="i"> <text>The Division Director would have grounds to seek the appointment of a conservator or receiver under this title;</text> </level> <level label="ii"> <text>No equity value would be realized by the savings and loan association’s mutual account holders after liquidation of the association;</text> </level> <level label="iii"> <text>Severe financial conditions exist that threaten the financial stability of the savings and loan association;</text> </level> <level label="iv"> <text>The conversion to a capital stock form is likely to improve the financial condition of the savings and loan association;</text> </level> <level label="v"> <text>The association will be viable after the conversion; and</text> </level> <level label="vi"> <text>The approval of the conversion is not detrimental to the public interest; and</text> </level> </level> <level label="2"> <text>The approval imposes the same conditions that federal law requires or permits.</text> </level> </level> <level label="d"> <level label="1"> <text>The Division Director may adopt rules and regulations for a voluntary supervisory stock conversion, including:</text> <level label="i"> <text>Procedures for application and approval; and</text> </level> <level label="ii"> <text>Conditions for approval of the Division Director in the final order.</text> </level> </level> <level label="2"> <text>The Division Director may approve the chartering of a capital stock corporation to acquire the assets of, or merge with, a mutual association under this section.</text> </level> </level> <level label="e"> <text>A conversion under this section is not subject to the requirements contained in the following sections of this title:</text> <level label="1"> <text>§§ 9-206 through 9-208, inclusive;</text> </level> <level label="2"> <text>§§ 9-216 through 9-222, inclusive;</text> </level> <level label="3"> <text>§§ 9-601 through 9-609, inclusive; and</text> </level> <level label="4"> <text>§§ 9-627 through 9-630, inclusive.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-613" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A Maryland savings and loan association may convert to a federal association if:</text> <level label="1"> <text>It is eligible to become a member of the federal home loan bank system;</text> </level> <level label="2"> <text>Its members approve;</text> </level> <level label="3"> <text>Within 6 months after member approval, the association acts to convert in the manner required by federal law; and</text> </level> <level label="4"> <text>It receives a federal charter.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-614" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>If a savings and loan association wishes to convert to a federal association, the board of directors shall call a meeting of the members of the savings and loan association for the purpose of considering the proposal to convert.</text> </level> <level label="b"> <text>The savings and loan association shall give notice of the meeting as provided in Title 2, Subtitle 5 of the Corporations and Associations Article.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-615" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A proposal to convert to a federal association requires approval by a majority vote of the total number of votes eligible to be cast by the members of the savings and loan association.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-618" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A federal association may convert to a Maryland savings and loan association if:</text> <level label="1"> <text>Its principal office is in this State;</text> </level> <level label="2"> <text>Its members approve;</text> </level> <level label="3"> <text>The Division Director approves; and</text> </level> <level label="4"> <text>Immediately upon filing its articles of incorporation with the State Department of Assessments and Taxation, the association will convert to a commercial bank under the provisions of §§ 9-631 through 9-639 of this subtitle or convert to a federally chartered savings and loan association under §§ 9-613 through 9-615 of this subtitle.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-619" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A proposal to convert to a Maryland savings and loan association requires approval by a majority vote of the total number of votes eligible to be cast by the members of the federal association.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-620" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>To convert to a Maryland savings and loan association, the board of directors of a federal association shall deliver to the Division Director:</text> <level label="1"> <text>A written application in the form that the Division Director requires;</text> </level> <level label="2"> <text>The executed copy of the proposed articles of incorporation and a conformed copy;</text> </level> <level label="3"> <text>The proposed bylaws;</text> </level> <level label="4"> <text>Any additional exhibits the Division Director requires; and</text> </level> <level label="5"> <text>A filing fee of $1,000.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-621" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <level label="1"> <text>When the Division Director receives the items listed in § 9-620 of this subtitle, the Division Director shall publish a notice of the filing.</text> </level> <level label="2"> <text>The notice shall state that a public hearing is scheduled on a date that is not more than 45 days after the filing.</text> </level> </level> <level label="b"> <text>The notice shall be published:</text> <level label="1"> <text>At least once each week for 2 successive weeks in a newspaper of general circulation in the political subdivision where the principal business office of the converting federal association is located; and</text> </level> <level label="2"> <text>In the Maryland Register as provided in the State Documents Law.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-622" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>The Division Director shall approve an application if the Division Director finds:</text> <level label="1"> <text>The converting federal association has met the requirements of Subtitle 2 of this title that relate to the formation of a savings and loan association;</text> </level> <level label="2"> <text>The character, responsibility, and general fitness of the officers and directors of the converting federal association command confidence and warrant belief that the business of the converting association will be conducted honestly and efficiently in accordance with the intent of this title; and</text> </level> <level label="3"> <text>Allowing the federal association to convert to a Maryland savings and loan association will promote the public interest.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-623" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>The Division Director may require any change in the proposed articles of incorporation or bylaws that the Division Director considers necessary.</text> </level> <level label="b"> <text>Within 60 days after the scheduled hearing, the Division Director shall pass an order approving or denying the application to convert.</text> </level> <level label="c"> <text>Any applicant aggrieved by the order of the Division Director may appeal to the Circuit Court for Baltimore City.</text> </level> <level label="d"> <level label="1"> <text>After the time for appeal of the order expires or on final determination of any appeal taken, the Division Director shall endorse and date each copy of the article “approved” or “denied”.</text> </level> <level label="2"> <text>If the Division Director approves the articles, the Division Director shall:</text> <level label="i"> <text>Return the endorsed, executed articles to the chairman of the board of directors; and</text> </level> <level label="ii"> <text>Keep the endorsed, conformed copy.</text> </level> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-624" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>On final order of approval of the articles of incorporation by the Division Director, the board of directors of the converting association shall file for record with the State Department of Assessments and Taxation the endorsed, executed articles of incorporation.</text> </level> <level label="b"> <text>When the State Department of Assessments and Taxation accepts the articles of incorporation for record, the federal association becomes a Maryland savings and loan association.</text> </level> <level label="c"> <text>The board of directors of the converted association shall send a copy of the certificate acknowledging acceptance of the articles of incorporation to the Division Director.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-627" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>A savings and loan association may consolidate with, merge with or into, or transfer its assets to any other savings and loan association, any savings bank, or any out-of-state association as defined in § 9-1001(i) of this title if:</text> <level label="1"> <text>It complies with Title 3 of the Corporations and Associations Article;</text> </level> <level label="2"> <text>The Division Director approves the plan of consolidation, merger, or transfer of assets; and</text> </level> <level label="3"> <text>The out-of-state association complies with § 9-1004 of this title.</text> </level> </level> <level label="b"> <text>Notwithstanding any other provision of this section or any other law, the approval by the shareholders or members of a savings and loan association for which a receiver has been appointed under § 9-708 of this title of a plan of consolidation, merger, or transfer of assets of that savings and loan association is not required if, after notice and a hearing, the circuit court administering the receivership determines that:</text> <level label="1"> <text>The savings and loan association is insolvent; or</text> </level> <level label="2"> <text>Consummation of the transactions contemplated by the plan of consolidation, merger, or transfer of assets will not result in the shareholders or members of the savings and loan association receiving property of a lesser value in their capacity as shareholders or members than they otherwise would upon a complete liquidation of the savings and loan association in receivership.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-628" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A savings and loan association may effect a statutory merger into any other savings and loan association, any savings bank, or any out-of-state association as defined in § 9-1001(i) of this title if the plan of statutory merger:</text> <level label="1"> <text>Complies with Title 3 of the Corporations and Associations Article;</text> </level> <level label="2"> <text>Is approved by:</text> <level label="i"> <text>The board of directors of both the successor and the transferor;</text> </level> <level label="ii"> <text>The shareholders or members of a transferor association; and</text> </level> <level label="iii"> <text>The Division Director; and</text> </level> </level> <level label="3"> <text>The out-of-state association complies with § 9-1004 of this title.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-629" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A savings and loan association may reorganize, partially liquidate, or dissolve if:</text> <level label="1"> <text>It complies with Title 3 of the Corporations and Associations Article; and</text> </level> <level label="2"> <text>The Division Director approves the plan of reorganization, partial liquidation, or dissolution.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-630" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>To consolidate, merge, transfer assets, effect a statutory merger, reorganize, partially liquidate, or dissolve, a savings and loan association shall deliver to the Division Director the proposed plan of the respective action.</text> </level> <level label="b"> <level label="1"> <text>Except as provided in paragraph (3) of this subsection, the Division Director shall publish notice of the filing of a plan of consolidation, merger, transfer of assets, statutory merger, reorganization, partial liquidation, or dissolution.</text> </level> <level label="2"> <text>The notice shall be published:</text> <level label="i"> <text>In a newspaper of general circulation in the political subdivision in which the principal office of each savings and loan association named in the plan is located; and</text> </level> <level label="ii"> <text>In the Maryland Register as provided in the State Documents Law.</text> </level> </level> <level label="3"> <text>Subject to the confirmation of the Secretary of Labor, the Division Director may approve a plan of consolidation, merger, reorganization, transfer of assets, statutory merger, partial liquidation, or dissolution without the required notice if a delay of such a plan would result in economic hardship to either party to a merger.</text> </level> </level> <level label="c"> <text>The Division Director shall examine any plan submitted under subsection (a) of this section and shall determine if:</text> <level label="1"> <level label="i"> <text>The successor savings and loan association, if it is an association chartered under the laws of this State, satisfies the requirements of Subtitle 2 of this title that relate to organization as a savings and loan association; or</text> </level> <level label="ii"> <text>The successor savings and loan association, if it is a savings and loan association not chartered under the laws of this State, satisfies the requirements of the laws of the jurisdiction in which it is organized that relate to the organization of savings and loan associations in that jurisdiction; and</text> </level> </level> <level label="2"> <text>The plan would be consistent with adequate and sound savings and loan practices and in the public interest. In making the determination required by this paragraph, the Division Director shall consider:</text> <level label="i"> <text>The financial history and condition of the parties to the plan;</text> </level> <level label="ii"> <text>Their prospects;</text> </level> <level label="iii"> <text>The management of the association;</text> </level> <level label="iv"> <text>The effect of the plan on competition; and</text> </level> <level label="v"> <text>The convenience and needs of the area in this State primarily to be served by the resulting association.</text> </level> </level> </level> <level label="d"> <level label="1"> <text>Within 60 days of the filing, the Division Director shall approve or disapprove any plan submitted under subsection (a) of this section.</text> </level> <level label="2"> <text>The Division Director shall give priority consideration to any plan for the acquisition of a savings and loan association which, on or before July 1, 1987, was not insured by the Federal Savings and Loan Insurance Corporation, had not received conditional approval for federal insurance, and was not substantially likely to qualify for federal insurance.</text> </level> <level label="3"> <text>If the Division Director approves the plan of consolidation, merger, transfer of assets, statutory merger, partial liquidation, dissolution, or reorganization, the Division Director shall certify each document that the State Department of Assessments and Taxation requires.</text> </level> </level> <level label="e"> <text>Any applicant aggrieved by the action or nonaction of the Division Director may appeal to the Circuit Court for Baltimore City.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-631" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A capital stock savings and loan association may convert to a commercial bank if:</text> <level label="1"> <text>Its stockholders approve;</text> </level> <level label="2"> <text>Its charter is amended;</text> </level> <level label="3"> <text>The Commissioner approves;</text> </level> <level label="4"> <text>All deposits will be insured throughout the conversion;</text> </level> <level label="5"> <text>The depositors of the capital stock savings and loan association immediately prior to the conversion shall be entitled to deposits in the commercial bank of like amounts, interest rate and other terms, without interruption of interest;</text> </level> <level label="6"> <text>All deposits shall be insured by the Federal Deposit Insurance Corporation up to the maximum amount provided by law;</text> </level> <level label="7"> <text>It complies with Title 3 of the Corporations and Associations Article; and</text> </level> <level label="8"> <text>It has met all the requirements of this part and other applicable provisions in this article.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-632" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>To convert to a commercial bank, a capital stock savings and loan shall deliver to the Commissioner:</text> <level label="1"> <text>A filing fee of $1,000;</text> </level> <level label="2"> <text>An application for conversion;</text> </level> <level label="3"> <text>A certified copy of the resolution of the board of directors that authorizes the conversion;</text> </level> <level label="4"> <text>The proposed amended charter and bylaws amendments;</text> </level> <level label="5"> <text>The proposed notice of the meeting to consider conversion, and the time and manner in which notice will be given to stockholders;</text> </level> <level label="6"> <text>The proposed proxy statement;</text> </level> <level label="7"> <text>The proposed plan of conversion; and</text> </level> <level label="8"> <text>Any additional documents required by the Commissioner.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-633" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>The Commissioner:</text> <level label="1"> <text>Shall review an application for conversion to a commercial bank;</text> </level> <level label="2"> <text>Shall determine:</text> <level label="i"> <text>Whether the plan is fair to the stockholders of the converting association and the general public;</text> </level> <level label="ii"> <text>That insurance of the savings accounts will remain in effect after the conversion;</text> </level> <level label="iii"> <text>That, after conversion, the commercial bank will be in sound financial condition and will be soundly managed;</text> </level> <level label="iv"> <text>That conversion will not impair the capital of the association nor adversely affect the association’s operations; and</text> </level> <level label="v"> <text>That no person, member, employee, or otherwise will receive any inequitable gain or advantage by reason of the conversion;</text> </level> </level> <level label="3"> <text>May require any changes that are necessary to ensure full disclosure of all material facts;</text> </level> <level label="4"> <text>May not issue a certificate of authority to commence business to a commercial bank unless all the requirements of this article governing a commercial bank have been met;</text> </level> <level label="5"> <text>May modify the initial capitalization requirements of the commercial bank if the Commissioner determines that a modification is:</text> <level label="i"> <text>Reasonably required to protect the welfare of the commercial bank; and</text> </level> <level label="ii"> <text>Not detrimental to the public interest or to the commercial bank; and</text> </level> </level> <level label="6"> <text>May adopt regulations to carry out the provisions of this part.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-634" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>Within 60 days of the filing of an application, if the Commissioner finds that the stock association has met the requirements of § 9-633 of this subtitle, the Commissioner shall issue to the converting association a letter of preliminary approval of the conversion.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-635" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>On receipt of the Commissioner’s letter of preliminary approval, the board of directors of the converting association shall call a meeting of the members for the purpose of considering the plan of conversion to a commercial bank.</text> </level> <level label="b"> <text>At least 10 days, but not more than 90 days, before the meeting, the converting association shall mail notice of the meeting to all members entitled to vote.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-636" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>A proposed plan of conversion to a commercial bank and proposed charter amendments to conform to the conversion require approval by a majority vote of the total number of votes eligible to be cast by the stockholders of a stock association.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-637" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>The board of directors of the converting association shall deliver to the Commissioner:</text> <level label="1"> <text>A certified copy of the minutes of the meeting at which the conversion was approved; and</text> </level> <level label="2"> <text>The executed charter amendments and a conformed copy.</text> </level> </level> <level label="b"> <text>On receipt of the minutes and charter amendments under subsection (a) of this section, the Commissioner shall:</text> <level label="1"> <text>Endorse the executed copy of the charter amendments as approved; and</text> </level> <level label="2"> <text>Send to the converting association:</text> <level label="i"> <text>The endorsed copy; and</text> </level> <level label="ii"> <text>A final order of approval of the conversion to a commercial bank.</text> </level> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-638" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <text>Any applicant aggrieved by the action or nonaction of the Commissioner under this subtitle may appeal to the Circuit Court for Baltimore City.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-639" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>After the final order of approval, the board of directors of the converting association shall file the endorsed charter amendments with the State Department of Assessments and Taxation.</text> </level> <level label="b"> <text>When the State Department of Assessments and Taxation accepts the charter amendments for record, the stock association becomes a commercial bank.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-640" title_number="9" title_name="Savings and Loan Associations" subtitle_number="6" subtitle_name="Conversions; Extraordinary Actions"> <level label="a"> <text>Except as provided in subsections (b), (c), and (d) of this section, a capital stock savings and loan association converted under this part to a commercial bank may exercise all the powers of, and shall be subject to all the restrictions imposed on, a commercial bank under this article.</text> </level> <level label="b"> <text>A commercial bank that results from a conversion of a capital stock savings and loan association may hold assets or conduct business activities, other than insurance assets and insurance activities, that result from the conversion and that do not conform with applicable law, unless a different period is authorized by federal regulatory agencies:</text> <level label="1"> <text>For a period of 5 years after the conversion; and</text> </level> <level label="2"> <text>If the Commissioner approves, for an additional period not exceeding 5 years.</text> </level> </level> <level label="c"> <text>A commercial bank resulting from a conversion of a capital stock savings and loan association may hold insurance assets or conduct insurance activities that were held or conducted before the conversion and that do not conform with applicable law, for a period of 2 years after the date of conversion, unless a different period is authorized by federal regulatory agencies.</text> </level> <level label="d"> <text>Except as provided in subsection (c) of this section, a commercial bank resulting from the conversion of a capital stock savings and loan association may hold insurance assets or conduct insurance activities only to the extent permitted under applicable law for a Maryland commercial bank.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-701" title_number="9" title_name="Savings and Loan Associations" subtitle_number="7" subtitle_name="Involuntary Actions -- Conservator; Receivership"> <level label="a"> <text>With the prior written approval of the Secretary, the Division Director may institute proceedings in the circuit court in the county where the principal office of a savings and loan association is located for the appointment of a conservator if:</text> <level label="1"> <text>The savings and loan association or related entity fails to comply with a final order of the Division Director; or</text> </level> <level label="2"> <text>The Division Director considers that the appointment of a conservator is in the public interest.</text> </level> </level> <level label="b"> <text>Subject to § 9-709 of this subtitle, a court may appoint the Division Director, deputy division director, or an examiner from the Division of Savings and Loan Associations as conservator if the court finds that a savings and loan association or related entity is:</text> <level label="1"> <text>In an impaired or insolvent condition;</text> </level> <level label="2"> <text>In substantial violation of any law or regulation;</text> </level> <level label="3"> <text>Concealing any of its assets or records or refusing to submit its records or affairs for inspection to an examiner or lawful agent or the Division Director;</text> </level> <level label="4"> <text>Conducting an unsafe or unsound operation;</text> </level> <level label="5"> <text>In violation of any final order;</text> </level> <level label="6"> <text>In need of the appointment of a conservator in order to preserve the assets of the savings and loan association for the benefit of the depositors and creditors; or</text> </level> <level label="7"> <text>Eligible for conservatorship under the provisions of Title 10 of this article.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-702" title_number="9" title_name="Savings and Loan Associations" subtitle_number="7" subtitle_name="Involuntary Actions -- Conservator; Receivership"> <level label="a"> <text>A conservator shall endeavor to correct the irregularities in the operation of a savings and loan association.</text> </level> <level label="b"> <text>In addition to the powers set forth in this subtitle and the powers granted by order of the court, a conservator may exercise any or all of the following powers:</text> <level label="1"> <text>If authorized by the court, exercise the powers, rights, and privileges of the officers, directors, members, and stockholders of the savings and loan association;</text> </level> <level label="2"> <text>Recommend for the court’s adoption a plan of reorganization, composition, or rearrangement of business, including its liabilities and capital structure;</text> </level> <level label="3"> <text>Remove any director, officer, or employee of the savings and loan association;</text> </level> <level label="4"> <text>Borrow from, pledge assets to, and repay a Federal Reserve Bank or other lenders;</text> </level> <level label="5"> <text>Make wire transfers;</text> </level> <level label="6"> <text>To the extent authorized by law or court order, pay withdrawals of deposits;</text> </level> <level label="7"> <text>Pay negotiated order of withdrawal drafts and cashiers checks either directly or repay financial institutions on which the cashiers checks may be drawn;</text> </level> <level label="8"> <text>Receive new deposits including direct deposit of United States Treasury, Social Security, and other payments;</text> </level> <level label="9"> <text>Pay a Federal Reserve Bank or other bank cash to fund withdrawals;</text> </level> <level label="10"> <text>Pay employees and necessary day-to-day operating expenses of the institution;</text> </level> <level label="11"> <text>If authorized by the court, approve, in place of shareholders or members, a merger, conversion, transfer of assets, reorganization, or acquisition of the savings and loan association; and</text> </level> <level label="12"> <text>If authorized by the court, request a stay of proceedings in other courts.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-703" title_number="9" title_name="Savings and Loan Associations" subtitle_number="7" subtitle_name="Involuntary Actions -- Conservator; Receivership"> <level label="a"> <level label="1"> <text>If a court appoints a conservator, each director, officer, and employee of a savings and loan association may remain in the respective office or position unless removed in accordance with this subtitle.</text> </level> <level label="2"> <text>A member, director, officer, or controlling person may not have or exercise any power, right or privilege or act in connection with any of the association’s assets or property unless otherwise approved in writing by the conservator.</text> </level> </level> <level label="b"> <text>The court may order that members of a savings and loan association:</text> <level label="1"> <text>Shall continue to make payments in accordance with any contract with the association; and</text> </level> <level label="2"> <text>May withdraw money from their savings accounts in accordance with the order of the court.</text> </level> </level> <level label="c"> <text>The conservator may accept new accounts and additions to existing accounts. Any amounts received under this subsection:</text> <level label="1"> <text>May be segregated; and</text> </level> <level label="2"> <text>If provided by order of the court, may not be:</text> <level label="i"> <text>Subject to offset; or</text> </level> <level label="ii"> <text>Used to liquidate any indebtedness that existed at the time the conservator was appointed or that was incurred to liquidate indebtedness that existed at the time the conservator was appointed.</text> </level> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-704" title_number="9" title_name="Savings and Loan Associations" subtitle_number="7" subtitle_name="Involuntary Actions -- Conservator; Receivership"> <level label="a"> <text>A savings and loan association shall pay the expenses of operation during its conservatorship.</text> </level> <level label="b"> <text>Except as provided in subsection (c) of this section, a savings and loan association shall pay its conservator the compensation that the court determines.</text> </level> <level label="c"> <text>The Division Director or an examiner from the Division of Savings and Loan Associations may not receive additional compensation as conservator of a savings and loan association.</text> </level> <level label="d"> <text>Unless authorized by the court, the conservator of a savings and loan association may not:</text> <level label="1"> <text>Retain special counsel;</text> </level> <level label="2"> <text>Incur other than normal operating expenses; or</text> </level> <level label="3"> <text>Liquidate any assets except in the normal course of operation.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-708" title_number="9" title_name="Savings and Loan Associations" subtitle_number="7" subtitle_name="Involuntary Actions -- Conservator; Receivership"> <level label="a"> <text>With the prior written approval of the Secretary, the Division Director may institute proceedings in the circuit court of the county where the principal office of a savings and loan association is located for the appointment of a receiver if:</text> <level label="1"> <level label="i"> <text>The savings and loan association or related entity fails to comply with a final order of the Division Director;</text> </level> <level label="ii"> <text>The irregularities giving rise to a conservatorship are not corrected;</text> </level> <level label="iii"> <text>An emergency exists; or</text> </level> <level label="iv"> <text>The savings and loan association or related entity is conducting an unsafe and unsound operation; and</text> </level> </level> <level label="2"> <text>The Division Director considers the appointment of a receiver to be in the public interest.</text> </level> </level> <level label="b"> <text>Subject to the provisions of § 9-709 of this subtitle, a court may appoint a receiver if it finds that a savings and loan association or related entity is:</text> <level label="1"> <text>In an impaired or insolvent condition;</text> </level> <level label="2"> <text>In substantial violation of any law or regulation;</text> </level> <level label="3"> <text>Concealing any of its assets or records or refusing to submit its records or affairs for inspection to an examiner or lawful agent;</text> </level> <level label="4"> <text>Conducting an unsafe and unsound operation;</text> </level> <level label="5"> <text>In violation of any final order; or</text> </level> <level label="6"> <text>Eligible for receivership under the provisions of Title 10 of this article.</text> </level> </level> <level label="c"> <text>A receiver has:</text> <level label="1"> <text>All the powers and authority of the conservator;</text> </level> <level label="2"> <text>The power to liquidate; and</text> </level> <level label="3"> <text>Any other powers and authority as may be expressed in the order of any court of competent jurisdiction.</text> </level> </level> <level label="d"> <text>In addition to the specific powers set forth in this title and any powers granted by order of the court, a receiver appointed under this section has and may exercise all powers necessary or appropriate to liquidate the business and affairs of the savings and loan association, including all of the powers granted by law to the conservator of a savings and loan association and all of the powers granted by law to the receiver of a Maryland corporation that is in the process of voluntary or involuntary dissolution.</text> </level> <level label="e"> <level label="1"> <text>Except to the extent otherwise provided in this subsection, Title 13 of the Maryland Rules applies to the estate of a savings and loan association for which a receiver is appointed under this section.</text> </level> <level label="2"> <text>On motion of the receiver any other interested party, or on the court’s own initiative, the court may, after notice and a hearing, waive compliance with or modify one or more of the requirements of Subtitle BP relating to the timing of, method of, or procedures for providing notices, providing claims, or administering distributions from the receivership estate, if the waiver or modification relates to the preservation of the confidentiality of savings account holders, or a reduction in the cost of administration of the receivership estate.</text> </level> <level label="3"> <text>Any waiver or modification made under paragraph (2) of this subsection only shall apply prospectively to actions taken by the receiver or any other person after adoption by the court.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-709" title_number="9" title_name="Savings and Loan Associations" subtitle_number="7" subtitle_name="Involuntary Actions -- Conservator; Receivership"> <text>The Federal Savings and Loan Insurance Corporation or the State of Maryland Deposit Insurance Fund Corporation has an absolute right to be appointed conservator or receiver of a savings and loan association insured by it.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-710" title_number="9" title_name="Savings and Loan Associations" subtitle_number="7" subtitle_name="Involuntary Actions -- Conservator; Receivership"> <level label="a"> <level label="1"> <text>Notwithstanding any other provision of law and to the maximum extent permitted under the federal and State constitutions, the circuit court administering a conservatorship or receivership under this title shall have exclusive and plenary jurisdiction over all claims, actions, and proceedings that are brought by any person and that are related to the assets, property, powers, rights, privileges, duties, and liabilities of:</text> <level label="i"> <text>The savings and loan association and its subsidiaries, affiliates, or holding company;</text> </level> <level label="ii"> <text>The receivership or conservatorship estate; and</text> </level> <level label="iii"> <text>The State of Maryland Deposit Insurance Fund Corporation in its capacity as receiver or conservator of the savings and loan association.</text> </level> </level> <level label="2"> <text>A court other than a court administering a conservatorship or receivership under this title may exercise jurisdiction over claims and actions if:</text> <level label="i"> <text>The court would have jurisdiction over the claims or actions but for this section; and</text> </level> <level label="ii"> <text>The court administering the conservatorship or receivership approves:</text> <level label="1"> <text>The initiation and prosecution, or the continued prosecution, of the claims or actions in the other court by the conservator or receiver; or</text> </level> <level label="2"> <text>The continued prosecution of claims or actions in the other court by any person other than the conservator or receiver.</text> </level> </level> </level> </level> <level label="b"> <text>Except as otherwise ordered by the court administering the conservatorship or receivership, any action or proceeding described in subsection (a)(1) of this section that is pending at the time the conservatorship or receivership is established under this title shall be transferred to the circuit court administering the conservatorship or receivership.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-711" title_number="9" title_name="Savings and Loan Associations" subtitle_number="7" subtitle_name="Involuntary Actions -- Conservator; Receivership"> <level label="a"> <text>The circuit court administering a conservatorship or receivership under this title has full power to approve and allow or to reject and disallow claims against the conservatorship or receivership estate.</text> </level> <level label="b"> <text>In a receivership, the court administering the receivership may estimate for purposes of allowance:</text> <level label="1"> <text>Any contingent, unliquidated, unmatured, or disputed claim, the fixing, liquidation, maturation, or settlement of the dispute of which would delay the administration of the receivership; or</text> </level> <level label="2"> <text>Any right to payment arising from a right to an equitable remedy for breach of performance.</text> </level> </level> <level label="c"> <level label="1"> <text>In a conservatorship or receivership, a court may reconsider for cause according to the equities of the case a claim that has been allowed or disallowed.</text> </level> <level label="2"> <text>A reconsideration under this subsection:</text> <level label="i"> <text>Must be filed within 60 days from the date of the court’s initial determination; and</text> </level> <level label="ii"> <text>Does not affect the validity of any payment or transfer from the receivership estate that is made to a holder of an allowed claim on account of the allowed claim that is not reconsidered.</text> </level> </level> <level label="3"> <text>This subsection does not alter or otherwise prejudice the right of the conservator or receiver to recover any excess payment or transfer made to a creditor.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-712" title_number="9" title_name="Savings and Loan Associations" subtitle_number="7" subtitle_name="Involuntary Actions -- Conservator; Receivership"> <level label="a"> <text>In this section, savings and loan association includes its affiliates, subsidiaries, or a holding company.</text> </level> <level label="b"> <level label="1"> <text>Upon application of the conservator or receiver, if the court, after notice and a hearing, determines that the consideration to be received from a transaction is fair and reasonable, the circuit court administering a conservatorship or receivership under this title may approve any transfer, sale, or pledge of any or all of the assets of the savings and loan association or the conservatorship or receivership estate.</text> </level> <level label="2"> <text>To the extent that a proposed transfer of any assets is accompanied by the assumption of certain liabilities of the savings and loan association without an assumption by a transferee of a like percentage or amount of other liabilities of the association that are in parity with those liabilities assumed, the court may approve the transaction if it determines that the assumption is consistent with the estimated distributions to claimants under a complete liquidation under § 9–711 of this subtitle or is otherwise fair and reasonable.</text> </level> </level> <level label="c"> <level label="1"> <text>By order, the court may transfer any asset of the savings and loan association to a transferee under subsection (b) of this section free and clear of any liens, claims, pledges, security interests, charges, or other encumbrances.</text> </level> <level label="2"> <text>The order shall state that any liens, claims, pledges, security interests, charges, or other encumbrances that attached to the asset before the transfer, after the transfer, either shall:</text> <level label="i"> <text>Attach to the proceeds received by the conservatorship or receivership estate from the transfer; or</text> </level> <level label="ii"> <text>Attach to other assets specified in the court’s order that have a value equivalent to the value of the assets to which they attached before the transfer.</text> </level> </level> </level> <level label="d"> <level label="1"> <text>Unless the order of the court approving a transaction under subsection (b) or (c) of this section is appealed in the manner provided in this subsection within 30 days from the date of entry, the order shall become final and nonappealable.</text> </level> <level label="2"> <text>Notwithstanding any other provision of law, the Court of Appeals shall have exclusive and plenary jurisdiction over an appeal of any order of a State court approving a transaction under subsection (b) or (c) of this section. To the extent possible, any appeal of an order of a State court approving a transaction under subsection (b) or (c) of this section shall be heard by the Court of Appeals on an expedited basis.</text> </level> </level> <level label="e"> <text>The conservator or receiver may transfer, sell, use, lease, or encumber any assets of the savings and loan association or of the conservatorship or receivership estate in the ordinary course of business without obtaining the approval of the court.</text> </level> <level label="f"> <text>In any distribution of assets on liquidation of a savings and loan association for which a receiver has been appointed under § 9–708 of this subtitle:</text> <level label="1"> <text>All unsecured claims of any class of priority shall be paid in full, or provision made for payment, before any claims of lesser priority are paid, and if there are insufficient funds to pay any class of claims of one priority in full, distribution to claimants in such class shall be made pro rata;</text> </level> <level label="2"> <text>Notwithstanding the provisions of item (1) of this subsection, and subject to approval of the court administering the receivership of the savings and loan association, the receiver may at any time prior to the payment in full of all claims of a class with higher priority, make distributions to some or all claimants of a class with a lower priority, if a determination is made that at the time of the distribution, adequate funds exist or will be recovered during the receivership to pay in full all claims of any class with a higher priority; and</text> </level> <level label="3"> <text>The court administering the receivership of the savings and loan association may, after notice and a hearing:</text> <level label="i"> <text>Under principles of equitable subordination, subordinate for purposes of distribution all or part of an allowed claim to all or part of another allowed claim or claims; or</text> </level> <level label="ii"> <text>Order that any lien securing the subordinated claim be transferred to the receivership estate.</text> </level> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-801" title_number="9" title_name="Savings and Loan Associations" subtitle_number="8" subtitle_name="Foreign Associations"> <text>In this subtitle, “foreign association” means any savings and loan association other than:</text> <level label="1"> <text>A savings and loan association incorporated under the laws of this State; or</text> </level> <level label="2"> <text>A savings and loan association incorporated under the laws of the United States that has its principal office in this State.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-802" title_number="9" title_name="Savings and Loan Associations" subtitle_number="8" subtitle_name="Foreign Associations"> <level label="a"> <text>Except as provided under subsection (b) of this section, a foreign association or a savings and loan association that maintains its principal office outside this State may not:</text> <level label="1"> <text>Have an office for business in this State except for an office that was open for business in this State before June 1, 1955;</text> </level> <level label="2"> <text>Have an electronic terminal in this State; or</text> </level> <level label="3"> <text>Be admitted to do business in this State.</text> </level> </level> <level label="b"> <text>The prohibitions under subsection (a) of this section may not apply to any foreign association that:</text> <level label="1"> <level label="i"> <text>In furtherance of an agreement with the State of Maryland Deposit Insurance Fund Corporation entered into on or before January 1, 1987, becomes a successor in interest to an association that:</text> <level label="1"> <text>Was not federally insured on or before May 18, 1985;</text> </level> <level label="2"> <text>Was a “major association”, as defined under Title 10 of this article, on or before May 19, 1985; and</text> </level> <level label="3"> <text>Is not federally insured on or before April 1, 1986; and</text> </level> </level> <level label="ii"> <text>Operates the association as a federal association in this State;</text> </level> </level> <level label="2"> <text>Makes an acquisition in accordance with the provisions of Subtitle 10 of this title; or</text> </level> <level label="3"> <text>Was operating an office for business in this State on July 1, 1987, in accordance with applicable State or federal law.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-803" title_number="9" title_name="Savings and Loan Associations" subtitle_number="8" subtitle_name="Foreign Associations"> <level label="a"> <text>Subject to § 9-309 of this title and the approval of the Division Director, a foreign association or any savings and loan association that maintains its principal office outside this State may relocate an existing office in this State if:</text> <level label="1"> <text>The office was open on or before March 1, 1955; and</text> </level> <level label="2"> <text>The relocation is within:</text> <level label="i"> <text>The same county; and</text> </level> <level label="ii"> <text>A one-mile radius of the office to be relocated.</text> </level> </level> </level> <level label="b"> <text>Any aggrieved foreign association or savings and loan association that applies to relocate its office under subsection (a) of this section may appeal a final order of the Division Director to the Circuit Court for Baltimore City.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-804" title_number="9" title_name="Savings and Loan Associations" subtitle_number="8" subtitle_name="Foreign Associations"> <level label="a"> <text>For the purposes of this article and the Corporations and Associations Article, in addition to the activities listed in §§ 7–103 and 7–104 of the Corporations and Associations Article, the following activities of a foreign association do not constitute doing business or having tax situs in this State:</text> <level label="1"> <text>Making or investing in loans on property in this State;</text> </level> <level label="2"> <text>Purchasing, acquiring, holding, selling, assigning, transferring, collecting, or enforcing by foreclosure or otherwise any whole or partial interest in any obligation secured by a mortgage or similar instrument, covering property in this State; or</text> </level> <level label="3"> <text>Employing an attorney, surveyor, or appraiser in connection with any activity permitted by this section or the servicing and collection of any investment in this State through a corporation that is authorized to do business in this State.</text> </level> </level> <level label="b"> <text>Nothing in this section exempts a foreign corporation from the licensing requirements of Title 11, Subtitle 5 of this article.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-805" title_number="9" title_name="Savings and Loan Associations" subtitle_number="8" subtitle_name="Foreign Associations"> <text>Except for a foreign association incorporated under the laws of the United States, the Division Director may examine the Maryland offices of any foreign association as provided in Subtitle 5 of this title.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-901" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <text>A savings and loan association shall become and participate as a member in and have its savings accounts insured by the Maryland Deposit Insurance Fund Corporation or the Federal Savings and Loan Insurance Corporation. If membership in both corporations ceases, the association shall be placed in receivership in accordance with § 9-708 of this title.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-902" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <text>If a savings and loan association rejects an application for a residential mortgage, the association shall give the applicant, on request, written notice of the rejection.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-903" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <text>If a savings and loan association holds a first mortgage on residential property, and the mortgage is partially insured by a private mortgage insurance company, the association shall eliminate all charges to the mortgagor for mortgage insurance premiums when the mortgage is reduced to the level at which the federal Homeowners Protection Act of 1998 requires termination of the private mortgage insurance insuring the mortgage.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-904" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <text>The sale of savings accounts of any savings and loan association in this State is exempt from all provisions of law of this State that provide for the supervision and regulation of the sale of securities. The sale of any accounts does not require any action by any official who supervises the sale of securities.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-905" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <level label="a"> <text>The Division Director shall regulate promotional activities by savings and loan associations.</text> </level> <level label="b"> <text>An association may not publish or cause to be published any misleading advertisement, notice, or announcement of any type or format.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-906" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <text>An association or related entity may not require as a condition of making a loan that the borrower contract with any specific individual, corporation, business entity, or organization for particular services.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-908" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <text>Subject to the evaluation and reestablishment provisions of the Program Evaluation Act, the provisions of this title that relate to the Division of Savings and Loan Associations and that relate to the regulation of savings and loan associations are of no effect and may not be enforced after July 1, 1992.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-909" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <level label="a"> <text>In this section, “payor institution” means a bank, credit union, or savings and loan association by which an item is payable as drawn or accepted.</text> </level> <level label="b"> <text>As to each account of each depositor in a savings and loan association, the savings and loan association shall give to the customer, on opening of the account and on any later demand of the customer, written notice of the time after which the funds represented by an item deposited to the account shall be available for withdrawal as of right, for each of the situations where the association:</text> <level label="1"> <text>Is also the payor institution;</text> </level> <level label="2"> <text>Is located in the same state as the payor institution; and</text> </level> <level label="3"> <text>Is located in a different state from that in which the payor institution is located.</text> </level> </level> <level label="c"> <text>The notice shall also state the time after which the funds represented by an item become available for withdrawal as of right where the item is issued by:</text> <level label="1"> <text>The Maryland State Government or any agency thereof;</text> </level> <level label="2"> <text>The United States Treasury; and</text> </level> <level label="3"> <text>Any agency of the federal government.</text> </level> </level> <level label="d"> <text>The notice shall be printed in type no smaller than elite typewriter characters.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-911" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <level label="a"> <text>Except with the written consent of the Division Director, a person who has been convicted, or who is convicted, of any crime involving dishonesty or a breach of trust, may not ever serve as an officer or director of an association.</text> </level> <level label="b"> <text>However, the pendency of an appeal from the conviction stays the operation of the prohibition of subsection (a) of this section until the appeal is decided or dismissed.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-912" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <level label="a"> <level label="1"> <text>Any director, officer, controlling person, or employee of a savings and loan association or related entity who is found to have violated any provision of this title or Title 8 of this article, whether willfully or as a result of gross negligence or recklessness, may be ordered to pay a civil penalty to the State of up to $10,000 for each violation.</text> </level> <level label="2"> <text>In determining the amount of financial penalty to be imposed, the Division Director shall consider the following:</text> <level label="i"> <text>The seriousness of the violation;</text> </level> <level label="ii"> <text>The good faith of the violator;</text> </level> <level label="iii"> <text>The violator’s history of previous violations;</text> </level> <level label="iv"> <text>The deleterious effect of the violation on the public and the savings and loan industry; and</text> </level> <level label="v"> <text>The assets of the violator.</text> </level> </level> </level> <level label="b"> <text>Prior to assessing a civil penalty, the Division Director shall serve by certified mail, return receipt requested, on the person to be charged, a notice containing:</text> <level label="1"> <text>The specifications of the charge; and</text> </level> <level label="2"> <text>The time and place for a hearing to be held with respect to the charges, which may be not less than 20 days from the date of mailing the notice.</text> </level> </level> <level label="c"> <text>The Division Director shall conduct a hearing on the charges in accordance with the terms of § 8-402 of this article and rules adopted by the Division Director.</text> </level> <level label="d"> <text>Following the hearing, or if the person charged does not appear, following the date of the hearing, the Division Director shall issue a final order pursuant to § 8-402 of this article.</text> </level> <level label="e"> <text>An appeal may be taken from a final order of the Division Director to the Circuit Court for Baltimore City.</text> </level> <level label="f"> <text>In addition to any of the other penalties and remedies set forth in this section, any person who is found to have financially gained from the violation of any provision of this title or Title 8 of this article, or regulations adopted by the Division Director, shall be required to forfeit the gain.</text> </level> <level label="g"> <text>This section may not be construed to prevent any person damaged by a director, officer, controlling person, or employee of an association from bringing a separate cause of action in a court of competent jurisdiction.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-913" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <level label="a"> <text>Except as otherwise provided in this section and in this title, any violation of any provision of this title or any regulation adopted in accordance with this title by a director, officer, controlling person, or employee of an association is punishable by a fine not to exceed $10,000, or imprisonment in the penitentiary for not more than 18 months, or both.</text> </level> <level label="b"> <level label="1"> <text>In addition to any of the remedies provided by this title or Title 8 of this article, the willful omission, making, or concurrence in making or publishing a written report, exhibit, or entry in a financial statement on the books of the association, which contains a material statement known to be false, upon conviction, is punishable by a fine not more than $100,000, or imprisonment in the penitentiary for not more than 10 years, or both.</text> </level> <level label="2"> <text>For purposes of this subsection, “material” means “substantial and important as to influence a reasonable and prudent businessman or investor”.</text> </level> </level> <level label="c"> <text>In addition to any other remedies provided by this title or Title 8 of this article, the knowing declaration of a dividend in violation of § 9–324 of this title, upon conviction, is punishable by a fine not more than $100,000, or imprisonment in the penitentiary for not more than 10 years, or both.</text> </level> <level label="d"> <text>Any officer, director, controlling person, agent, or employee of an association who makes a loan for his own use and benefit with an attempt to conceal that from the Division of Savings and Loan Associations, upon conviction, shall be fined not more than $100,000, or imprisoned in the penitentiary for not more than 10 years, or both.</text> </level> <level label="e"> <text>Any officer, director, controlling person, agent, or employee connected in any capacity with an association who makes a false statement to an employee or agent of the Division of Savings and Loan Associations with the intent to deceive, upon conviction, shall be fined not more than $100,000, or imprisoned in the penitentiary for not more than 10 years, or both.</text> </level> <level label="f"> <text>Any person who aids or abets any other person in the violation of the provisions of this title or Title 8 of this article as described in subsections (b), (c), (d), and (e) of this section, upon conviction, shall be fined not more than $10,000, or imprisoned in the penitentiary for not more than 1 year, or both.</text> </level> <level label="g"> <text>The Division Director shall furnish to the Attorney General, or the proper prosecuting attorney, information obtained by the Division Director evidencing a violation of the laws relating to savings and loan associations and related entities.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-914" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <level label="a"> <text>A controlling person, officer, or director may not withdraw funds or cause his funds or those of his immediate family or any other depositor to be withdrawn knowing that due to financial difficulties the association is about to suspend operations or go into conservatorship, receivership, reorganization, or liquidation.</text> </level> <level label="b"> <text>Any controlling person, officer, or director who violates subsection (a) of this section, upon conviction, shall:</text> <level label="1"> <text>Be sentenced to imprisonment in the penitentiary for not more than 10 years;</text> </level> <level label="2"> <text>Be fined not more than $100,000; and</text> </level> <level label="3"> <text>Make full restitution.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-915" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <level label="a"> <text>In any appeal of an order of the Division Director under this title or Title 8 of this article, the Division Director shall be considered a party and has the right to appeal any decision to the Appellate Court of Maryland or petition the Supreme Court of Maryland for a writ of certiorari.</text> </level> <level label="b"> <text>Whether or not a hearing has been held on an order issued by the Division Director, the scope of judicial review of an appeal of an order of the Division Director shall be the same as provided in § 10–215 of the State Government Article.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-916" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <text>Notwithstanding any provision of law, a savings and loan association, holding company, or subsidiary may not indemnify any person who is fined under any criminal penalty provision of this title or Title 8 of this article or subject to any civil penalty under this title or Title 8 of this article.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-917" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <text>In the interpretation and construction of this title and Title 8 of this article:</text> <level label="1"> <text>A reference to a statute or to a regulation issued by a government agency includes the statute or regulation with all amendments and supplements to the statute and any new statute or regulation substituted for such statute or regulation, as in force at the time of application of the provision in which such reference is made, unless the specific language or the context of the reference clearly includes only the statute or regulation as in force on the effective date of this section.</text> </level> <level label="2"> <level label="i"> <text>A power of an association provided in this title and Title 8 of this article that is subject to regulation of the Division Director may be exercised, subject to the provisions of this title and Title 8 of this article, in the absence of such regulation.</text> </level> <level label="ii"> <text>A power of an association provided in this title and Title 8 of this article that is subject to approval of the Division Director may not be exercised in the absence of such written approval.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-918" title_number="9" title_name="Savings and Loan Associations" subtitle_number="9" subtitle_name="Miscellaneous"> <text>On June 1, 1992 any savings and loan association that is chartered under the provisions of this title shall be placed in receivership in accordance with § 9-708 of this title.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-1001" title_number="9" title_name="Savings and Loan Associations" subtitle_number="10" subtitle_name="Regional Reciprocal Interstate Savings and Loan Acquisitions"> <level label="a"> <text>In this subtitle the following words have the meanings indicated.</text> </level> <level label="b"> <text>“Acquire” means:</text> <level label="1"> <text>To merge or consolidate one savings and loan association with another savings and loan association or one savings and loan holding company with another savings and loan holding company;</text> </level> <level label="2"> <text>For a savings and loan association or savings and loan holding company to assume direct or indirect ownership or control of voting shares of another savings and loan association or savings and loan holding company if, after assumption of ownership or control, the 1st savings and loan association or savings and loan holding company directly or indirectly owns or controls more than 5 percent of any class of voting shares of the other savings and loan association or savings and loan holding company;</text> </level> <level label="3"> <text>For a savings and loan association or savings and loan holding company to assume directly or indirectly ownership or control of all or substantially all of the assets of another savings and loan association or savings and loan holding company; or</text> </level> <level label="4"> <text>To take any other action that results in direct or indirect control by a savings and loan association or savings and loan holding company of another savings and loan association or savings and loan holding company.</text> </level> </level> <level label="c"> <level label="1"> <text>“Control” means:</text> <level label="i"> <text>For a person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, to own, control, or hold with power to vote, or to hold proxies representing, more than 5 percent of the voting shares of a savings and loan association, or to control in any manner the election of a majority of the directors of a savings and loan association;</text> </level> <level label="ii"> <text>For a person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, to own, control, or hold with power to vote, or to hold proxies representing more than 5 percent of the voting shares or rights of another company, or to control in any manner the election or appointment of a majority of the directors or trustees of another company, or to be a general partner in or have contributed more than 25 percent of the capital of another company; or</text> </level> <level label="iii"> <text>For a person to be a trustee of a trust.</text> </level> </level> <level label="2"> <text>A person shall be deemed to have control over a savings and loan association or any other company if the Division Director determines, after reasonable notice and opportunity for hearing, that the person directly or indirectly exercises a controlling influence over the management or policies of the savings and loan association or other company.</text> </level> </level> <level label="d"> <level label="1"> <text>“Deposit” means any demand, negotiable order of withdrawal, time certificate, or savings deposit or savings share account made by an individual, corporation, partnership, State or federal governmental unit, or any other organization, without regard to the location of the depositor, except:</text> <level label="i"> <text>A deposit by a savings and loan association; or</text> </level> <level label="ii"> <text>A deposit by a foreign government or foreign official institution.</text> </level> </level> <level label="2"> <text>The amount of deposits shall be determined by reference to regulatory reports made by or to State or federal regulatory authorities.</text> </level> </level> <level label="e"> <level label="1"> <text>“Deposit–taking office” means any savings and loan association, branch of a savings and loan association, or any other fixed location where a savings and loan association accepts deposits.</text> </level> <level label="2"> <text>“Deposit–taking office” does not include:</text> <level label="i"> <text>An unmanned automatic teller machine, point of sale terminal, or other similar unmanned electronic banking facility at which deposits may be accepted;</text> </level> <level label="ii"> <text>A fixed location established for the purposes of loan production or representation;</text> </level> <level label="iii"> <text>Any other fixed location where deposits are not accepted; or</text> </level> <level label="iv"> <text>A fixed location outside the United States.</text> </level> </level> </level> <level label="f"> <text>“Interstate association” means an out–of–state association:</text> <level label="1"> <text>That is not chartered under the laws of the United States; and</text> </level> <level label="2"> <text>That has deposit–taking offices in Maryland.</text> </level> </level> <level label="g"> <level label="1"> <text>“Maryland association” means:</text> <level label="i"> <text>A savings and loan association organized under this title; or</text> </level> <level label="ii"> <text>A savings and loan association or savings bank organized under the laws of the United States or of another state that has more than 80 percent of the total deposits of its deposit–taking offices held by deposit–taking offices located in Maryland.</text> </level> </level> <level label="2"> <text>“Maryland association” does not include any savings and loan association acquired under Title 5, Subtitle 11 of this article.</text> </level> </level> <level label="h"> <text>“Maryland savings and loan holding company” means a savings and loan holding company:</text> <level label="1"> <text>That has its principal place of business in this State;</text> </level> <level label="2"> <text>That has more than 80 percent of the total deposits of savings and loan association subsidiaries held by savings and loan association subsidiaries, other than savings and loan association subsidiaries acquired by it in accordance with § 9–1005(b)(2) of this subtitle, located within the region; and</text> </level> <level label="3"> <text>That is not controlled by a savings and loan holding company other than a Maryland savings and loan holding company.</text> </level> </level> <level label="i"> <text>“Out–of–state association” means a savings and loan association other than a Maryland association:</text> <level label="1"> <text>That has its principal place of business in a jurisdiction within the region that allows acquisition on a reciprocal basis;</text> </level> <level label="2"> <text>That has more than 80 percent of the total deposits of its deposit–taking offices held by deposit–taking offices located within the region, excluding for purposes of applying this 80 percent requirement deposits in deposit–taking offices acquired by it in accordance with § 9–1005(b)(2) of this subtitle; and</text> </level> <level label="3"> <text>That is not controlled by a savings and loan holding company other than an out–of–state savings and loan holding company.</text> </level> </level> <level label="j"> <text>“Out–of–state savings and loan holding company” means a savings and loan holding company other than a Maryland savings and loan holding company:</text> <level label="1"> <text>That has its principal place of business in a jurisdiction within the region that allows acquisition on a reciprocal basis;</text> </level> <level label="2"> <text>That has more than 80 percent of the total deposits of savings and loan association subsidiaries held by savings and loan association subsidiaries located within the region, excluding for purposes of applying this 80 percent requirement deposits in savings and loan association subsidiaries acquired by it in accordance with § 9–1005(b)(2) of this subtitle; and</text> </level> <level label="3"> <text>That is not controlled by a savings and loan holding company other than an out–of–state savings and loan holding company.</text> </level> </level> <level label="k"> <text>“Principal place of business”:</text> <level label="1"> <text>Of a savings and loan association, means the jurisdiction in which the total deposits of the savings and loan association are the greatest; and</text> </level> <level label="2"> <text>Of a savings and loan holding company, means the jurisdiction in which the total deposits of savings and loan association subsidiaries of the savings and loan holding company are the greatest.</text> </level> </level> <level label="l"> <text>“Reciprocal basis” means that, in conjunction with the laws of this State:</text> <level label="1"> <text>The laws of the jurisdiction where the out–of–state association or out–of–state savings and loan holding company has its principal place of business permit Maryland associations and Maryland savings and loan holding companies to acquire savings and loan associations and savings and loan holding companies in that jurisdiction; and</text> </level> <level label="2"> <text>The laws of the jurisdiction where the out–of–state association or out–of–state savings and loan holding company has its principal place of business permit the out–of–state association or out–of–state savings and loan holding company to be acquired by the Maryland association or Maryland savings and loan holding company sought to be acquired.</text> </level> </level> <level label="m"> <text>“Region” means the states of Alabama, Arkansas, Delaware, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia, and West Virginia, and the District of Columbia.</text> </level> <level label="n"> <text>“Savings and loan association”:</text> <level label="1"> <text>Means a corporation that is chartered under the laws of the United States or any state as a savings and loan association, building association, or savings bank, whether organized as a capital stock association or a mutual association; and</text> </level> <level label="2"> <text>Does not include a savings bank organized under Title 4 of this article.</text> </level> </level> <level label="o"> <text>“Savings and loan holding company” means a company that controls a savings and loan association or controls any other company which is a savings and loan holding company.</text> </level> <level label="p"> <text>“Subsidiary” means a company that a savings and loan association or savings and loan holding company controls.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1002" title_number="9" title_name="Savings and Loan Associations" subtitle_number="10" subtitle_name="Regional Reciprocal Interstate Savings and Loan Acquisitions"> <level label="a"> <text>This subtitle sets forth the conditions under which an out-of-state association or out-of-state savings and loan holding company may acquire a Maryland association, a Maryland savings and loan holding company, an interstate association, or an out-of-state savings and loan holding company having a Maryland association subsidiary.</text> </level> <level label="b"> <text>This subtitle does not authorize any acquisition other than an acquisition by an out-of-state association or an out-of-state savings and loan holding company.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1003" title_number="9" title_name="Savings and Loan Associations" subtitle_number="10" subtitle_name="Regional Reciprocal Interstate Savings and Loan Acquisitions"> <level label="a"> <level label="1"> <text>An out-of-state savings and loan holding company not having a Maryland association subsidiary is authorized to acquire a Maryland association, a Maryland savings and loan holding company, an interstate association, or an out-of-state savings and loan holding company having a Maryland association subsidiary, if the out-of-state savings and loan holding company and entity being acquired:</text> <level label="i"> <text>Comply with all applicable provisions of § 9-216 of this title;</text> </level> <level label="ii"> <text>Comply with all applicable provisions of Title 3, Subtitle 6 of the Corporations and Associations Article;</text> </level> <level label="iii"> <text>File an application for approval with the Division Director containing information the Division Director may by regulation require;</text> </level> <level label="iv"> <text>Submit with the application:</text> <level label="1"> <text>The designation of a resident of this State as the applicant’s agent for the service of any paper, notice, or legal process on the applicant in connection with matters arising out of this subtitle; and</text> </level> <level label="2"> <text>A filing fee of $5,000; and</text> </level> </level> <level label="v"> <text>Receive approval of the acquisition from the Division Director.</text> </level> </level> <level label="2"> <text>The Division Director may not grant approval of an acquisition under this subsection unless the Division Director shall find:</text> <level label="i"> <text>The laws of the jurisdiction where the out-of-state savings and loan holding company has its principal place of business permit Maryland savings and loan holding companies to acquire savings and loan associations and savings and loan holding companies in that jurisdiction;</text> </level> <level label="ii"> <text>The laws of the jurisdiction where the out-of-state savings and loan holding company has its principal place of business permit the out-of-state savings and loan holding company to be acquired by the Maryland association, Maryland savings and loan holding company, or interstate association sought to be acquired;</text> </level> <level label="iii"> <text>The out-of-state savings and loan holding company seeks to acquire:</text> <level label="1"> <text>A Maryland association that has been in existence and continuously operated for more than 4 years;</text> </level> <level label="2"> <text>An interstate association that has deposit-taking offices which have been continuously operated in Maryland for more than 4 years; or</text> </level> <level label="3"> <text>A Maryland savings and loan holding company or an out-of-state savings and loan holding company in which:</text> </level> <level label="A"> <text>All Maryland association subsidiaries have been in existence and continuously operated for more than 4 years; and</text> </level> <level label="B"> <text>All interstate association subsidiaries have deposit-taking offices that have been continuously operated in Maryland for more than 4 years;</text> </level> </level> <level label="iv"> <text>The acquisition is subject to any additional conditions, restrictions, requirements, or other limitations, including without limitation any longevity requirements, that apply to the acquisition by a Maryland association or a Maryland savings and loan holding company of a savings and loan association or savings and loan holding company in the jurisdiction where the out-of-state savings and loan holding company has its principal place of business but do not apply to acquisitions by savings and loan associations, all of whose deposit-taking offices, and savings and loan holding companies all of whose savings and loan association subsidiaries, are located in that jurisdiction; and</text> </level> <level label="v"> <text>If necessary to apply the test required by subparagraph (ii) of this paragraph, a Maryland association shall be treated as if it were a Maryland savings and loan holding company.</text> </level> </level> <level label="3"> <text>In deciding whether to approve an acquisition under subsection (a) of this section, the Division Director shall consider:</text> <level label="i"> <text>The financial and managerial resources of the out-of-state savings and loan holding company;</text> </level> <level label="ii"> <text>The future prospects of the Maryland association, Maryland savings and loan holding company, interstate association, or Maryland subsidiary of an out-of-state savings and loan holding company that will be acquired;</text> </level> <level label="iii"> <text>The financial history and future prospects of the out-of-state savings and loan holding company;</text> </level> <level label="iv"> <text>Whether the acquisition may result in an undue concentration of resources or substantial reduction of competition in this State; and</text> </level> <level label="v"> <text>Initial capital investments, loan policy, investment policy, dividend policy, and the general plan of business, including the cost of services to be offered.</text> </level> </level> <level label="4"> <text>When considering loan policy and the general plan of business under paragraph (3)(v) of this subsection, the Division Director shall:</text> <level label="i"> <text>Consider specific steps that will be taken to meet the home financing needs of individuals in the community to be served, including low and moderate income residents consistent with safe and sound operation of the institution; and</text> </level> <level label="ii"> <text>Assess the record, if any, of the applicant in meeting the credit needs of the communities served in the past, including low and moderate income residents, consistent with the safe and sound operation of the institution.</text> </level> </level> </level> <level label="b"> <level label="1"> <text>An out-of-state savings and loan holding company having a Maryland association subsidiary, a Maryland savings and loan holding company subsidiary, or an interstate association subsidiary is authorized to acquire another Maryland association, Maryland savings and loan holding company, interstate association, or out-of-state savings and loan holding company having a Maryland association subsidiary upon approval by the Division Director.</text> </level> <level label="2"> <text>The Division Director may not grant approval of an acquisition under this subsection unless the Division Director shall find that the out-of-state savings and loan holding company seeks to acquire:</text> <level label="i"> <text>A Maryland association that has been in existence and continuously operated for more than 4 years;</text> </level> <level label="ii"> <text>An interstate association that has deposit-taking offices which have been continuously operated in Maryland for more than 4 years; or</text> </level> <level label="iii"> <text>A Maryland savings and loan holding company or an out-of-state savings and loan holding company in which:</text> <level label="1"> <text>All Maryland association subsidiaries have been in existence and continuously operated for more than 4 years; and</text> </level> <level label="2"> <text>All interstate association subsidiaries have deposit-taking offices which have been continuously operated in Maryland for more than 4 years.</text> </level> </level> </level> <level label="3"> <text>The approval by the Division Director shall be subject to:</text> <level label="i"> <text>The laws and regulations applicable to the acquisitions of Maryland associations and Maryland savings and loan holding companies by a savings and loan holding company all of whose savings and loan association subsidiaries are located in this State; and</text> </level> <level label="ii"> <text>Any additional conditions, restrictions, requirements, or other limitations, including without limitation any longevity requirements, that apply to the acquisition by a Maryland savings and loan holding company of a savings and loan association or savings and loan holding company in the jurisdiction where the out-of-state savings and loan holding company has its principal place of business, but do not apply to acquisitions by savings and loan holding companies all of whose savings and loan association subsidiaries are located in that jurisdiction.</text> </level> </level> </level> <level label="c"> <text>If the acquisition has otherwise been approved under this subtitle, this section does not prohibit the acquisition by an out-of-state association or out-of-state savings and loan holding company of all or substantially all of the shares of a savings and loan association organized solely to facilitate the acquisition of a savings and loan association that has been in existence and continuously operated for more than 4 years.</text> </level> <level label="d"> <text>The period of existence of any deposit-taking institution which has merged into, consolidated with, converted into, transferred all or substantially all of its assets to, or been a party to any other form of a corporate reorganization with another savings and loan association shall be included in the period of existence and continuous operation of the successor Maryland association for purposes of satisfying the longevity requirements of this section.</text> </level> <level label="e"> <text>The Division Director may approve the acquisition of a Maryland savings and loan association or a Maryland savings and loan holding company only if all of the association subsidiaries of the out-of-state holding company which will be located in Maryland, or which will have deposit-taking offices in Maryland after the proposed acquisition takes place, will be organized under the laws of the United States.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1004" title_number="9" title_name="Savings and Loan Associations" subtitle_number="10" subtitle_name="Regional Reciprocal Interstate Savings and Loan Acquisitions"> <level label="a"> <level label="1"> <text>An out-of-state association that has not acquired a Maryland association or an interstate association is authorized to acquire a Maryland association or an interstate association, if the out-of-state association and entity being acquired:</text> <level label="i"> <text>Comply with all applicable provisions of § 9-216 of this title;</text> </level> <level label="ii"> <text>Comply with all applicable provisions of Subtitle 6 of this title;</text> </level> <level label="iii"> <text>Comply with all applicable provisions of Title 3, Subtitle 6 of the Corporations and Associations Article;</text> </level> <level label="iv"> <text>File an application for approval with the Division Director containing information the Division Director may by regulation require;</text> </level> <level label="v"> <text>Submit with the application:</text> <level label="1"> <text>The designation of a resident of this State as the applicant’s agent for the service of any paper, notice, or legal process on the applicant in connection with matters arising out of this subtitle; and</text> </level> <level label="2"> <text>A filing fee of $5,000; and</text> </level> </level> <level label="vi"> <text>Receive approval of the acquisition from the Division Director.</text> </level> </level> <level label="2"> <text>The Division Director may not grant approval of an acquisition under this subsection unless the Division Director shall find:</text> <level label="i"> <text>The laws of the jurisdiction where the out-of-state association has its principal place of business permit Maryland associations to acquire savings and loan associations in that jurisdiction;</text> </level> <level label="ii"> <text>The laws of the jurisdiction where the out-of-state association has its principal place of business permit the out-of-state association to be acquired by the Maryland association sought to be acquired;</text> </level> <level label="iii"> <text>The out-of-state association seeks to acquire:</text> <level label="1"> <text>A Maryland association that has been in existence and continuously operated for more than 4 years; or</text> </level> <level label="2"> <text>An interstate association that has deposit-taking offices which have been continuously operated in Maryland for more than 4 years; and</text> </level> </level> <level label="iv"> <text>The acquisition is subject to any additional conditions, restrictions, requirements, or other limitations, including without limitation any longevity requirements, that apply to the acquisition by a Maryland association of a savings and loan association in the jurisdiction where the out-of-state association has its principal place of business, but do not apply to acquisitions by savings and loan associations, all of whose deposit-taking offices are located in that jurisdiction.</text> </level> </level> <level label="3"> <text>In deciding whether to approve an acquisition under subsection (a) of this section, the Division Director shall consider:</text> <level label="i"> <text>The financial and managerial resources of the out-of-state association;</text> </level> <level label="ii"> <text>The future prospects of the Maryland association or interstate association that will be acquired;</text> </level> <level label="iii"> <text>The financial history and future prospects of the out-of-state association;</text> </level> <level label="iv"> <text>Whether the acquisition may result in an undue concentration of resources or substantial reduction of competition in this State; and</text> </level> <level label="v"> <text>Initial capital investments, loan policy, investment policy, dividend policy, and the general plan of business, including the cost of services to be offered.</text> </level> </level> <level label="4"> <text>When considering loan policy and the general plan of business under paragraph (3)(v) of this subsection, the Division Director shall:</text> <level label="i"> <text>Consider specific steps that will be taken to meet the home financing needs of individuals in the community to be served, including low and moderate income residents consistent with safe and sound operation of the institution; and</text> </level> <level label="ii"> <text>Assess the record, if any, of the applicant in meeting the credit needs of the communities served in the past, including low and moderate income residents, consistent with the safe and sound operation of the institution.</text> </level> </level> </level> <level label="b"> <level label="1"> <text>An out-of-state association having a Maryland association subsidiary or an interstate association is authorized to acquire another Maryland association or interstate association upon approval by the Division Director.</text> </level> <level label="2"> <text>The Division Director may not grant approval of an acquisition under this subsection unless the Division Director shall find that the out-of-state association seeks to acquire:</text> <level label="i"> <text>A Maryland association that has been in existence and continuously operated for more than 4 years; or</text> </level> <level label="ii"> <text>An interstate association that has deposit-taking offices which have been continuously operated in Maryland for more than 4 years.</text> </level> </level> <level label="3"> <text>The approval by the Division Director shall be subject to:</text> <level label="i"> <text>The laws and regulations applicable to the acquisitions of Maryland associations by Maryland associations; and</text> </level> <level label="ii"> <text>Any additional conditions, restrictions, requirements, or other limitations, including without limitation any longevity requirements, that apply to the acquisition by a Maryland association of a savings and loan association in the jurisdiction where the out-of-state association has its principal place of business, but do not apply to acquisitions by out-of-state associations all of whose deposit-taking offices are located in that jurisdiction.</text> </level> </level> </level> <level label="c"> <text>If the acquisition has otherwise been approved under this subtitle, this section does not prohibit the acquisition by an out-of-state association of all or substantially all of the shares of a savings and loan association organized solely to facilitate the acquisition of a savings and loan association that has been in existence and continuously operated for more than 4 years.</text> </level> <level label="d"> <text>The period of existence of any deposit-taking institution which has merged into, consolidated with, converted into, transferred all or substantially all of its assets to, or been a party to any other form of a corporate reorganization with another savings and loan association shall be included in the period of existence and continuous operation of the successor Maryland association for purposes of satisfying the longevity requirements of this section.</text> </level> <level label="e"> <text>The Division Director may approve the acquisition of a Maryland savings and loan association or a Maryland savings and loan holding company only if all of the association subsidiaries of the out-of-state holding company which will be located in Maryland, or which will have deposit-taking offices in Maryland after the proposed acquisition takes place, will be organized under the laws of the United States.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1005" title_number="9" title_name="Savings and Loan Associations" subtitle_number="10" subtitle_name="Regional Reciprocal Interstate Savings and Loan Acquisitions"> <level label="a"> <text>Except as expressly permitted by federal law or Title 5, Subtitle 11 of this article, a savings and loan association or savings and loan holding company that is not a Maryland association, an interstate association, an out–of–state association, a Maryland savings and loan holding company, or an out–of–state savings and loan holding company may not acquire a Maryland association, a Maryland savings and loan holding company, an interstate association, or an out–of–state savings and loan holding company having a Maryland association subsidiary.</text> </level> <level label="b"> <level label="1"> <text>Except as provided in paragraph (2) of this subsection, if a Maryland association, interstate association, Maryland savings and loan holding company, or out–of–state savings and loan holding company ceases to be a Maryland association, interstate association, Maryland savings and loan holding company, or out–of–state savings and loan holding company, as defined in this subtitle, the association or savings and loan holding company shall, within 2 years, divest itself of all deposit–taking offices in Maryland, Maryland associations, and Maryland savings and loan holding companies.</text> </level> <level label="2"> <text>A Maryland association, an interstate association, a Maryland savings and loan holding company, or an out–of–state savings and loan holding company may not be required to divest its deposit–taking offices in Maryland, Maryland associations, or Maryland savings and loan holding companies if:</text> <level label="i"> <text>An institution in another jurisdiction not within the region is acquired under § 116 or § 123 of the Garn–St. Germain Depository Institutions Act of 1982, as amended or 12 U.S.C. § 1823(f);</text> </level> <level label="ii"> <text>A savings and loan association or savings and loan holding company having deposit–taking offices in a jurisdiction other than within the region is acquired in the regular course of securing or collecting a debt previously contracted in good faith, and the savings and loan association or savings and loan holding company divests the securities or assets acquired within 2 years of the date of acquisition; or</text> </level> <level label="iii"> <text>An increase in deposits in deposit–taking offices or in savings and loan association subsidiaries not within the region is not the result of an acquisition of a savings and loan association or savings and loan holding company.</text> </level> </level> </level> <level label="c"> <text>Any acquisition which would result in an association chartered under this title, or under the laws of any other state, having a deposit–taking office in Maryland is prohibited.</text> </level> <level label="d"> <level label="1"> <text>The Division Director may enforce the provisions of this section through the imposition of penalties up to $500 per day each day the violation continues to exist, the issuance of cease and desist orders under § 8–401 of this article, and any other remedies as are provided by law.</text> </level> <level label="2"> <text>In determining the amount of financial penalty to be imposed, the Division Director shall consider the following:</text> <level label="i"> <text>The seriousness of the violation;</text> </level> <level label="ii"> <text>The good faith of the violator;</text> </level> <level label="iii"> <text>The violator’s history of previous violations;</text> </level> <level label="iv"> <text>The deleterious effect of the violation on the public and the savings and loan industry; and</text> </level> <level label="v"> <text>The assets of the violator.</text> </level> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1006" title_number="9" title_name="Savings and Loan Associations" subtitle_number="10" subtitle_name="Regional Reciprocal Interstate Savings and Loan Acquisitions"> <level label="a"> <text>An interstate association or an out–of–state savings and loan holding company that controls a Maryland association, a Maryland savings and loan holding company, an interstate association, or an out–of–state savings and loan holding company having a Maryland association subsidiary shall be subject to and be entitled to the benefits of those laws of this State and to the rules of its units relating to the acquisition, ownership, and operation of deposit–taking offices in Maryland, Maryland associations, and Maryland savings and loan holding companies.</text> </level> <level label="b"> <text>An interstate association or an out–of–state savings and loan holding company that controls a Maryland association, a Maryland savings and loan holding company, an interstate association, or an out–of–state savings and loan holding company having a Maryland association subsidiary shall:</text> <level label="1"> <text>File with the Division Director copies of all regular and periodic reports that the savings and loan association or savings and loan holding company is required to file under § 13 or § 15(d) of the Securities Exchange Act of 1934, as amended, excluding any portions not required to be made available to the public;</text> </level> <level label="2"> <text>Within 30 days of adoption, file with the Division Director a copy of its most recently adopted federal Community Reinvestment Act statement; and</text> </level> <level label="3"> <text>File with the Division Director any other information the Division Director shall require by regulation, including the items required under the minimum reporting standards specified under § 9–1008(d) of this subtitle.</text> </level> </level> <level label="c"> <text>Within 30 days of receipt, the association or holding company shall submit to the Division Director a copy of the public portion of its most recent Community Reinvestment Act performance evaluation prepared by the federal regulatory agency that examines the association or holding company, together with a copy of any written response to the evaluation prepared by the association or holding company for its public Community Reinvestment Act file.</text> </level> <level label="d"> <text>The Division Director shall promptly notify the General Assembly as provided under § 2–1257 of the State Government Article, and the Department of Legislative Services of any interstate association or out–of–state savings and loan holding company that controls a Maryland association, an interstate association, a Maryland savings and loan holding company, or an out–of–state savings and loan holding company wishing to acquire or having acquired a Maryland association subsidiary that fails to, or refuses to, submit information as required in this section.</text> </level> <level label="e"> <level label="1"> <text>Upon request, the Division Director shall make available to the public a copy of the documents submitted under subsections (b) and (c) of this section.</text> </level> <level label="2"> <text>The Division Director may charge a reasonable fee to a person requesting a copy to help defray the costs of providing copies of the documents to the public.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1007" title_number="9" title_name="Savings and Loan Associations" subtitle_number="10" subtitle_name="Regional Reciprocal Interstate Savings and Loan Acquisitions"> <level label="a"> <text>The Division Director may enter into cooperative agreements with any other savings and loan regulatory unit to facilitate the regulation of savings and loan associations and savings and loan holding companies doing business in this State.</text> </level> <level label="b"> <text>The Division Director may accept reports of examinations and other records from any other unit instead of conducting its own examinations of interstate associations and associations controlled by savings and loan holding companies located in other jurisdictions.</text> </level> <level label="c"> <text>The Division Director may take any action jointly with any other regulatory unit having concurrent jurisdiction over savings and loan associations and savings and loan holding companies in this State or may take action independently to carry out the responsibilities of the Division Director.</text> </level> <level label="d"> <text>The Division Director may adopt regulations necessary to carry out the provisions of this subtitle.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1008" title_number="9" title_name="Savings and Loan Associations" subtitle_number="10" subtitle_name="Regional Reciprocal Interstate Savings and Loan Acquisitions"> <level label="a"> <text>It is the purpose of this subtitle to permit orderly development of savings and loan association operations on a regional reciprocal basis. It is not the purpose of this subtitle to authorize interstate savings and loan association operations on any basis other than as provided in this subtitle.</text> </level> <level label="b"> <text>Except as provided in subsection (c) of this section, if any of the provisions of this subtitle relating to the terms, conditions, and limitations under which interstate acquisitions of Maryland associations, interstate associations, Maryland savings and loan holding companies, and out–of–state savings and loan holding companies having Maryland association subsidiaries are permitted are declared invalid for any reason by any state or federal court of competent jurisdiction and if the action of the court would substantially impair the purpose of this subtitle, then on the entry of a final nonappealable order or the expiration of time for appeal, this subtitle shall be null and void in its entirety and shall cease to be of any force or effect from the effective date of the order or the expiration of the time for appeal.</text> </level> <level label="c"> <text>Any transaction that has been lawfully approved under this subtitle prior to a determination of invalidity under subsection (b) of this section shall be unaffected by a determination of invalidity.</text> </level> <level label="d"> <level label="1"> <text>The Division Director shall closely monitor the results of regional savings and loan operations and report to the General Assembly, as provided under § 2–1257 of the State Government Article, and the Department of Legislative Services on October 1 of each year, on the effects of regional reciprocal savings and loan operations.</text> </level> <level label="2"> <text>The report shall include at a minimum:</text> <level label="i"> <text>Initial or proposed capital investments, loan policies, investment policies, dividend policies, and the general plan of business, including the cost of services that are offered by any interstate association or any savings and loan holding company operating in Maryland or are to be offered by any interstate association or out–of–state savings and loan holding company seeking to operate in Maryland;</text> </level> <level label="ii"> <text>Specific steps taken or proposed to be taken to meet the credit needs of individuals, including low and moderate income residents in the community to be served;</text> </level> <level label="iii"> <text>The financial and managerial resources of the interstate association or out–of–state savings and loan holding company;</text> </level> <level label="iv"> <text>The financial history and future prospects of the interstate association or out–of–state savings and loan holding company;</text> </level> <level label="v"> <text>The resultant concentration of resources and amount of total assets and total deposits to be held by the interstate association or out–of–state savings and loan holding company after a merger or acquisition;</text> </level> <level label="vi"> <text>The impact of regional reciprocal savings and loan association operations on competition;</text> </level> <level label="vii"> <text>The availability of home financing for all groups, including low and moderate income groups;</text> </level> <level label="viii"> <text>The availability of credit for loans;</text> </level> <level label="ix"> <text>Rates charged for credit;</text> </level> <level label="x"> <text>Any fees charged for credit;</text> </level> <level label="xi"> <text>Any other information the Division Director may consider relevant or that the General Assembly may request;</text> </level> <level label="xii"> <text>Number of applications submitted, approved and denied; and</text> </level> <level label="xiii"> <text>The impact of regional savings and loan operations on existing savings and loan associations.</text> </level> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1009" title_number="9" title_name="Savings and Loan Associations" subtitle_number="10" subtitle_name="Regional Reciprocal Interstate Savings and Loan Acquisitions"> <level label="a"> <text>An out-of-state association’s status as an out-of-state association shall not be affected by its conversion from a federal charter to a charter issued by a region jurisdiction, or by conversion from a charter issued by a region jurisdiction to a federal charter, so long as the out-of-state association otherwise continues to qualify as an out-of-state association in accordance with § 9-1001(i) of this subtitle.</text> </level> <level label="b"> <text>An out-of-state association that is not a federally chartered association on and after June 30, 1992 shall divest itself of any deposit-taking offices in Maryland, in accordance with § 9-1006 of this subtitle.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1101" title_number="9" title_name="Savings and Loan Associations" subtitle_number="11" subtitle_name="Mutual Association Conversion to a Credit Union"> <text>In this subtitle, “mutual association” means an association that:</text> <level label="1"> <text>Is a corporation chartered under the laws of the State as a savings and loan association that does not have the authority to issue capital stock;</text> </level> <level label="2"> <text>Is insured by the State of Maryland Deposit Insurance Corporation; and</text> </level> <level label="3"> <text>Has assets of $15,000,000 or less or had total assets of less than $15,000,000 as of May 18, 1985.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1102" title_number="9" title_name="Savings and Loan Associations" subtitle_number="11" subtitle_name="Mutual Association Conversion to a Credit Union"> <text>A mutual association may convert to a credit union if:</text> <level label="1"> <text>Its members approve; and</text> </level> <level label="2"> <text>Approval is granted by:</text> <level label="i"> <text>The Division Director; and</text> </level> <level label="ii"> <text>The Commissioner.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1103" title_number="9" title_name="Savings and Loan Associations" subtitle_number="11" subtitle_name="Mutual Association Conversion to a Credit Union"> <level label="a"> <text>If a mutual association wishes to convert to a credit union, the board of directors of the mutual association shall call a meeting of the members of the mutual association for the purpose of considering the proposal to convert.</text> </level> <level label="b"> <text>The mutual association shall give notice of the meeting as provided in Title 2, Subtitle 5 of the Corporations and Associations Article.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1104" title_number="9" title_name="Savings and Loan Associations" subtitle_number="11" subtitle_name="Mutual Association Conversion to a Credit Union"> <text>A proposed plan of conversion to a credit union shall be approved by a majority vote of the total number of votes eligible to be cast by the members of the mutual association.</text> </section> <section article="gfi" article_name="Financial Institutions" number="9-1105" title_number="9" title_name="Savings and Loan Associations" subtitle_number="11" subtitle_name="Mutual Association Conversion to a Credit Union"> <level label="a"> <text>To convert to a credit union, the mutual association shall deliver to the Commissioner:</text> <level label="1"> <text>A written application for conversion in the form that the Maryland Department of Labor requires;</text> </level> <level label="2"> <text>Any additional exhibits the Department may require;</text> </level> <level label="3"> <text>Any filing fee set by the Department by regulation; and</text> </level> <level label="4"> <text>Its proposed amended articles and bylaws.</text> </level> </level> <level label="b"> <text>Upon receipt of an application to convert, the Commissioner shall examine the mutual association.</text> </level> <level label="c"> <text>The examination shall include, but not be limited to, the following:</text> <level label="1"> <text>The financial history and condition of the mutual association including:</text> <level label="i"> <text>The identification of overvalued assets, undisclosed nonperforming loans, and understated liabilities;</text> </level> <level label="ii"> <text>The identification of assets that may become nonperforming assets upon conversion;</text> </level> <level label="iii"> <text>The identification of loans in default and loans past due over 60 days;</text> </level> <level label="iv"> <text>Review of material litigation affecting the mutual association, and the identification of significant judgments, orders or decrees affecting its financial status; and</text> </level> <level label="v"> <text>Review of mortgage contracts, participating loans, and other commitments; and</text> </level> </level> <level label="2"> <text>The management of the association.</text> </level> </level> <level label="d"> <text>As a condition of approval of an application of conversion, the Commissioner may require a mutual association to have its books and records audited and certified under § 9–502 of this title.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1106" title_number="9" title_name="Savings and Loan Associations" subtitle_number="11" subtitle_name="Mutual Association Conversion to a Credit Union"> <level label="a"> <text>In reviewing an application for conversion, the Commissioner shall determine:</text> <level label="1"> <text>Whether, after conversion, the credit union will be in sound financial condition and will be soundly managed; and</text> </level> <level label="2"> <text>That no person will receive any inequitable gain or advantage by reason of the conversion.</text> </level> </level> <level label="b"> <text>An application for conversion may only be approved if it is found that:</text> <level label="1"> <text>The converting mutual association has met the requirements of Title 6 of this article;</text> </level> <level label="2"> <text>The converting mutual association will qualify for share insurance by the Credit Union Insurance Corporation or the National Credit Union Administration Share Program;</text> </level> <level label="3"> <text>The converting mutual association has credited to the reserve fund 6 percent of its risk assets; and</text> </level> <level label="4"> <text>The public interest will be promoted by allowing the mutual association to convert to a credit union.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1107" title_number="9" title_name="Savings and Loan Associations" subtitle_number="11" subtitle_name="Mutual Association Conversion to a Credit Union"> <level label="a"> <text>On approval of the application for conversion, the applicant shall file an endorsed copy of the application with the State Department of Assessments and Taxation.</text> </level> <level label="b"> <text>The mutual association becomes a credit union when the application and endorsed amended articles and bylaws by the State Department of Assessments and Taxation accepts the application for record.</text> </level> <level label="c"> <text>The credit union shall certify the acceptance of the application and endorsed amended articles and bylaws by the State Department of Assessments and Taxation within 10 days of receiving the acceptance to the Commissioner.</text> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1108" title_number="9" title_name="Savings and Loan Associations" subtitle_number="11" subtitle_name="Mutual Association Conversion to a Credit Union"> <level label="a"> <text>The Commissioner may require any changes to the application or exhibits that the Department considers necessary.</text> </level> <level label="b"> <text>If the application for conversion is denied, the Commissioner shall endorse and date a copy of the application “denied”, return it to the mutual association, and certify this action to the State of Maryland Deposit Insurance Fund Corporation.</text> </level> <level label="c"> <text>If the application for conversion is approved, the Commissioner shall:</text> <level label="1"> <text>Sign, date, and endorse each copy of the application for conversion as “approved”;</text> </level> <level label="2"> <text>Keep and record 1 copy of each endorsed application; and</text> </level> <level label="3"> <text>Certify these actions taken to the share insurer.</text> </level> </level> </section> <section article="gfi" article_name="Financial Institutions" number="9-1109" title_number="9" title_name="Savings and Loan Associations" subtitle_number="11" subtitle_name="Mutual Association Conversion to a Credit Union"> <text>In addition to membership authorized in § 6-302 of this article, a credit union resulting from a conversion under this subtitle may permit individuals who, at the time of conversion, are members, savings account holders, directors, officers, employees, or borrowers of a mutual association, to become members of the resulting credit union.</text> </section>