A savings and loan association shall be organized for the purpose of receiving funds and making loans authorized by this title.

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. The incorporators shall elect a chairman from among themselves.

The name of a savings and loan association: Need not indicate that it is a corporation; Shall contain one of the following phrases or any combination of the words: “Savings association”; “Building association”; “Savings and loan association”; or “Building and loan association”; 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 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.

The articles of incorporation of a savings and loan association shall set forth: The name of the association; The county in which the association’s first principal place of business is to be located; 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; The term for which the association is to exist, which may be perpetual; The name, occupation, citizenship, place of residence, and post office address of each incorporator; The name, occupation, citizenship, place of residence, and post office address of each of the first directors; and If the association is a capital stock association, provisions for the issuance of capital stock. The proposed bylaws of the association shall provide for: The dates of regular meetings of shareholders, if any; The notice of the regular meetings to be given; The qualification of voters and the manner of voting; The manner of calling special meetings; The number of members that constitute a quorum; and The date of the annual meeting; The number of directors and their qualifications, other than those specified in this title; The terms of office of the directors which may not be less than 1 year or more than 3 years; 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 The removal or suspension of directors; The meetings of the board of directors; and The powers and duties of the board of directors; The officers; The manner of election of the officers; The terms of office, duties, and compensation of the officers; and The bonds required of officers; The classes of shares that may be issued; The issuance of shares, whether issued in series or otherwise; The times when shares may be issued; and The matured value of shares; The manner in which evidence of share ownership shall be issued to members; The time and manner of apportioning, crediting, and paying dividends; The conditions upon which shares may be transferred, matured, withdrawn, retired, or suspended and forfeited; and The manner and conditions under which the bylaws may be altered or amended. 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. An association may modify or alter its articles of incorporation or bylaws to be consistent with the model.

To organize as a savings and loan association, the incorporators shall submit to the Division Director: A written application on the form that the Division Director requires; The executed articles of incorporation and a conformed copy; The proposed bylaws; Any other exhibits the Division Director requires; and A filing fee of $1,000.

On receipt of the items listed in § 9-205 of this subtitle, the Division Director shall publish a notice of the filing. The notice shall state that: A public hearing may be held on a date that is at least 30 days and not more than 60 days after the filing; Written protests to the application shall be received no later than 10 days before the scheduled hearing; and If the Division Director does not receive any written protest within the time provided in the notice, the hearing may be canceled. The notice shall be published: 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 In the Maryland Register as provided in the State Documents Law. 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.

The Division Director shall determine from the available information if: The name of the proposed savings and loan association: Is the same as an existing association or so similar to the name of an existing association as to mislead the public; and Complies with § 9-203 of this subtitle; 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; The establishment of the proposed association and its location will promote the public interest; and 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.

The Division Director may require any change in the proposed articles of incorporation or bylaws that the Division Director considers necessary. Not later than 60 days after application, the Division Director shall pass a preliminary order in writing approving or refusing the application to organize. 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. An applicant aggrieved by the final order of the Division Director may appeal under § 8–403 of this article. 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”. If the Division Director approves the articles, the Division Director shall: Return the endorsed, executed articles to the chairman of the incorporators; and Keep the conformed copy. If the Division Director refuses the articles, the Division Director shall return the endorsed, executed articles to the chairman of the incorporators.

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. The Division Director may approve an application seeking incorporation of a newly formed savings and loan association under this title if: 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; The association does not operate as a savings and loan association under this title; and All other requirements set forth in this title and imposed by the Commissioner are satisfied.

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. 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. 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.

In this section, “business” means receiving funds or making loans. A savings and loan association forfeits its charter for nonuse if it: 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 After beginning business, does not engage actively in business during any continuous period of 180 days. 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: Finds there is no just cause for the failure to begin or engage in business; and Directs the savings and loan association to dissolve its business.

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. Articles of amendment shall be filed and approved as required by this subtitle for articles of incorporation, except that: A notice of the filing need not be published; and A filing fee is not required.

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: The Division Director approves the proposed articles of revival; and The charter was forfeited for: Failure to file an annual report with the State Department of Assessments and Taxation; or Nonpayment of taxes. 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.

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.

In this section the following words have the meanings indicated. “Acquire” means to obtain legal or beneficial ownership of shares, or voting rights of shares, whether directly or indirectly, through an intermediary or otherwise. “Beneficial ownership” includes: Ownership by another person who controls, is controlled by, or is under common control with a person; and Ownership by a member of the immediate family. “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. 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. 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: File an application for approval in the form that the Division Director requires; 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 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. 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: 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 The proposed acquisition would be prejudicial to the interests of the depositors, creditors, beneficiaries of fiduciary accounts, or shareholders of the association involved. 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. 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: Approve or disapprove the proposed acquisition; and Give written notice of its decision to the applicant and the association or entity. 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: Transactions between the association involved and the applicant or affiliate of the applicant; Dividends or distributions by the association; or Other matters as the Division Director considers advisable on the basis of the purposes of this title and Title 8 of this article. 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. Approval under this section is not required for an acquisition in the case of either: 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; A merger or consolidation which requires the approval of the Division Director, Commissioner, or the Federal Home Loan Bank Board; 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 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. A person who is not a citizen of the United States may not directly or indirectly acquire control of an association. 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. Any person who violates any provision of this section is liable civilly to any association, entity, shareholder, or other person damaged by the violation.

To organize as a savings and loan association, the chairman of the incorporators shall: Obtain a surety bond as provided in § 9-217 of this subtitle; and Establish: The initial subscription for savings accounts; and The expense fund. In addition to subsection (a) of this section, the incorporators of a capital stock association shall establish an initial subscription account for capital stock. A capital stock association may use its paid-in surplus to provide amounts required for the expense fund. 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.

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: Be in the aggregate amount of the following funds, as may be applicable under § 9-216.1 of this subtitle: Initial subscription for savings accounts; Expense fund; and Initial subscription for capital stock account; Name the Division Director as obligee; Be in the form required by the Division Director; and Guarantee the safekeeping of the amounts collected in the initial accounts: For delivery to the savings and loan association if a certificate of incorporation is issued; or 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.

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.

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. The expense fund shall be used to pay: Organizational expenses; and Operating expenses until earnings are sufficient to pay the operating expenses and any dividends or interest on savings accounts. 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. 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. 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: Liquidation expenses; Creditors; and The withdrawal value of savings accounts. 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.

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.

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.

If the attempt to incorporate a savings and loan association is unsuccessful: 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 The Division Director shall release the surety bond of the chairman of the incorporators when the Director has satisfactory assurance that: All expenses have been paid; and All amounts under item (1) of this section have been refunded.

Notwithstanding any other provision of any law or regulation or any provision of the charter or bylaws of any savings and loan association: 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; 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; 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; A net worth certificate may be convertible into stock of a capital stock association; 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; 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; During any period in which a savings and loan association has any net worth certificate outstanding, the Secretary of Labor may: Increase the number of directors of the savings and loan association by any number and appoint directors to fill any newly created directorship; 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 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 Net worth certificates shall be deemed to be capital of the issuing association for all statutory, regulatory, and accounting purposes. Any person who knowingly submits false information concerning a net worth certificate is guilty of a misdemeanor. 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. Any person who violates this section is liable civilly to any association, entity, shareholder, the State, or other person damaged by the violation.