Code of Virginia

Code of Virginia
Title 6.2. Financial Institutions and Services
8/22/2019

Chapter 11. Savings Institutions.

Article 1. General Provisions.

§ 6.2-1100. Definitions.

As used in this chapter, unless the context requires a different meaning:

"Account" means any account with a savings institution and includes a checking, time, interest, or savings account.

"Association" means a savings and loan association or building and loan association that is authorized by law to accept deposits and to hold itself out to the public as engaged in the savings and loan business.

"Branch office" means an office of a savings institution where, in addition to conducting other business activities of the institution, the institution accepts deposits.

"Federal financial institution" means a financial institution incorporated or organized in accordance with the laws of the United States.

"Federal savings institution" means a savings institution incorporated or organized in accordance with the laws of the United States.

"Financial institution holding company" has the meaning assigned to it in § 6.2-700.

"Foreign savings institution" means a savings institution incorporated under the laws of a state other than the Commonwealth, the principal business office of which is located outside the Commonwealth. "Foreign savings institution" does not include a savings institution incorporated under the laws of the United States.

"Home loan" means a real estate loan the security for which is a lien on real estate comprising a single-family dwelling or a dwelling unit for four or fewer families in the aggregate.

"Insured savings institution" means a savings institution whose accounts are insured by the Federal Deposit Insurance Corporation or other federal insurance agency.

"Liquid assets" means (i) cash on hand; (ii) cash on deposit in Federal Home Loan Banks, Federal Reserve Banks, savings institutions, or in commercial banks that is withdrawable upon not more than 30 days' notice and that is not pledged as security for indebtedness; (iii) the liquid asset fund of the United States League of Saving Institutions; (iv) obligations of, or obligations that are fully guaranteed as to principal and interest by, the United States; or (v) any other asset that the Commissioner designates as a liquid asset. Any deposits in financial institutions under the control or in the possession of any supervisory authority are not liquid assets.

"Main office" means the office where a savings institution first commences to do business or, if the savings institution has more than one office, the office designated by the institution's board of directors as the institution's main office.

"Manufactured building" means a manufactured home or other structure designed for use as a dwelling or business facility that is manufactured and assembled at a location other than the site where such manufactured home or other structure is placed for use as a dwelling or business facility, or both.

"Member" means a person (i) holding a savings account of a mutual association, (ii) borrowing from a mutual association, (iii) assuming or obligated upon a loan or interest therein held by a mutual association, or (iv) purchasing real estate securing a loan or interest therein held by a mutual association. "Member" includes such persons with a joint and survivorship or other multiple owner or borrower relationship, which persons shall constitute a single membership for purposes of this chapter.

"Mutual association" means an association that is organized and operated exclusively for the benefit of its members and that does not issue shares of capital stock.

"Mutual savings institution" means a savings institution that is organized and operated exclusively for the benefit of its members and that does not issue shares of capital stock.

"Real estate loan" means:

1. A loan on the security of any instrument, whether a mortgage, deed of trust, or land contract, that makes the interest in real estate described therein, whether in fee or in a leasehold or subleasehold extending or renewable automatically or at the option of the holder, or at the option of the savings institution, for a period of at least 10 years beyond the maturity of the loan, specific security for the payment of the obligations secured by the instrument; or

2. A loan, or interest therein, secured by cooperative housing units on the security of (i) a security interest in the stock or membership certificate issued to a tenant-stockholder or resident member of a cooperative housing corporation, as defined in § 13.1-501, coupled with (ii) the assignment by way of security of the borrower's interest in the proprietary lease or other right of tenancy in the property owned by such corporation.

"Savings account" means an interest-bearing account not subject to withdrawal by check or other negotiable instrument.

"Savings bank" means a savings institution specifically chartered under the laws of the Commonwealth, another state or a territory of the United States, the District of Columbia, or the United States as a savings bank. The term savings bank does not include a savings and loan association or building and loan association.

"Savings institution" means a savings and loan association, a building and loan association, or savings bank, whether organized as a capital stock corporation or a nonstock corporation, that is authorized by law to accept deposits and to hold itself out to the public as engaged in the savings institution business.

"Savings institution holding company" means any person who, directly or indirectly, or acting in concert with one or more other companies or with one or more subsidiaries or affiliates, acquires, owns, controls or holds with power to vote 25 percent or more of the voting shares of a stock savings institution, or which controls in any manner the election of a majority of the directors of such institution.

"Service corporation" means a stock corporation, all of the stock of which is owned (i) directly by one or more savings institutions or (ii) indirectly through a subsidiary or subsidiaries of one or more savings institutions.

"State association" means an association incorporated under the laws of the Commonwealth.

"State bank" means a bank incorporated under the laws of the Commonwealth and that has its principal business office in the Commonwealth.

"State savings bank" means a savings bank organized and incorporated under the provisions of this chapter. A state savings bank shall not be subject to the provisions of this chapter applicable only to state associations.

"State savings institution" means a savings institution incorporated under the laws of the Commonwealth.

"Stock association" means an association that issues shares of capital stock.

"Stock institution" means a savings institution that issues shares of capital stock.

"Withdrawal value" means the amount credited to an account less lawful deductions therefrom, as shown by the records of the savings institution.

Code 1950, §§ 6-201.4, 6-201.5; 1960, c. 402; 1966, c. 584, 6.1-129, 6.1-130; 1970, c. 396; 1972, c. 796, § 6.1-195.4; 1975, c. 73; 1978, c. 14; 1980, c. 350; 1982, cc. 80, 224, § 6.1-195.57:1; 1985, c. 425, §§ 6.1-194.2, 6.1-194.40, 6.1-194.87; 1986, c. 500; 1988, c. 536; 1990, c. 3; 1991, cc. 228, 230, §§ 6.1-194.110, 6.1-194.131; 1996, cc. 16, 26; 1999, c. 77; 2010, c. 794.

§ 6.2-1101. Construction and application of chapter.

A. It is the intention of the General Assembly that this chapter shall be liberally construed to effect the purposes set out herein.

B. The provisions of this chapter shall apply to federal savings institutions and foreign savings institutions doing business in the Commonwealth insofar as the Commonwealth has the power to enact legislation with regard to them.

Code 1950, § 6-201.3; 1960, c. 402; 1966, c. 584, § 6.1-128; 1972, c. 796, § 6.1-195.3; 1985, c. 425, §§ 6.1-194.89, 6.1-194.90; 1991, c. 230, §§ 6.1-194.153, 6.1-194.154; 2010, c. 794.

§ 6.2-1102. Associations operating share accumulation loan plans; continued operation.

Notwithstanding any other provision of law with respect to the rates of interest that may be charged, an association that on September 1, 1959, was operating on a share accumulation loan plan whereby its earnings were equitably distributed to both its borrowers and its shareholders may continue to operate upon the same plan, but no additional loans shall be made or shares issued under such plan after July 1, 1974.

Code 1950, §§ 6-201.2; 1960, c. 402; 1966, c. 584, § 6.1-127; 1972, c. 796, § 6.1-195.2; 1974, c. 565; 1985, c. 425, § 6.1-194.91; 1986, cc. 500, 509; 1990, c. 3; 2010, c. 794.

§ 6.2-1103. Prohibitions on conduct of savings institution business; exceptions; penalty.

A. No person shall engage in the savings institution business in the Commonwealth except entities that are state associations, savings banks, federal savings institutions authorized to transact business in the Commonwealth, or foreign savings institutions that have been authorized to transact a savings institution business in the Commonwealth pursuant to the provisions of Article 5 (§ 6.2-1148 et seq.) of this chapter.

B. Nothing in this chapter shall prevent any person who is not authorized to engage in the savings institution business from lending money on real estate or personal security or collateral, or from guaranteeing the payment of bonds, notes, bills or other obligations, or from purchasing or selling stocks and bonds, so long as such person does not hold himself out as being engaged in the savings institution business.

C. Any person who violates this section is guilty of a Class 6 felony.

1985, c. 425, § 6.1-194.95; 1986, c. 509; 1992, c. 136; 2010, c. 794.

§ 6.2-1104. False statements and similar actions prohibited; penalty.

Any person who knowingly makes or causes to be made, directly or indirectly, or through any agency, any false statement or report, or willfully overvalues any land, property, or security, for the purpose of influencing in any way the action of any savings institution upon any application, advance, discount, purchase or repurchase agreement, commitment, or loan or any change or extension thereof, by renewal, deferment of action or otherwise, or the acceptance, release, or substitution of security therefor, is guilty of a Class 1 misdemeanor.

1985, c. 425, § 6.1-194.93; 1986, c. 509; 2010, c. 794.

§ 6.2-1105. Use of savings institution name, logo, or symbol for marketing purposes; penalty.

A. Except as provided in subsection B, no person shall use the name, logo, or symbol, or any combination thereof, of a savings institution, or any name, logo, or symbol, or any combination thereof, that is deceptively similar to the name, logo, or symbol of a savings institution, in marketing material provided to or solicitation of another person in a manner such that a reasonable person may believe that the marketing material or solicitation originated from or is endorsed by the savings institution or that the savings institution is responsible for the marketing material or solicitation.

B. This section shall not apply to (i) an affiliate or agent of the savings institution or (ii) a person who uses the name, logo, or symbol of a savings institution with the consent of the savings institution.

C. Any person violating the provisions of this section, either individually or as an interested party, is guilty of a Class 1 misdemeanor.

D. This section shall not affect the availability of any remedies otherwise available to a savings institution.

2005, c. 240, § 6.1-194.93:1; 2010, c. 794.

§ 6.2-1106. Prohibitions on the use of certain terms; exceptions; penalty.

A. No person not engaged in the business of a savings institution in the Commonwealth under the provisions of this chapter shall use any sign having thereon any assumed or corporate name containing the words "savings and loan," "building and loan," "savings bank," or other words indicating that its office is the office of a savings institution; nor shall any such person use or circulate any written or printed material having thereon any assumed or corporate name or word or words indicating that the business of such person is that of a savings institution. However, the use of any of these terms in the name of any other corporation or in connection with any other business is not prohibited when additional words show clearly and definitely that the corporation is not, and that the business is not that of, a savings institution.

B. Any person who violates this section is guilty of a Class 6 felony.

1985, c. 425, § 6.1-194.95; 1986, c. 509; 1992, c. 136; 2010, c. 794.

§ 6.2-1107. Defamation of savings institutions and certain federal agencies prohibited; penalty.

No person shall willfully and knowingly make, issue, circulate, or transmit, or cause or knowingly permit to be made, issued, circulated, or transmitted, any statement or rumor, written, printed, reproduced in any manner, or by word of mouth, that is untrue in fact and is (i) malicious, in that it is calculated to injure reputation or business, and (ii) derogatory to the financial condition or standing of any savings institution or Federal Home Loan Bank. Any person who violates this section is guilty of a Class 2 misdemeanor.

Code 1950, § 6-201.52; 1960, c. 402; 1966, c. 584, § 6.1-182; 1972, c. 796, § 6.1-195.62; 1985, c. 425, § 6.1-194.94; 1990, c. 3; 2010, c. 794.

§ 6.2-1108. Membership in Federal Home Loan Bank and Federal Deposit Insurance Corporation authorized; insurance required as a condition to receiving deposits; representations that accounts are insured; misleading advertisements.

A. A savings institution may become a member of the Federal Home Loan Bank and the Federal Deposit Insurance Corporation or other federal insurance agency and conform to the provisions and regulations thereof.

B. Any savings institution doing business in the Commonwealth that does not have its accounts insured by the Federal Deposit Insurance Corporation or other federal insurance agency, up to the limits of the insurance provided thereby, shall not accept any deposits.

Code 1950, §§ 6-201.2, 6-201.20; 1960, c. 402; 1966, c. 584, §§ 6.1-127, 6.1-146; 1972, c. 796, §§ 6.1-195.2, 6.1-195.20; 1974, c. 565; 1985, c. 425, §§ 6.1-194.3, 6.1-194.91; 1986, cc. 500, 509; 1990, c. 3; 2010, c. 794.

§ 6.2-1109. Representations that accounts are insured; misleading advertisements.

A. A savings institution shall not make any representation, oral or written, that any of its accounts are insured or guaranteed unless such accounts are insured or guaranteed by an instrumentality of the United States or other insurer approved by the Commission.

B. A savings institution shall not publish any misleading advertisement.

Code 1950, § 6-201.53; 1960, c. 402; 1966, c. 584, § 6.1-183; 1972, c. 796, § 6.1-195.63; 1985, c. 425, § 6.1-194.92; 2010, c. 794.

§ 6.2-1110. Membership in facilitating organizations or instrumentalities.

A savings institution may become a member of, deal with, maintain reserves or deposits with, or make reasonable payments or contributions to, and comply with any reasonable requirements or conditions of eligibility of, any government or private organization or instrumentality to the extent that the organization or instrumentality assists in furthering or facilitating the institution's purposes, powers, services or community responsibilities. This section shall not be construed to permit a savings institution to establish deposit or reserve accounts with any financial institution or other entity if its accounts are not insured by federal agency or other insurer approved by the Commissioner.

1985, c. 425, § 6.1-194.4; 2010, c. 794.

§ 6.2-1111. Authority to purchase, convey or manage property in which state savings institution has a security interest; time limitation.

A. A state savings institution may:

1. Purchase at any sale, public or private, any real estate or personal property upon which it has a mortgage, judgment, deed of trust, pledge, lien or other encumbrance or in which it has any interest; and

2. Acquire any real or personal property that is conveyed or transferred to it in full or partial satisfaction, discharge or release of loans for which such property is security.

B. A state savings institution may sell, convey, lease, exchange, improve, repair, mortgage, convey in trust, pledge, or encumber any real or personal property purchased or acquired by it as authorized by subsection A.

C. A state savings institution may invest its funds in or manage or deal in property or invest its funds in or operate a business, when any of these actions are reasonably necessary to avoid loss on a loan or investment previously made or an obligation previously created in good faith. Such property or business shall not be held or operated by the state savings institution for a period in excess of six years unless specifically authorized by the Commissioner.

Code 1950, § 6-201.15; 1960, c. 402; 1966, c. 584, § 6.1-142; 1972, c. 796, § 6.1-195.16; 1985, c. 425, § 6.1-194.5; 2010, c. 794.

§ 6.2-1112. Applicability of Virginia Uniform Commercial Code to commercial paper and depository activities of savings institutions.

The definitions and provisions contained in Title 8.3A and Title 8.4 shall apply to the commercial paper and deposit account activities of savings institutions doing business in the Commonwealth, to the extent that such definitions and provisions are not inconsistent with the provisions of this chapter.

1985, c. 425, § 6.1-194.7; 1992, c. 693; 2010, c. 794.

§ 6.2-1113. Discoverability or admissibility of compliance review committee documents.

A. As used in this section, "compliance review committee" means a committee appointed by the board of directors of a savings institution for the purpose of evaluating and improving the savings institution's compliance with federal and state laws and adherence to its own established ethical and financial standards, and includes any other person when that person acts in an investigatory capacity at the direction of a compliance review committee.

B. Any records, reports, or other documents created by a compliance review committee are confidential and shall not be discoverable or admissible in evidence in any civil action unless, upon motion, the trial court determines in its discretion that there has been an abuse of the provisions of this section.

C. Any records, reports, or other documents produced by a compliance review committee and delivered to a federal or state governmental agency remain confidential and shall not be discoverable or admissible in evidence in any civil action, except to the extent that applicable law provides that such records, reports or other documents are not protected from disclosure.

D. In no event shall the existence of or any action by a compliance review committee serve as a basis or justification for delay of, or limit upon, the discovery process set forth in state or federal rules.

E. The work product created by any person acting in an investigatory capacity at the direction of a compliance review committee prior to his participation in the work of the compliance review committee or at the direction of the compliance review committee shall be subject to the rules governing discovery in accordance with the Rules of the Virginia Supreme Court.

F. This section shall not be construed to limit the discovery or admissibility:

1. In any civil action of any records, reports, or other documents that are not created by a compliance review committee; or

2. Of any factual information which may be reviewed by a compliance review committee.

1994, c. 201, §§ 6.1-2.16, 6.1-2.17, 6.1-2.18; 2010, c. 794.

Article 2. Incorporation; Certificate of Authority; Corporate Administration.

§ 6.2-1114. Application of Virginia Stock Corporation Act and Virginia Nonstock Corporation Act.

A. The provisions of the Virginia Stock Corporation Act (§ 13.1-601 et seq.) shall apply to all stock institutions in all cases not inconsistent with the provisions of this chapter, except the provisions of Article 15 (§ 13.1-729 et seq.) of Chapter 9 of Title 13.1 shall not apply.

B. The provisions of the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) shall apply to all mutual savings institutions in all cases not inconsistent with the provisions of this chapter including mutual savings and loan associations heretofore incorporated under the Virginia Stock Corporation Act or prior laws relating to stock corporations.

Code 1950, §§ 6-201.6, 6-201.7; 1960, c. 402; 1966, c. 584, §§ 6.1-131, 6.1-132; 1970, c. 399; 1972, c. 796, § 6.1-195.5; 1985, c. 425, § 6.1-194.8; 2010, c. 794.

§ 6.2-1115. Formation of state savings institutions.

A. A stock savings and loan association may be incorporated as provided in the Virginia Stock Corporation Act (§ 13.1-601 et seq.). A mutual savings and loan association may be incorporated as provided in the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.).

B. A stock savings bank may be formed by being incorporated as provided in the Virginia Stock Corporation Act (§ 13.1-601 et seq.). A mutual savings bank may be formed by being incorporated as provided in the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.).

Code 1950, § 6-201.8; 1960, c. 402; 1966, c. 584, § 6.1-133; 1972, c. 796, § 6.1-195.7; 1985, c. 425, § 6.1-194.9; 1991, c. 230, § 6.1-194.111; 2010, c. 794.

§ 6.2-1116. Corporation name.

A. Every association incorporated under the laws of the Commonwealth shall have as a part of its corporate name the words "building and loan association" or "savings and loan association." No state association shall use the words "savings bank" as part of its corporate name.

B. Every savings bank incorporated under the laws of the Commonwealth shall have as a part of its corporate name the words "savings bank."

C. The provisions of subsection A of § 13.1-630 shall not apply to any association or state savings bank.

Code 1950, § 6-201.9; 1960, c. 402; 1966, c. 584, § 6.1-134; 1972, c. 796, § 6.1-195.8; 1983, c. 387; 1985, c. 425, § 6.1-194.10; 1991, c. 230, § 6.1-194.112; 2010, c. 794.

§ 6.2-1117. Par value of shares; payment of shares; reacquisitions of shares or acceptance thereof as security; how subscriptions to stock to be paid; disposition of money received before institution opens; stock option plans.

A. Shares of stock issued by a stock institution shall be paid for in full in cash at not less than their par value upon issuance or, in the case of a stock institution then actively conducting operations, in property or services valued, with the approval of the Commission, at an amount not less than the aggregate value of the shares issued in exchange therefor. A stock institution may not purchase, redeem or otherwise reacquire shares of stock that it has issued and may not accept its shares of stock as security. A stock institution shall have the power to redeem or otherwise reacquire shares of its common or preferred stock to the same extent as commercial banks incorporated under the laws of the Commonwealth are permitted to do under this title.

B. Subscriptions to the capital stock of a stock institution shall be paid in money at not less than par. No stock institution shall begin business until the amount specified in its certificate of authority to commence business has been received by it.

C. All money received for subscriptions to or for purchases of stock of a stock institution before it opens for business shall be deposited in an escrow account in an insured financial institution or invested in United States government obligations, under the joint control of two organizing directors of the stock institution, both of whom shall be bonded for an amount not less than the total amount of money under their control. Such funds, together with any income thereon, less such organizational expenses as have been approved by the stock institution's board of directors, shall be remitted to the stock institution on the day it opens for business. If the stock institution is denied a certificate of authority, is refused insurance of accounts, or it is otherwise determined that the stock institution will not open for business, such funds, after payment of any amount owing for expenses in connection with such attempted organization, including reasonable consulting fees, attorney fees, salaries, filing fees, and other expenses, shall be refunded to subscribers or shareholders. The directors of the stock institution, individually, jointly and severally, shall be liable for any failure of the savings institution to refund such funds to the subscribers or shareholders. This liability may be enforced by a suit in equity instituted by one or more of the subscribers or stockholders on behalf of all against the stock institution and one or more of its directors.

D. The requirement that capital stock be paid in money shall not be construed to prohibit the establishment, as otherwise authorized by law, of stock option plans and stock purchase plans, and the issuance of stock pursuant to such plans. Such plans shall be established only after the stock institution has opened for business. Any such plan with respect to a stock association shall be established as follows:

1. The board of directors shall by resolution propose the stock option or stock purchase plan. The plan shall describe any effect the adoption of the plan is expected to have on the value of issued and outstanding shares of the association;

2. Notice of a meeting of stockholders, stating that the purpose or one of the purposes of the meeting is to consider the plan so proposed by the board of directors, shall be given to each stockholder of record entitled to vote thereon within the time and in the manner provided in Chapter 9 (§ 13.1-601 et seq.) of Title 13.1 for giving of notice of meetings of stockholders. A copy of the plan shall be included with such notice; and

3. At such meeting, the plan shall be adopted if approved by the affirmative vote of the holders of more than two-thirds of the shares entitled to vote thereon.

Any such plan with respect to a savings bank shall be adopted if approved by a majority vote of the institution's shareholders. In no event shall such a plan established by a stock savings bank provide that a stock option be granted at a price which is less than 100 percent of the book value per share of the stock as shown by the stock institution's last published statement prior to the granting of the option.

Code 1950, § 6-201.12; 1960, c. 402; 1966, c. 584, § 6.1-137; 1972, c. 796, § 6.1-195.11; 1981, c. 62; 1984, c. 136; 1985, c. 425, § 6.1-194.11; 1991, c. 230, § 6.1-194.113; 2010, c. 794.

§ 6.2-1118. Certificate of authority to do business.

A. Before any state savings institution may begin business in the Commonwealth, it shall obtain from the Commission a certificate of authority to do so. Prior to issuing a certificate, the Commission shall ascertain that:

1. All applicable provisions of law have been complied with;

2. If a mutual association, deposits in a total amount deemed by the Commission to be sufficient to warrant successful operation but not less than $2 million, have been pledged or deposited and that such deposits shall not be withdrawable for at least one year;

3. If a stock association, that financially responsible persons have subscribed for capital stock and surplus in an amount deemed by the Commission to be sufficient to warrant successful operation, provided that the capital stock shall have a paid-in value of not less than $2 million;

4. If a mutual savings bank, deposits in such amount as the Commission deems necessary for safe and sound operation, but not less than $1 million have been pledged or deposited and that such deposits are not subject to withdrawal for at least one year;

5. If a stock savings bank, that financially responsible persons have subscribed for capital stock in an amount deemed by the Commission to be sufficient to warrant successful operation, provided that the capital stock shall have a paid-in value of not less than $1 million;

6. Regulations governing directors of the association have been complied with;

7. The public interest will be served by the addition of the proposed savings institution facilities in the community where the savings institution is to be located. The addition of such facilities shall be deemed in the public interest if, based on all relevant evidence and information, advantages such as increased competition, additional convenience, or gains in efficiency outweigh possible adverse effects such as diminished or unfair competition, undue concentration of resources, conflicts of interests, or unsafe or unsound practices;

8. The officers and directors of the proposed savings institution demonstrate (i) moral fitness, (ii) financial responsibility, and (iii) business ability; and

9. The applicant has submitted evidence of (i) being fully insured by the Federal Deposit Insurance Corporation or other federal insurance agency or (ii) commitment by the Federal Deposit Insurance Corporation or other federal insurance agency that the applicant will be issued insurance of accounts immediately subsequent to the issuance of the certificate of authority. The Commission may issue a certificate conditioned upon the fact that the savings institution shall not commence to do business until it is issued insurance of accounts by the Federal Deposit Insurance Corporation or other federal insurance agency.

B. The minimum capital stock requirement under:

1. Subdivisions A 2 and A 3 shall apply when a state association is being organized to begin business and shall not apply when this section is referred to or used in connection with the conversion of an operating savings institution or bank to a state association, or when this section is used in connection with the reorganization of an operating state association under a holding company; and

2. Subdivisions A 4 and A 5 shall apply when a state savings bank is being organized to begin business and shall not apply when this section is referred to or used in connection with the conversion of an operating savings institution or bank to a state savings bank, or when this section is used in connection with the reorganization of an operating state savings bank under a holding company.

Code 1950, § 6-201.40; 1960, c. 402; 1966, c. 584, § 6.1-170; 1972, c. 796, § 6.1-195.47; 1973, c. 156; 1976, c. 658; 1979, c. 165; 1985, c. 425, § 6.1-194.12; 1986, c. 500; 1990, c. 3; 1991, c. 230, § 6.1-194.114; 1992, c. 460; 1996, c. 26; 1999, c. 95; 2010, c. 794.

§ 6.2-1119. Commissions and other fees for sale of stock not permitted.

The Commission shall not issue a certificate of authority to any state savings institution to commence business if commissions, fees, brokerage, or other compensation, however designated, have been paid or contracted to be paid by the savings institution or by anyone in its behalf, either directly or indirectly, to any person for the sale of stock in such savings institution. This section shall not be construed to prohibit a savings institution that has been issued a certificate of authority and has commenced operations from paying or contracting to pay such commissions or fees in connection with the issue or reissue of shares of stock of the savings institution.

1985, c. 425, § 6.1-194.13; 1991, c. 230, § 6.1-194.115; 2010, c. 794.

§ 6.2-1120. Minimum capital requirement.

A state savings bank shall comply with the applicable minimum capital requirements of the Federal Deposit Insurance Corporation. The Commission may impose such additional minimum capital requirements as it deems necessary in order to insure the safe and sound operation of state savings banks.

1991, c. 230, § 6.1-194.116; 2010, c. 794.

§ 6.2-1121. Board of directors.

A. The affairs of every state savings institution shall be managed by a board of directors of not less than five nor more than 25 persons. Every director of a stock savings institution shall be the owner in his own name and have in his personal possession or control, shares of stock in the savings institution of which he is a director that have a market value at the time such director is first elected to the board of not less than $500. Such shares of stock shall be unpledged, except as required to be pledged to a Federal Home Loan Bank, Federal Reserve Bank, or other federal agency, and unencumbered at the time of his becoming a director and during the whole of his term as director. If a stock savings institution is controlled by a savings institution holding company, a director may comply with the provisions of this section for each stock savings institution of which he is a director by ownership, in similar manner, of shares of capital stock of the holding company that have a market value at the time such director is first elected to the board of not less than $500.

B. Every director of a mutual state association shall have a savings account in the association of which he is a director, in his own name or jointly with his spouse, of not less than $500. A mutual state savings bank shall be subject to the requirements of subsection A, except that, in lieu of owning qualifying shares of stock in the savings bank, each director shall maintain, while a director, a savings account in the savings bank of not less than $500. Any account required by this subsection shall be unpledged, except as required to be pledged to a Federal Home Loan Bank, and unencumbered at the time of his becoming a director and during the whole term as director. The office of any director violating the provisions of subsection A or this subsection shall immediately become vacant.

C. Every director of a state savings institution, within 30 days after his election or reelection, shall take and subscribe to an oath that he (i) will diligently and honestly perform his duties as director and (ii) is the owner and has in his personal possession or control the shares of stock or savings account in the savings institution required by this section and, in the case of reelection or reappointment, that, during the whole of his immediate previous term as a director, such stock or account was not at any time pledged or encumbered in any other manner to secure a loan. The oath, subscribed to by the director and certified by the officer before whom it is taken, shall be transmitted to the Commission. Any director who fails for a period of 30 days after his election, reelection, appointment or reappointment to take the oath required by this subsection shall forfeit his office.

D. Within 60 days following the election or reelection of any person as a director of a state savings institution, the savings institution shall furnish such information to the Commission relative to the personal character, integrity, financial condition, and personal and business background of the director as the Commission shall from time to time prescribe. The report, under oath, shall be signed by the director as well as by a designated officer of the savings institution. Any person knowingly making a false statement in such a report shall be guilty of perjury, punishable as provided in § 18.2-434.

Code 1950, § 6-201.34; 1960, c. 402; 1966, c. 584, § 6.1-164; 1972, c. 796, § 6.1-195.41; 1974, c. 77; 1985, c. 425, § 6.1-194.14; 1986, c. 509; 1991, c. 230, § 6.1-194.117; 1992, c. 552; 1994, c. 105; 2010, c. 794.

§ 6.2-1122. Meetings of board of directors.

The board of directors of every state savings institution shall hold meetings at least once in every calendar month. At any meeting a majority of the whole board shall be necessary for the lawful transaction of business, unless the stockholders or members, by bylaw, have fixed another number, which in the case of a state savings bank shall be not less than five, as a quorum. The Commission may allow less frequent meetings, but not less often than quarterly.

Code 1950, § 6-201.35; 1960, c. 402; 1966, c. 584, § 6.1-165; 1972, c. 796, § 6.1-195.42; 1985, c. 425, § 6.1-194.15; 1991, c. 230, § 6.1-194.118; 2010, c. 794.

§ 6.2-1123. Notice of meetings of members; determining members entitled to notice or to vote.

A. A mutual savings institution shall give notice of its meetings of members as required by § 13.1-842 and shall post a copy of the notice in a conspicuous place in each office of the institution during the 14 days preceding the date of the meeting.

B. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other purpose, the board of directors of a mutual savings institution may provide that the membership shall be closed for a stated period but not to exceed, in any case, 50 days. In lieu of closing the membership, the bylaws or, in the absence of any applicable bylaw, the board of directors may fix in advance a date as the record date for any such determination of membership. Such date in any case shall not be more than 50 days prior to the date on which the particular action, requiring such determination of members, is to be taken. If the membership is not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of membership. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, the determination shall apply to any adjournment thereof.

Code 1950, § 6-201.38; 1960, c. 402; 1966, c. 584, § 6.1-168; 1972, c. 796, § 6.1-195.45; 1977, c. 46; 1985, c. 425, § 6.1-194.16; 2010, c. 794.

§ 6.2-1124. Voting rights; proxies.

The right of members of a mutual savings institution to vote may not be conferred or limited by the articles of incorporation. In the determination of all questions requiring action by the members, each member shall be entitled to cast one vote, plus an additional vote for each $100 or fraction thereof of the withdrawal value of savings accounts, if any, held by such member. No member, however, shall be entitled to cast more than 50 votes. At any meeting of the members, voting may be in person or by proxy, provided that no proxy shall be eligible to be voted at any meeting unless such proxy shall have been filed with the secretary of the institution, for verification, at least five days prior to the date of such meeting. Each proxy shall be in writing and signed by the member or his duly authorized attorney-in-fact and, when filed with the secretary, shall, unless otherwise specified in the proxy, continue in force from year to year until revoked by a writing duly delivered to the secretary of the institution or until superseded by subsequent proxies or upon the member's ceasing to be a member of the institution.

Code 1950, § 6-210.11; 1960, c. 402; 1966, c. 584, § 6.1-136; 1972, c. 796, § 6.1-195.10; 1985, c. 425; 2010, c. 794.

§ 6.2-1125. Access to books and records; communication with members.

A. Every person having an account or loan with a savings institution shall have the right to inspect the books and records of the institution that pertain to his loan or account. In all other situations the right to inspect and examine the institution's books and records shall be limited to:

1. The Commissioner or his duly authorized representatives;

2. Persons duly authorized to act for the institution; and

3. Any federal or state instrumentality or agency authorized to inspect or examine the books and records of such institution.

B. The books and records pertaining to the accounts and loans of a savings institution shall be kept confidential by the institution, its directors, officers, and employees except where the disclosure thereof shall be compelled by an appropriate court or otherwise required by law. No person shall have access to the books and records of the institution or shall be furnished or shall possess information concerning individual accounts or loans of the institution or concerning the owners of such accounts or borrowers, except as authorized in writing by the account owner or borrower or as otherwise expressly authorized by law. A savings institution is authorized to release, publish or furnish general information and statistical data concerning its accounts and loans, provided the identity of individual account owners or borrowers, and other confidential information, is not revealed.

C. If any member of a mutual savings institution desires to communicate with other members with reference to any questions pending or to be presented for consideration at a meeting of the members, the institution shall furnish upon request a statement of the approximate number of members of the institution at the time of such request and an estimate of the cost of forwarding such communication. The requesting member shall then submit the communication, together with a sworn statement that the proposed communication is not for any reason other than the business welfare of the institution, to the Commissioner. If the Commissioner finds the communication to be appropriate, truthful and in the best interest of the institution and its members, he shall execute a certificate setting out such findings, forward the certificate together with the communication to the institution, and direct that the communication be prepared and mailed by the institution to the members upon the requesting member's payment to it of the expenses of such preparation and mailing. If the Commissioner finds such proposed communication to be inappropriate, untruthful, or contrary to the best interest of the institution and its members, he may make any disposition of the request to communicate that he deems proper and he shall execute a certificate setting out such findings and deliver it to the requesting member together with his order making disposition of the request.

D. Insofar as the provisions of this section are not inconsistent with federal law, such provisions shall apply to federal savings institutions whose home offices are located in the Commonwealth, except that the communication and statement provided for in subsection C shall be tendered to the appropriate federal agency in the case of a federal savings institution and forwarded only upon that agency's certificate and direction.

E. Nothing in this section shall be construed to prohibit a savings institution from furnishing the names, addresses and telephone numbers of its customers to an affiliate of the institution or an entity with whom the institution has a direct contractual relationship, for purposes of furnishing financial services to the institution's customers. Such affiliate or entity shall not furnish such customer information to any third party without the written authorization of the customer.

Code 1950, § 6-201.39; 1960, c. 402; 1966, c. 584, § 6.1-169; 1972, c. 796, § 6.1-195.46; 1985, c. 425, § 6.1-194.18; 1988, c. 555; 1990, c. 3; 1994, c. 319; 2010, c. 794.

§ 6.2-1126. Audit of savings institution; report.

The directors of every savings institution shall, at least once in each calendar year, cause an independent audit by a certified public accountant to be made of the institution, its operation and its general books of account. The report of such audit shall be presented to the institution's board of directors at its next regular meeting after completion of the audit. The minutes of such meeting shall reflect that the audit report was presented and reviewed by the board, and a copy of the audit report shall be filed with the Bureau within two weeks from the date such report is received by the institution from the auditor.

Code 1950, § 6-201.37; 1960, c. 402; 1966, c. 584, § 6.1-167; 1972, c. 796, § 6.1-195.44; 1976, c. 658; 1978, c. 14; 1985, c. 425, § 6.1-194.19; 2010, c. 794.

§ 6.2-1127. Bonds of officers and employees.

A. The directors of every savings institution shall require a bond with corporate surety from each of the active officers and employees of the institution as an indemnity for any loss the institution may sustain as a result of such person's fraud, dishonesty, theft, or embezzlement. In lieu of individual bonds a blanket bond with corporate surety covering all active officers and employees of the institution may, with the approval of the board of directors, be obtained. The Commission shall, not less than twice during any period of three consecutive calendar years, examine all such bonds and pass on their sufficiency and either the board of directors or the Commission may require new or additional bonds at any time. The corporate surety shall have a license issued by the Commission.

B. If a savings institution determines that it is unable to obtain the surety bond coverage required by subsection A, it shall immediately notify the Commission. The Commission shall forthwith investigate to determine whether such coverage is available to the institution. If the Commission determines, after such investigation, that such coverage is not reasonably available to the institution, the Commission may, but shall not be required to, close the institution solely because of the unavailability of such coverage under § 6.2-1199. If the institution is not closed because of the unavailability of such coverage, the Commission shall closely monitor the institution to ensure that such coverage is obtained as soon as possible, and shall take such further action under § 6.2-1199 or 6.2-1200 as the Commission deems necessary.

C. The institution, at its cost, may also obtain insurance to protect its directors, officers, and employees against lawsuits arising out of claims of negligence or misconduct.

Code 1950, § 6-201.36; 1960, c. 402; 1966, c. 584, § 6.1-166; 1972, c. 796, § 6.1-195.43; 1979, c. 60; 1985, c. 425, § 6.1-194.20; 1986, c. 628; 2010, c. 794.

§ 6.2-1128. Loans to executive officers or directors.

A. As used in this section, "executive officer" means an officer of a savings institution who participates or has authority to participate in the major policy-making functions of the savings institution.

B. No executive officer or director of any savings institution shall borrow any amount more than $25,000 from the institution until such loan has been approved by (i) a majority of the directors of the institution or (ii) a committee of officers and directors that includes at least one director appointed by the board of directors with authority to approve loans.

C. The following loans or lines of credit shall not be made by an institution unless specifically approved by (i) a majority of the directors of the institution or (ii) a committee of officers and directors that includes at least one director appointed by the board of directors with authority to approve loans:

1. Any loan in an amount of $25,000 or more made to any executive officer or director of an institution or any entity that the Commission determines is controlled by one or more executive officers or directors;

2. Any loan made to the persons or entities described in subdivision 1, the amount of which together with all other obligations, direct or indirect, of such executive officer, director, or controlled entity is $100,000 or more;

3. Any line of credit for $25,000 or more made to the persons or entities described in subdivision 1; or

4. Any line of credit made to the persons or entities described in subdivision 1, the amount of which together with all other obligations, direct or indirect, of such executive officer, director, or controlled entity is $100,000 or more.

If approved by the committee described in clause (ii), the approval shall be specifically reported to the board of directors at its next regular meeting.

D. No extension, renewal, or renegotiation of any loan or line of credit in excess of the amounts described in subsection C shall be made to any of those individuals or entities or their interests unless it is approved by a majority of the board of directors or by the committee of officers and directors appointed by the board. If approved by the committee, such approval shall be specifically reported to the board of directors at its next regular meeting.

E. The prohibitions set forth in subsections C and D shall not be construed to require approval by the board of directors for advances under previously authorized lines of credit.

F. The aggregate amount of a savings institution's loans to its executive officers or directors or their interests shall not be excessive. The Commission may adopt such regulations as may be required to prevent excessive aggregate amounts of lending by savings institutions to those individuals or entities.

1982, c. 103, § 6.1-195.40:1; 1985, c. 425, § 6.1-194.21; 1995, c. 83; 1996, c. 13; 2010, c. 794.

§ 6.2-1129. Overdrafts by savings institution officers, directors or employees.

A. No savings institution shall pay an overdraft of an officer, director, or employee of the institution on any account at the institution unless the payment of funds is made in accordance with (i) a written, preauthorized, interest-bearing extension of credit plan that specifies a method of repayment or (ii) a written, preauthorized transfer of funds from another account of the account holder at the institution.

B. The prohibition set forth in subsection A does not apply to the payment of inadvertent overdrafts on an account in an aggregate amount of $1,000 or less if (i) the account is not overdrawn for more than five business days and (ii) the savings institution charges the officer, director, or employee the same fee charged any other customer of the institution in similar circumstances.

1982, c. 103, § 6.1-195.40:2; 1985, c. 425, § 6.1-194.22; 2010, c. 794.

§ 6.2-1130. Reserves; surplus and undivided profits.

A. Every savings institution doing business in the Commonwealth shall maintain an adequate net worth appropriate for the conduct of its business and the protection of its account holders. Every savings institution (i) shall set up and maintain the reserves required by this chapter and (ii) may set up and maintain such additional reserves as are permitted by this chapter.

B. On or before the closing date of each accounting period, after payment of or provision for all expenses, every savings institution shall transfer to a separate reserve account that shall be set up and maintained for the sole purpose of absorbing losses, referred to in this section as the "general reserve," an amount equal to at least five percent of its net income. A savings institution that at the close of such accounting period has assets in excess of $20 million or that has done business as a savings institution in the Commonwealth for more than 20 years shall transfer to such separate reserve account the greater of five percent of its net income or an amount obtained by subtracting an amount equal to its general reserve at the beginning of the period from an amount equal to four percent of its assets, excluding liquid assets, at the end of the period, until the general reserve is equal to at least five percent of the total amount of its deposit accounts at the beginning of such accounting period. Upon advanced written application of a savings institution, the Commissioner may approve the transfer to the general reserve of a lesser amount for such accounting period. If any credit to the general reserve is made after July 1, 1985, in excess of the minimum requirement, the dollar amount of any such excess may be carried over as a credit toward the minimum requirement of any subsequent period.

C. When the general reserve of a savings institution does not equal at least five percent of the deposit account liability of the institution, credits, as provided in subsection B, shall again be made to the general reserve until it again equals at least five percent of the institution's deposit account liability.

D. In the case of stock savings institutions, the capital stock account, to the extent that the capital has not been impaired, shall be treated as part of the reserve and the board of directors may, by resolution, permanently or conditionally designate all or part of the capital stock, capital surplus, earned surplus, or undivided profit accounts as a part of its general reserve. A savings institution may retain its undivided profits in such amounts as may from time to time be fixed by resolution of its board of directors.

E. The Commission may temporarily reduce the reserve requirements for a savings institution if it finds such reduction to be in the best interest of the institution and its stockholders or members.

F. Notwithstanding the requirements of this section, an insured savings institution may maintain its reserves in accordance with the requirements of the Federal Deposit Insurance Corporation or other federal agency.

Code 1950, § 6-201.28; 1960, c. 402; 1966, c. 584, § 6.1-156; 1968, c. 256; 1972, c. 796, § 6.1-195.33; 1973, c. 133; 1985, c. 425, § 6.1-194.23; 1986, c. 500; 1990, c. 3; 2010, c. 794.

§ 6.2-1131. Liability of members of mutual savings institutions.

A. No member of a mutual savings institution shall be responsible for any losses that the savings account deposits shall not be sufficient to satisfy.

B. No savings account shall be subject to assessment for any unpaid installments on his account.

C. The holder of a savings account shall not be liable for any unpaid installments on his account.

D. No preference between savings account members of a mutual savings institution shall be created with respect to the distribution of assets upon voluntary or involuntary liquidation, dissolution, or winding up of such institution.

1985, c. 425, § 6.1-194.24; 2010, c. 794.

§ 6.2-1132. Mutual capital certificates.

A. A mutual savings institution shall have the power to issue and to sell, directly or through underwriters, capital certificates that (i) represent nonwithdrawable capital contributions and (ii) constitute part of the reserves and net worth of the institution.

B. Capital certificates:

1. Shall have no voting rights;

2. Shall be subordinate to all savings accounts, debt obligations and claims of creditors of the institution;

3. Shall constitute a claim in liquidation against any reserves, surplus, and other net worth accounts remaining after the payment in full of all savings accounts, debt obligations, and claims of creditors;

4. Shall be entitled to the payment of earnings prior to the allocation of any income to surplus or other net worth accounts of the institution; and

5. May be issued with a fixed rate of earnings or with a prior claim to distribution of a specified percentage of any net income remaining after required allocations to reserves, or a combination thereof.

C. Losses shall be charged against capital certificates only after reserves, surplus, and other net worth accounts have been exhausted.

1985, c. 425, § 6.1-194.25; 2010, c. 794.

Article 3. Offices, Branches, and Facilities.

§ 6.2-1133. Offices and other facilities of state and foreign savings institutions; approval of branch offices required.

A. A state savings institution may establish and operate such offices and other facilities as are authorized by its board of directors. A state savings institution shall not establish a branch office or other office or facility where deposits are accepted without obtaining the prior approval of the Commission as provided in subsection B. Prior to establishing or permanently closing any office or other facility, a state association shall give at least 30 days' written notice to the Commissioner, in such form as may be prescribed by the Commissioner. Prior to establishing, relocating, or permanently closing any office or other facility of the savings bank or any of its affiliates, a savings bank shall give at least 30 days' written notice to the Commissioner, in such form as may be prescribed by the Commissioner. A savings institution shall also give written notice to the Commission, in such form as may be prescribed by the Commission, within 10 days after it has established or permanently closed an office or other facility, and if the institution is a savings bank, it shall give such written notice to the Commission within 10 days after it has relocated any such office or other facility.

B. Applications for authorization to establish a branch office or other office or facility where deposits are accepted shall be made in writing, in such form as may be prescribed by the Commission. Upon review of a savings institution's application and any other information that the Commission may reasonably require, the Commission shall approve the establishment of such office or facility if it is satisfied that the public interest will be served thereby and, if the applicant is a savings bank, that it has sufficient capital to warrant additional expansion. Such offices or facilities may be closed without the prior approval of the Commission. However, written notice of the closing of such an office shall be given to the Commissioner as provided in subsection A.

C. The requirements of subsections A and B shall also apply to the establishment and closing of the offices of a foreign savings institution authorized to transact business in the Commonwealth.

Code 1950, § 6-201.41; 1960, c. 402; 1966, c. 584, § 6.1-171; 1970, c. 397; 1972, c. 796, § 6.1-195.48; 1976, c. 658; 1978, c. 683; 1985, c. 425, § 6.1-194.26; 1991, c. 230, § 6.1-194.119; 2010, c. 794.

§ 6.2-1134. Facilities associated with branch office.

A state or foreign savings institution authorized to transact business in the Commonwealth may establish without prior approval of the Commission a drive-in or pedestrian office opened in conjunction with an approved branch office of the institution, if such drive-in or pedestrian office is to be located (i) within 500 feet of a public entrance of the approved branch office and (ii) closer to that entrance than to a public entrance of any other financial institution. The functions of a drive-in or pedestrian office shall be limited to the ordinary functions performed at a teller window.

1985, c. 425, § 6.1-194.27; 1991, c. 230, § 6.1-194.120; 2010, c. 794.

§ 6.2-1135. Change of branch office location.

A. A state savings institution shall not change the permanent location of a branch office without the prior approval of the Commission. An application to change the location of a branch office shall be made in writing in such form as may be prescribed by the Commission. Such application shall be approved by the Commission if the Commission finds that the change in location is in the public interest.

B. Notwithstanding the provisions of subsection A, a state savings institution may change the permanent location of a branch office, without applying for the approval of the Commission, if the new location will be within a one mile radius of the old location of such branch office. In such event, the state savings institution shall notify the Commissioner in writing, in such form as may be prescribed by the Commissioner, at least 60 days before such office relocation and may proceed with the relocation unless, within 30 days of receipt of the notice, the Commissioner notifies the institution that the relocation is not in the public interest. In that event, the institution shall be required to file an application and obtain the approval of the Commission in accordance with subsection A. The institution shall also notify the Commissioner in writing that the office relocation has been completed within 10 days after the opening of the office at its new location.

C. The provisions of subsections A and B shall also apply to foreign savings institutions authorized to transact business in the Commonwealth.

D. The provisions of this section shall also apply to the relocation of the main office of a state savings institution if it intends to accept deposits at the new location of the main office.

1985, c. 425, § 6.1-194.28; 1991, c. 230, § 6.1-194.121; 2010, c. 794.

§ 6.2-1136. Remote service units.

A. As used in this section:

"Personal security identifier" or "PSI" or "PIN" means any word, number, or other security identifier essential for an account holder to gain access to an account through a remote service unit.

"Remote service unit" or "RSU" means an information processing device, including associated equipment, structures and systems, by which information relating to financial services rendered to the public is stored and transmitted, instantaneously or otherwise, to a financial institution. Any such device not on the premises of a state savings institution that, for activation and account access, requires use of a machine-readable instrument and personal security identifier in the possession and control of an account holder, is an RSU. The term includes, without limitation, point-of-sale terminals, merchant-operated terminals, cash-dispensing machines, and automated teller machines. The term does not include automated teller machines on the premises of a state savings institution, unless shared with other financial institutions.

B. Subject to the requirements of the federal Electronic Fund Transfers Act (15 U.S.C. § 1693 et seq.) and Regulation E of the Consumer Financial Protection Bureau, a state savings institution may establish or use remote service units and participate with others in remote service unit operations on an unrestricted geographic basis. A state savings institution may establish a remote service unit without prior approval of the Commission, provided that notice is given to the Commissioner in accordance with the provisions of subsection A of § 6.2-1133. No remote service unit may be used to open a savings account or a demand account or to establish a loan account.

C. Before permitting an account holder to use a remote service unit, the savings institution shall provide a personal security identifier to the account holder and require its use when accessing a remote service unit. An institution may not employ RSU access techniques that require the account holder to disclose a PSI to another person.

D. A state savings institution shall not share an RSU with any financial institution or other entity the accounts of which are not insured by an agency of the federal government or by some other insuring agency approved by the Commissioner.

E. A state savings institution shall not share an RSU located in the Commonwealth with any foreign savings institution, or other financial institution that is not incorporated under the laws of the Commonwealth, unless the foreign savings institution or other financial institution has been authorized by the Commission to conduct its business in the Commonwealth. Nothing herein shall be deemed to prohibit a state savings institution from sharing an RSU with a federal savings institution or other federally chartered financial institution authorized to conduct its business in the Commonwealth.

F. An RSU shall not be considered to be a branch office of a state savings institution.

1985, c. 425, § 6.1-194.29; 1991, c. 230, § 6.1-194.122; 2010, c. 794; 2016, c. 501.

§ 6.2-1137. Off premises financial services.

A. As used in this section, "off premises financial services" means the transfer of funds or financial information or the performance of other transactions initiated by the customer by means of an electronic terminal, such as a telephone, a computer terminal, or a television set that is linked to a state savings institution's electronic network by telephone or cable television lines or other electronic means.

B. A state savings institution may utilize any electronic technology to provide its customers with off premises financial services. Any such services provided under this section are subject to the federal Electronic Fund Transfers Act (15 U.S.C. § 1693 et seq.) and Regulation E of the Consumer Financial Protection Bureau.

1985, c. 425, § 6.1-194.30; 1991, c. 230, § 6.1-194.123; 2010, c. 794; 2016, c. 501.

§ 6.2-1138. Suspension of business during actual or threatened emergency.

In the event of an actual or threatened enemy attack or civil insurrection or fire, flood, hurricane, earthquake, or other similar natural disaster, affecting the community in which a savings institution is doing business, the offices of the savings institution thereby affected may be temporarily closed by appropriate officers of the savings institution without prior approval of the board of directors or the Commissioner.

1985, c. 425, § 6.1-194.31; 2010, c. 794.

Article 4. Conversions, Reorganizations, Mergers, and Acquisitions.

§ 6.2-1139. Conversion from mutual savings institution to stock institution.

A. With the approval of the Commission, and in accordance with provisions of this section and regulations adopted hereunder, a state mutual savings institution may convert to a stock institution. The conversion shall be conducted in a manner equitable to all parties thereto as follows:

1. The board of directors of the mutual savings institution shall first adopt by two-thirds vote a conversion plan. The provisions of the plan shall comply with regulations adopted by the Commission;

2. The plan shall provide that holders of savings accounts in the mutual savings institution will be afforded the opportunity to preserve their interest in the institution's net worth by subscribing to stock; and

3. The Commission shall approve any such plan of conversion if the Commission ascertains that such conversion will not have an adverse effect on the stability of the institution and that all other regulations of the Commission relating to the conversion of a mutual savings institution to a stock institution have been complied with.

B. The Commission shall adopt regulations governing the procedures to be followed in completing the conversion after a satisfactory plan has been adopted. The regulations shall ensure that any institution in converting shall continue to have its accounts insured by the Federal Deposit Insurance Corporation or other federal insurance agency.

1972, c. 796, § 6.1-195.57; 1975, c. 130; 1978, c. 683; 1985, c. 425, § 6.1-194.32; 1990, c. 3; 1994, c. 331, § 6.1-194.123:1; 2010, c. 794.

§ 6.2-1140. Reorganization of mutual association into mutual holding company; approval by Commissioner; powers; issuance of stock.

A. Notwithstanding any other provision of law, with the approval of the Commission, and in accordance with the provisions of this section and any regulations adopted pursuant to this section, any mutual association may reorganize to become a mutual holding company by:

1. Causing a stock association to be formed by incorporating a stock corporation and obtaining a certificate of authority to begin business as a savings institution pursuant to the provisions of Chapter 9 (§ 13.1-601 et seq.) of Title 13.1 and Article 2 (§ 6.2-1114 et seq.) of this chapter;

2. Transferring the substantial part of its assets and liabilities, including all of its deposit liabilities, to the stock association created, in exchange for receipt of no less than 51 percent of the capital stock of the stock association; and

3. Adopting an amended charter changing its name and conforming its organization, governance, and powers to those prescribed hereunder for a mutual holding company.

B. In connection with the transfer of assets and liabilities, the resulting mutual holding company may retain assets to the extent such assets are not required to be transferred to the stock association created in order to satisfy any capital or reserve requirements imposed by applicable state or federal law.

C. Upon such transfer, all persons who prior thereto held depository rights with respect to or other rights as creditors of the reorganized mutual association shall have such rights solely with respect to the stock association created, and the corresponding liability or obligation of the reorganized mutual association to such persons shall be assumed by the stock association. Persons who prior thereto had any ownership, liquidation, or voting rights with respect to the reorganized mutual association, in their capacities as savings depositors, and pursuant to provision of law, or pursuant to the articles of incorporation and bylaws of that association, shall continue to have such rights but solely with respect to the mutual association in its reorganized form as a mutual holding company. The ownership or liquidation interest of any savings depositor of the subsidiary stock association in the net earnings and net worth of the resulting mutual holding company, and the voting rights of any such depositor in the mutual holding company, shall terminate, or otherwise be limited, in the same manner and on the happening of the same events as was the case prior thereto with the interest held by that depositor in the mutual association.

D. The reorganization of a mutual association into a mutual holding company shall be conducted in a manner that is equitable to all parties. The board of directors of the mutual association shall first adopt by a two-thirds vote a plan of reorganization, the provisions of which shall comply with requirements set forth in regulations adopted by the Commission. Such plan shall provide that holders of savings deposits in the reorganized mutual association shall be afforded an opportunity to preserve their interests by subscribing to the minority stock of the subsidiary stock association. The Commission shall approve any such plan of reorganization if the Commission ascertains that the reorganization shall not have an adverse effect on the stability of the association and that the reorganized mutual association has complied with all laws and regulations of the Commission relating to the reorganization of a mutual association into a mutual holding company. The Commission shall adopt regulations governing the procedures to be followed in completing the reorganization after the Commission has approved a plan of reorganization. Such regulations shall ensure that the subsidiary association resulting from such reorganization shall continue to have its accounts insured by the Federal Deposit Insurance Corporation or other federal insurance agency.

E. Upon reorganization, the resulting mutual holding company (i) shall continue to possess and may exercise all the rights, powers, and privileges, except deposit-taking powers, of a mutual association under the laws of the Commonwealth and (ii) shall be subject to the limitations and restrictions imposed on savings institution holding companies by §§ 6.2-1147 and 6.2-1192, as well as all limitations and restrictions applicable to mutual savings institutions.

F. Upon reorganization, the association chartered as a stock corporation shall have the power to issue to persons other than the mutual holding company of which it is a subsidiary, an amount of common stock which in the aggregate does not exceed 49 percent of the issued and outstanding common stock of the association. For purposes of this percentage limitation, any issued and outstanding securities that are convertible into common stock shall be considered as issued and outstanding common stock. If at any time, the mutual holding company resulting from reorganization sells or otherwise disposes of outstanding shares in its stock association subsidiary, and as a result such mutual holding company no longer owns more than 51 percent of the outstanding shares of such association, or if the subsidiary stock association sells substantially all of its assets in a transaction in which substantially all deposit liabilities of such association are assumed and become liabilities of the purchaser of those assets, the Commission, on application of the Commissioner, may, after reasonable notice to the mutual holding company and its subsidiary stock association, appoint a receiver to wind up the affairs of the mutual holding company.

G. Any mutual holding company having its principal place of business in the Commonwealth may convert into a stock savings institution holding company, with the approval of the Commissioner, and in accordance with any regulations adopted by the Commission.

1989, c. 205, § 6.1-194.32:1; 1990, c. 3; 2010, c. 794.

§ 6.2-1141. Conversion of state savings institution into federal financial institution.

A. A state savings institution may convert into a federal financial institution as follows:

1. At any meeting of the members or stockholders called and held in accordance with the Virginia Stock Corporation Act (§ 13.1-601 et seq.) or the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) to consider such action, the members or stockholders, by an affirmative vote of those holding and voting two-thirds of the votes present in person or by proxy, may resolve to convert the state savings institution into a federal financial institution;

2. A copy of the minutes of the meeting duly certified by the president or vice-president and the secretary or assistant secretary of the state savings institution shall be transmitted to the Commission;

3. Thereafter, the state savings institution shall take such action as is necessary under federal law to make it a federal financial institution; and

4. The savings institution shall file with the Commission a certified copy of the charter issued to it by the federal chartering authority or a certificate of that authority showing the organization of the state savings institution as a federal financial institution.

B. Upon the filing of the certified copy of a charter or certificate of authority as provided in subdivision A 4, the savings institution shall cease to be a state savings institution.

C. No state savings institution shall convert into a federal financial institution until it has been in operation as a state savings institution for a period of at least five years.

D. When a conversion of a state savings institution into federal financial institution becomes effective, the state savings institution shall cease to be a Virginia corporation and all its property, by operation of law and without any further act or deed, shall continue to be vested in it under its new name as a federal financial institution and under its federal charter. The federal financial institution shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by it as a state savings institution. The federal financial institution, at the time of the taking effect of the conversion, shall become, and continue to be, responsible for all of the obligations of the state savings institution, including taxes and other liabilities created by law or incurred by it before becoming a federal financial institution, to the same extent as though the conversion had not taken place.

Code 1950, §§ 6-201.43, 6-201.44; 1960, c. 402; 1966, c. 584, §§ 6.1-173, 6.1-174; 1972, c. 796, §§ 6.1-195.52, 6.1-195.53; 1982, c. 156; 1985, c. 425, §§ 6.1-194.33, 6.1-194.34; 1990, c. 3; 1991, c. 230, §§ 6.1-194.124, 6.1-194.125; 1995, c. 133; 2010, c. 794.

§ 6.2-1142. Conversion of federal financial institution into state savings institution or state bank.

A. A federal financial institution doing business in the Commonwealth may become a state savings institution, and such a federal financial institution that is a stock institution may become a state bank, as follows:

1. In either case, the federal financial institution shall take such action as will under federal law and regulations terminate its existence as a federal financial institution on a specified date;

2. In the case of a conversion to a state savings institution, the directors of the federal financial institution shall organize a corporation under this chapter and, if a stock institution, the Virginia Stock Corporation Act (§ 13.1-601 et seq.), or if a mutual savings institution, the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.), and the new corporation shall apply for a certificate of authority to do business under § 6.2-1118; and

3. In the case of a conversion to a state bank, the directors of the federal financial institution shall organize a corporation under Chapter 8 (§ 6.2-800 et seq.) and the Virginia Stock Corporation Act (§ 13.1-601 et seq.), and the new corporation shall apply for a certificate of authority to do business under § 6.2-816. If the applicant meets the standards established by § 6.2-816, the Commission may issue it a certificate of authority to begin a banking business. The order shall designate the main office of the federal financial institution as the main office of the resulting bank, and the resulting bank shall be permitted to operate all branch offices of the former federal financial institution. Within one year of the date of such a conversion, the resulting bank shall conform its assets and operations to the provisions of law regulating the operation of banks. The Commission may grant such resulting bank additional one-year periods, not to exceed a total of four additional years, in which to conform its assets and operations to the provisions of law regulating the operation of banks.

B. The former federal financial institution converting to a state savings institution or a state bank shall transact no business as a state savings institution or as a state bank other than that relating to its organization until its certificate of authority to do business has been granted and its dissolution as a federal financial institution has become effective.

C. As soon as the certificate of authority to do business has been granted and its dissolution as a federal financial institution has become effective, all the property of the federal financial institution shall by operation of law and without any further act or deed be vested in and become the property of the state savings institution or state bank. The state savings institution or state bank shall (i) have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held or enjoyed by the federal financial institution and (ii) become, and continue to be, responsible for all the obligations, duties and agreements of the federal financial institution, including taxes and other liabilities created by law or incurred by it before becoming a state savings institution or state bank to the same extent as though the conversion had not taken place.

D. Upon conversion of a federal financial institution to a state savings bank, the state savings bank shall have the right to continue to operate all branch offices then in existence without having to obtain the approval of the Commission pursuant to § 6.2-1133.

Code 1950, §§ 6-201.45, 6-201.46, 6-201.47; 1960, c. 402; 1966, c. 584, §§ 6.1-175, 6.1-176, 6.1-177; 1972, c. 796, §§ 6.1-195.54, 6.1-195.55, 6.1-195.56; 1975, c. 129; 1985, c. 425, §§ 6.1-194.35, 6.1-194.36, 6.1-194.37; 1991, c. 230, §§ 6.1-194.126, 6.1-194.127, 6.1-194.128; 1995, c. 133; 2010, c. 794.

§ 6.2-1143. Conversion from state savings bank to state association; conversion from state association to state savings bank.

A. A state savings bank may be converted into a state association by the amendment of its articles of incorporation in compliance with the procedure established by Title 13.1, provided that such conversion is approved in advance by the Commission. Prior to approving or disapproving a conversion, the Commission shall investigate the application to convert as if it were an application for a certificate of authority to begin a savings and loan association business, and approval shall not be granted unless the applicant meets the standards established by § 6.2-1118. The order granting a certificate of authority to do a savings and loan business shall designate the main office of the state savings bank as the main office of the resulting financial institution. The resulting financial institution shall be permitted to operate all branch offices of the state savings bank that could have been established de novo by such financial institution having its main office at such location or which were in operation for at least five years prior to the date of the order permitting conversion. Within one year of the date of a conversion, the resulting financial institution shall conform its assets and operations to the provisions of law regulating the operation of state associations. The Commission may grant such resulting financial institution additional one-year periods, not to exceed a total of four additional years, in which to conform its assets and operations as required by this section.

B. A state association may be converted into a state savings bank by the amendment of its articles of incorporation in compliance with the procedure established by Title 13.1, provided that such conversion is approved in advance by the Commission. Prior to approving or disapproving a conversion, the Commission shall investigate the application to convert as if it were an application for a certificate of authority to begin a savings bank, and approval shall not be granted unless the applicant meets the standards established by § 6.2-1118. Within one year of the date of the conversion, the resulting state savings bank shall conform its assets and operations to the provisions of law regulating the operation of state savings banks. The Commission may grant such resulting state savings bank additional one-year periods, not to exceed a total of four additional years, in which to conform its assets and operations to the provisions of law regulating the operation of state savings banks.

1991, c. 230, § 6.1-194.129; 2010, c. 794.

§ 6.2-1144. Conversion from stock savings institution to bank.

A. A state stock association or state savings bank may be converted into a bank by the amendment of its articles of incorporation in compliance with the procedure established by Title 13.1, provided that such conversion is approved in advance by the Commission. Prior to approving or disapproving a conversion, the Commission shall investigate the application to convert as if it were an application for a certificate of authority to begin a banking business, and approval shall not be granted unless the applicant meets the standards established by § 6.2-816. The order granting a certificate of authority to do a banking business shall designate the main office of the savings institution as the main office of the resulting bank, and the resulting bank shall be permitted to operate all branch offices of the savings institution that could have been established de novo by a bank having its main office at such location or which were in operation for at least five years prior to the date of the order permitting conversion. Within one year of the date of a conversion, the resulting bank shall conform its assets and operations to the provisions of law regulating the operation of banks. The Commission may grant such resulting bank additional one-year periods, not to exceed a total of four additional years, in which to conform its assets and operations to the provisions of laws regulating the operation of banks.

B. A bank may be converted into a savings bank upon compliance with the procedure set forth in § 6.2-829, or into a stock association upon compliance with the procedure set forth in § 6.2-830.

1982, c. 224, § 6.1-195.57:2; 1985, c. 425, § 6.1-194.38; 1991, c. 230, § 6.1-194.129; 2010, c. 794.

§ 6.2-1145. Merger or consolidation of savings institutions.

A. Two or more mutual savings institutions or two or more stock institutions may merge, subject to the approval of the Commission, when the Commission finds that the merger will be in the public interest and in accordance with applicable laws and regulations.

B. Two or more state savings banks may consolidate or merge, subject to the approval of the Commission, when the Commission finds that the capital of the resulting institution will be sufficient to warrant successful operation, and that the merger or consolidation will be in the public interest and in accordance with applicable laws and regulations.

C. The order approving the merger shall specify which office is to be the main office and which office or offices may be operated as branch offices.

Code 1950, § 6-201.42; 1960, c. 402; 1966, c. 584, § 6.1-172; 1972, c. 796, § 6.1-195.51; 1982, c. 211; 1985, c. 425, § 6.1-194.39; 1988, c. 3; 1991, c. 230, § 6.1-194.130; 2010, c. 794.

§ 6.2-1146. State association or association holding company acquiring bank; association acquired by bank or bank holding company; merger or consolidation of association and bank.

A. Notwithstanding the provisions of § 6.2-874, 6.2-885, or 6.2-886, and subject to the prior approval of the Commission:

1. A state association or a federal savings institution may become a subsidiary of (i) a state bank or a national bank whose main office is located within the Commonwealth or (ii) a bank holding company whose banking subsidiaries principally conduct their operations within the Commonwealth;

2. A state bank may become a subsidiary of (i) a state association or a federal savings institution whose main office is located within the Commonwealth or (ii) a savings and loan holding company whose principal place of business is located within the Commonwealth;

3. A state association or a federal savings institution may merge into or consolidate with a state bank or a national bank whose main office is located within the Commonwealth or a state bank or a national bank may merge into or consolidate with a state association or a federal savings institution whose main office is located within the Commonwealth;

4. A state savings bank may become a subsidiary of (i) a state association, state bank, federal savings institution or national bank the main office of which is located within the Commonwealth or (ii) a financial institution holding company whose subsidiaries principally conduct their operations within the Commonwealth;

5. A state bank or state association may become a subsidiary of a state savings bank;

6. A state savings bank may merge into or consolidate with a state association, state bank, federal savings institution or national bank whose main office is located within the Commonwealth; and

7. A state association, state bank or federal financial institution may merge into or consolidate with a state savings bank.

B. If the resulting entity is to do business as a bank, the Commission shall not approve the merger or consolidation unless the applicant meets the standards established by § 6.2-816. If the resulting entity is to do business as a savings institution, the Commission shall not approve the merger or consolidation unless the applicant meets the standards established by § 6.2-1118. In either case, the order granting a certificate of authority to do business shall designate the main office of the resulting entity.

C. The resulting entity shall be permitted to operate all branch offices of the merging or consolidating entities that could have been established de novo by the resulting entity or that were in operation at least five years prior to the date of the order permitting merger or consolidation. Within one year of such merger or consolidation, the resulting entity shall conform its assets and operations to the provisions of law regulating the operation of savings institutions if the resulting entity is operated as a savings institution or to the provisions of law regulating the operation of banks if the resulting entity is operated as a bank. The Commission may grant the resulting entity additional one-year periods, not to exceed a total of four additional years, in which to conform its assets and operations as provided herein.

1982, c. 224, § 6.1-195.57:1; 1985, c. 425, § 6.1-194.40; 1991, cc. 228, 230, § 6.1-194.131; 1996, c. 26; 2010, c. 794.

§ 6.2-1147. Acquisition of control of state stock institution requires Commission approval.

No person, whether acting alone or in concert with others, shall acquire ownership or control of 25 percent or more of the voting shares of a state stock savings institution, or otherwise control the election of a majority of the directors of such institution, without the approval of the Commission. The Commission shall not approve the proposed acquisition unless the Commission determines that the proposed acquisition is in the public interest.

1985, c. 425, § 6.1-194.87; 1990, c. 3; 1991, c. 230, § 6.1-194.152; 1996, c. 16; 2010, c. 794.

Article 5. Foreign Savings Institutions; Acquisitions by Out-of-State Savings Institutions or Out-of-State Savings Institution Holding Companies.

§ 6.2-1148. Definitions.

As used in this article, unless the context requires a different meaning:

"Acquire" means:

1. The merger or consolidation of one stock savings institution with another stock savings institution or of a savings institution holding company with another savings institution holding company;

2. The acquisition by a savings institution holding company or savings institution of direct or indirect ownership or control of voting shares of another savings institution holding company or a savings institution, if, after such acquisition, the savings institution holding company or savings institution making the acquisition will directly or indirectly own or control more than 25 percent of any class of voting shares of the other savings institution holding company or savings institution;

3. The direct or indirect acquisition by a savings institution holding company or by a savings institution of all or substantially all of the assets of another savings institution holding company or of another savings institution; or

4. Any other action that would result in direct or indirect control by a savings institution holding company or by a savings institution of another savings institution holding company or another savings institution.

"Out-of-state savings institution" means a savings institution that:

1. Is organized under the laws of the United States or of one of the states other than Virginia; and

2. Has its principal place of business in a state other than Virginia.

"Out-of-state savings institution holding company" means a savings institution holding company that has its principal place of business in a state other than Virginia.

"Principal place of business of a savings institution" shall be the state in which the largest portion of the deposits of the savings institution is located at the end of the last calendar year.

"Principal place of business of a savings institution holding company" shall be the state in which the largest portion of the deposits of the holding company's subsidiaries is located as of the end of the last calendar year.

"Subsidiary" with respect to a savings institution holding company means:

1. Any company 25 percent or more of the voting shares of which, excluding shares owned by the United States or by any company wholly owned by the United States, is directly or indirectly owned or controlled by such savings institution holding company, or is held by it with power to vote;

2. Any company the election of a majority of the directors of which is controlled in any manner by such savings institution holding company; or

3. Any company with respect to the management or policies of which such savings institution holding company has the power, directly or indirectly, to exercise a controlling influence, as determined by the Commission, after notice and opportunity for hearing.

"Virginia savings institution" means a savings institution, including a state savings bank, that:

1. Is organized under the laws of the Commonwealth or of the United States; and

2. Has deposit-taking offices located only in the Commonwealth.

"Virginia savings institution holding company" means a savings institution holding company, including the holding company of a state savings bank, that:

1. Has its principal place of business in the Commonwealth;

2. The financial institution subsidiaries of which are located outside the Commonwealth hold not greater than 20 percent of the total deposits held by all of its financial institution subsidiaries; and

3. Is not controlled by a savings institution holding company other than a Virginia savings institution holding company.

1985, c. 425, § 6.1-194.96; 1988, c. 535; 1994, cc. 315, 353; 2010, c. 794.

§ 6.2-1149. Foreign savings institutions; certificate of authority.

A. A foreign savings institution shall not transact a savings institution business in the Commonwealth unless it first receives from the Commission a certificate of authority to do so.

B. A foreign savings institution may apply to the Commission for a certificate of authority by paying the filing fee prescribed by the Commission and filing an application that shall include:

1. A copy of its articles of incorporation and bylaws, certified as a true copy by the public officer having custody of the original articles and bylaws;

2. Evidence satisfactory to the Commission that its accounts are insured by the Federal Deposit Insurance Corporation or other federal insurance agency satisfactory to the Commissioner; and

3. Such other information as the Commission may require.

C. The Commission shall issue a certificate of authority to the foreign savings institution when:

1. The Commissioner has examined the application of the institution and investigated and determined that the institution meets the requirements of § 6.2-1118;

2. The Commissioner has verified the financial status of the institution by conducting such examination of its assets and its records as the Commission shall deem appropriate for the purpose of ascertaining whether they meet the requirements of this chapter with regard to state associations;

3. The Commissioner is satisfied that the institution is in sound financial condition, and that it is conducting its business, and will conduct its business in the Commonwealth, in a manner consistent with the laws of the Commonwealth; and

4. The Commissioner is satisfied that the laws, regulations or administrative actions of the state or territory where the principal office of the applicant is located do not prohibit or unfairly impede a state association or state savings bank from transacting business in such state or territory.

D. In meeting the requirements set out in subdivisions C 1, C 2, and C 3, the Commissioner may rely on examinations, audits and other information provided by the federal and state supervisory authorities charged with the responsibility of regulating and supervising savings institutions in the state where the applicant's principal place of business is located. Prior to issuing a certificate of authority to the foreign savings institution, the Commission shall enter into cooperative agreements with the appropriate regulatory authorities for the periodic examination of the foreign savings institution. The Commission may accept reports of examination and other records from such authorities in lieu of conducting its own examinations.

1985, c. 425, § 6.1-194.41; 1986, cc. 500, 509; 1987, c. 289; 1990, c. 3; 1994, c. 353; 2010, c. 794.

§ 6.2-1150. When operation of foreign savings institution in the Commonwealth is prohibited.

When the laws, regulations or administrative actions of another state prohibit or unfairly impede a state savings institution from transacting business in that state, then the savings institutions of that state are prohibited from transacting business in the Commonwealth.

1985, c. 425, § 6.1-194.42; 1994, c. 353; 2010, c. 794.

§ 6.2-1151. Applicability of Virginia Stock and Nonstock Corporation Acts.

Except as otherwise provided in this chapter, a foreign savings institution conducting a savings institution business in the Commonwealth shall comply with the provisions of the Virginia Stock Corporation Act (§ 13.1-601 et seq.) and the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) governing the admission and transaction of business by foreign corporations in the Commonwealth.

1985, c. 425, § 6.1-194.43; 2010, c. 794.

§ 6.2-1152. Law applicable to contracts of foreign savings institutions.

Any contract made by a foreign savings institution with a resident of the Commonwealth or a foreign corporation authorized to do business in the Commonwealth shall be construed according to the laws of the Commonwealth.

1985, c. 425, § 6.1-194.44; 2010, c. 794.

§ 6.2-1153. Examination and supervision of foreign savings institutions.

A. Each foreign savings institution authorized to transact business in the Commonwealth shall furnish to the Commissioner a copy of all periodic reports of examinations of the institution conducted by all supervisory agencies that examine the institution to determine its financial soundness. Such reports shall include the examination reports of the Federal Deposit Insurance Corporation or other federal examining agency. Such report copies shall be furnished to the Commissioner within 10 days after the institution receives the report and shall be in certified form or such other form as is acceptable to the Commissioner. In determining whether such institution is in sound financial condition, the Commissioner shall be entitled to rely solely on such examination reports.

B. The Commission shall enter into cooperative agreements with other supervisory authorities for purposes of determining the financial soundness of the foreign savings institutions doing business in the Commonwealth. The Commission may enter into joint actions with other supervisory authorities having concurrent jurisdiction over foreign savings institutions doing business in the Commonwealth or may take such actions independently to carry out its responsibilities under this chapter and assure compliance with the provisions of this chapter and other applicable financial institution laws of the Commonwealth.

1985, c. 425, § 6.1-194.45; 1990, c. 3; 2010, c. 794.

§ 6.2-1154. Revocation of certificate of authority of foreign savings institution.

A. The Commission may revoke a certificate of authority of a foreign savings institution if:

1. The institution fails to conduct its business in the Commonwealth in a manner consistent with the laws of the Commonwealth;

2. The affairs of the institution are in an unsafe condition;

3. The institution refuses to comply with the orders of the Commission or refuses to comply with a request by the Commissioner to review the books and records of the institution; or

4. The institution fails to pay any fees or taxes imposed by the laws of the Commonwealth.

B. The Commission may also revoke the certificate of authority of a foreign savings institution at any time that the Commission determines that the state where the principal place of business of the foreign savings institution is located has enacted or amended its laws or regulations, or taken administrative action, so as to prohibit or unfairly impede a state association or state savings bank from transacting business in that state.

1985, c. 425, § 6.1-194.46; 1994, c. 353; 2010, c. 794.

§ 6.2-1155. Unapproved foreign savings institutions.

The Commissioner is authorized to obtain an injunction or to take any other action necessary to prevent any foreign savings institution from doing any business of a savings institution in the Commonwealth without appropriate approval.

1985, c. 425, § 6.1-194.47; 2010, c. 794.

§ 6.2-1156. Activities that are not considered "doing business.".

For the purposes of this chapter and any other law of the Commonwealth prohibiting, limiting, regulating, charging or taxing the doing of business in the Commonwealth by foreign savings institutions or foreign corporations of any type, any federal savings institution the principal place of business of which is located outside the Commonwealth, and any foreign savings institution that is subject to state or federal supervision, or both, that by law is subject to periodic examination by such supervisory authority and to a requirement of periodic audit, shall not be considered to be doing business or to have a tax situs or nexus in or with the Commonwealth by reason of engaging in any of the following activities:

1. The purchase, acquisition, inspection, appraisement, holding, sale, assignment, transfer, collecting, and enforcement of obligations or any interest therein secured by real estate mortgages, deeds of trust, or other similar instruments, covering real property located in the Commonwealth, or the foreclosure of such instruments, or the acquisition of title to such property by foreclosure, or otherwise, as a result of default under such instruments, or the holding, protection, rental, maintenance and operation of said property so acquired, or the disposition thereof; or

2. The advertising or solicitation of deposit accounts, or the making of any representations with respect thereto in the Commonwealth through the media of the mail, radio, television, magazines, newspapers, or any other media that are published or circulated within the Commonwealth, if (i) such advertising, solicitation or the making of such representations is accurately descriptive of fact and (ii) no such advertising, solicitation, or the making of such representations contains any reference to insurance or guarantee of accounts, unless the accounts of such institution are insured by the Federal Deposit Insurance Corporation or other insurer approved by the Commissioner.

1985, c. 425, § 6.1-194.48; 1990, c. 3; 2010, c. 794.

§ 6.2-1157. Acquisitions by out-of-state savings institution holding company.

A. Any savings institution holding company that does not have a Virginia savings institution subsidiary, except as acquired in the regular course of securing or collecting a debt previously contracted in good faith, may acquire a Virginia savings institution holding company or a Virginia savings institution with the approval of the Commission. Such savings institution holding company shall submit to the Commission an application for approval of such acquisition, which application may be approved if the Commission:

1. Determines that the laws of the state in which the savings institution holding company making the acquisition has its principal place of business do not prohibit or unfairly impede a Virginia savings institution holding company meeting the criteria in this article from acquiring savings institutions or savings institution holding companies in that state;

2. Determines that the laws of the state in which the savings institution holding company making the acquisition has its principal place of business permit such savings institution holding company to be acquired by the Virginia savings institution holding company or Virginia savings institution sought to be acquired. For purposes of this subsection, a Virginia savings institution shall be treated as if it were a Virginia savings institution holding company;

3. Determines either that the Virginia savings institution sought to be acquired has been in existence and continuously operating for more than two years or that all of the savings institution subsidiaries of the Virginia savings institution holding company sought to be acquired have been in existence and continuously operating for more than two years. The Commission may approve the acquisition by such savings institution holding company of all or substantially all of the shares of a savings institution organized solely for the purpose of facilitating the acquisition of a savings institution that has been in existence and continuously operating as a savings institution for more than two years; and

4. Makes the acquisition subject to any conditions, restrictions, requirements or other limitations that would apply to the acquisition by a Virginia savings institution holding company of a savings institution or savings institution holding company in the state where such savings institution holding company making the acquisition has its principal place of business but that would not apply to the acquisition of a savings institution or savings institution holding company in such state by a savings institution holding company all the savings institution subsidiaries of which are located in that state.

B. An out-of-state savings institution holding company that has a Virginia savings institution subsidiary, except as acquired in the regular course of securing or collecting a debt previously contracted in good faith, may acquire any Virginia savings institution or Virginia savings institution holding company with the approval of the Commission. Such savings institution holding company shall submit to the Commission an application for approval of such acquisition, which application may be approved if the Commission:

1. Determines either that the Virginia savings institution sought to be acquired has been in existence and continuously operating for more than two years or that all of the savings institution subsidiaries of the Virginia savings institution holding company sought to be acquired have been in existence and continuously operating for more than two years. The Commission may approve the acquisition by such savings institution holding company of all or substantially all of the shares of the savings institution organized solely for the purpose of facilitating the acquisition of a savings institution that has been in existence and continuously operating as a savings institution for more than two years; and

2. Makes the acquisition subject to any conditions, restrictions, requirements or other limitations that would apply to the acquisition by a Virginia savings institution holding company of a savings institution or a savings institution holding company in the state where such savings institution holding company making the acquisition has its principal place of business but that would not apply to the acquisition of a savings institution or a savings institution holding company in such state by a savings institution holding company all the savings institution subsidiaries of which are located in that state.

1985, c. 425, § 6.1-194.97; 1994, c. 353; 2010, c. 794.

§ 6.2-1158. Acquisitions by out-of-state savings institution.

A. Any out-of-state savings institution that is insured by the Federal Deposit Insurance Corporation or other federal insurance agency, may acquire a Virginia savings institution holding company or a Virginia savings institution with the approval of the Commission. Such savings institution shall submit to the Commission an application for approval of such acquisition, which application may be approved if the Commission:

1. Determines that the laws of the state in which the savings institution making the acquisition has its principal place of business do not prohibit or unfairly impede a Virginia savings institution meeting the criteria in this article from acquiring savings institutions or savings institution holding companies in that state;

2. Determines that the laws of the state in which the savings institution making the acquisition has its principal place of business permit such savings institution to be acquired by the Virginia savings institution holding company or Virginia savings institution sought to be acquired;

3. Determines that the Virginia savings institution sought to be acquired has been in existence and continuously operating for more than two years or that all of the Virginia savings institution subsidiaries of the Virginia savings institution holding company sought to be acquired have been in existence and continuously operating for more than two years. The Commission may approve the acquisition by a savings institution of all or substantially all of the shares of a savings institution organized solely for the purpose of facilitating the acquisition of a savings institution that has been in existence and continuously operating as a savings institution for more than two years; and

4. Makes the acquisition subject to any conditions, restrictions, requirements or other limitations that would apply to the acquisition by a Virginia savings institution of a savings institution or savings institution holding company in the state where the savings institution making the acquisition has its principal place of business but that would not apply to the acquisition of a savings institution or savings institution holding company in such state by a savings institution located in that state.

B. An out-of-state savings institution that is insured by the Federal Deposit Insurance Corporation or other federal insurance agency and that has previously acquired a Virginia savings institution or Virginia savings institution holding company may acquire any additional Virginia savings institution or Virginia savings institution holding company with the approval of the Commission. Such savings institution shall submit to the Commission an application for approval of such acquisition, which application may be approved if the Commission:

1. Determines that the Virginia savings institution sought to be acquired has been in existence and continuously operating for more than two years. The Commission may approve the acquisition by a savings institution of all or substantially all of the shares of a savings institution organized solely for the purpose of facilitating the acquisition of a savings institution that has been in existence and continuously operating as a savings institution for more than two years; and

2. Makes the acquisition subject to any conditions, restrictions, requirements or other limitations that would apply to the acquisition by a Virginia savings institution of a savings institution or a savings institution holding company in the state where the savings institution making the acquisition has its principal place of business but that would not apply to the acquisition of a savings institution or a savings institution holding company in such state by a savings institution located in that state.

1985, c. 425, § 6.1-194.98; 1986, c. 500; 1990, c. 3; 1994, c. 353; 2010, c. 794.

§ 6.2-1159. Investigation of application; prescribed investigation period; shortening, lengthening or waiving of period; hearing; appeals.

A. For 90 days following receipt of a complete application under § 6.2-1157 or 6.2-1158, the Commission may conduct an investigation for the purpose of determining whether:

1. The proposed acquisition would be detrimental to the safety and soundness of the applicant or the Virginia savings institution or Virginia savings institution holding company that the applicant seeks to acquire or control;

2. The applicant, its directors and officers, if applicable, and any proposed new directors and officers, of the Virginia savings institution or Virginia savings institution holding company that the applicant seeks to acquire, are qualified by character, experience and financial responsibility to control and operate a Virginia savings institution or Virginia savings institution holding company;

3. The proposed acquisition would be prejudicial to the interests of the depositors, creditors, beneficiaries of fiduciary accounts or shareholders of the Virginia savings institution holding company or any Virginia savings institution that the applicant seeks to acquire or control; and

4. The acquisition is in the public interest.

B. The 90-day investigation period may be shortened or waived by the Commission, as it deems appropriate, if the Commission finds that it must act immediately in order to prevent the probable failure of a Virginia savings institution involved. The 90-day investigation period may be extended if the Commission determines that the applicant has not furnished all the information necessary to make the determination under § 6.2-1157 or 6.2-1158 or that the information submitted is substantially inaccurate or misleading.

C. Within the prescribed investigation period, or any extension thereof, and upon request of the applicant or the Virginia savings institution or Virginia savings institution holding company that the applicant seeks to acquire or control, or upon its own motion, the Commission may order a hearing concerning the proposed acquisition.

D. Within the prescribed investigation period, or any extension thereof, the Commission, by giving written notice of its decision and the reasons therefor to the applicant and to the Virginia savings institution or Virginia savings institution holding company that the applicant seeks to acquire or control, may: (i) approve the application, (ii) disapprove the application, or (iii) impose such conditions on the acquisition as the Commission may deem advisable to effect the purpose of this article.

1985, c. 425, § 6.1-194.99; 2010, c. 794.

§ 6.2-1160. Notice of intent to acquire out-of-state savings institution.

A Virginia savings institution, a Virginia savings institution holding company, or an out-of-state savings institution holding company owning subsidiaries that conduct a savings institution business in the Commonwealth shall file with the Commission notice of its intention to acquire a financial institution outside Virginia, together with such information as the Commission may request. The Commission shall within 30 days or an extended period not exceeding 15 days, disapprove such acquisition if it determines that the acquisition could affect detrimentally the safety or soundness of a Virginia savings institution. The Commission may approve such acquisition prior to the expiration of the 30-day period if it determines that the acquisition will not affect detrimentally the safety or soundness of such Virginia savings institution.

1985, c. 425, § 6.1-194.105; 1994, c. 353; 2010, c. 794.

§ 6.2-1161. Applicable laws and regulations; enforcement by Commission.

A. Any Virginia savings institution that is controlled by a savings institution holding company that is not a Virginia savings institution holding company shall be subject to all laws of the Commonwealth and all regulations under such laws that are applicable to Virginia savings institutions controlled by Virginia savings institution holding companies.

B. The Commission shall adopt such regulations, including the imposition of reasonable application and administration fees, as it finds necessary to implement the provisions of this article.

C. The Commission shall have the same powers to enforce the provisions of this article as those granted under Article 9 (§ 6.2-1191 et seq.) of this chapter.

1985, c. 425, §§ 6.1-194.102, 6.1-194.104; 2010, c. 794.

§ 6.2-1162. Periodic reports; interstate agreements.

A. The Commission may examine any out-of-state savings institution holding company owning a Virginia savings institution and each of its Virginia or non-Virginia savings institution or nonsavings institution subsidiaries and shall require reports of each savings institution holding company subject to this chapter. Such reports shall be filed under oath with such frequency and in such scope and detail as may be appropriate for the purpose of assuring continuing compliance with the provisions of this chapter.

B. Prior to approving an acquisition under the provisions of this article, the Commission shall enter into cooperative agreements with the appropriate regulatory authorities for the periodic examination of any savings institution holding company that has a Virginia savings institution subsidiary or any subsidiary of such holding company and may accept reports of examination and other records from such authorities in lieu of conducting its own examinations. The Commission may enter into joint actions with other regulatory authorities having concurrent jurisdiction over any savings institution holding company that has a Virginia savings institution subsidiary or may take such actions independently to carry out its responsibilities under this chapter, assure the safety and soundness of any Virginia savings institution, and assure compliance with the provisions of this chapter and the applicable savings institution laws of the Commonwealth.

1985, c. 425, § 6.1-194.103; 1994, c. 353; 2010, c. 794.

§ 6.2-1163. Application of article to bank or bank holding company.

For purposes of this chapter, any bank or bank holding company seeking to acquire a savings institution or savings institution holding company, shall be deemed to be a savings institution or savings institution holding company, as the case may be, for purposes of determining whether such bank or bank holding company is permitted to acquire the savings institution or savings institution holding company in question.

1987, c. 634, § 6.1-194.107; 2010, c. 794.

§ 6.2-1164. Acquisitions of state savings bank or holding companies by out-of-state financial institutions.

A state savings bank, or holding company thereof, may not be acquired by a financial institution, or financial institution holding company, whose principal place of business is outside the Commonwealth, except in accordance with the provisions of this article.

1991, c. 230, § 6.1-194.132; 2010, c. 794.

§ 6.2-1165. Nonseverability.

Notwithstanding the provisions of § 1-243, if any portion of this article pertaining to the terms and conditions for and limitations upon acquisition of Virginia savings institution holding companies and Virginia savings institutions by savings institutions and savings institution holding companies that do not have their principal place of business in the Commonwealth is determined to be invalid for any reason by a final nonappealable order of any appropriate Virginia or federal court, then §§ 6.2-1157 through 6.2-1164 shall be void and of no further effect from the effective date of such order. Any transaction that has been lawfully consummated pursuant to this article prior to a determination of invalidity shall be unaffected by such determination.

1985, c. 425, § 6.1-194.106; 1994, c. 353; 2010, c. 794.

Article 6. Accounts.

§ 6.2-1166. Accounts of state savings institutions.

Notwithstanding any restriction in its articles of incorporation limiting the number, kinds and classes of accounts that it may offer, a state savings institution may offer such accounts, including checking accounts, time deposit accounts, and savings accounts, as its board of directors may authorize from time to time. A state savings institution may pay interest on such accounts at such rates and under such terms and conditions as its board of directors may direct from time to time, subject to any restrictions and limitations imposed by state or federal law on the payment of interest.

1985, c. 425, § 6.1-194.49; 1991, c. 230, § 6.1-194.133; 2010, c. 794.

§ 6.2-1167. Rules governing withdrawal.

A. The holder of a savings account in a savings institution shall have the right to withdraw all or any part of his account. A savings institution shall have the right to establish the rules governing the withdrawals and may from time to time fix the period of notice required to be given for withdrawal. In no event shall a savings institution delay or postpone the whole or partial payment of the value of any savings account pursuant to a written withdrawal application by a savings account holder for a period exceeding 30 days following the receipt of such application without first securing written permission from the Commissioner.

B. The holder of a federal tax and loan account or note account as defined in regulations of the U.S. Treasury Department or other federal agency shall have the right of immediate withdrawal of all or any part of such account. In no event shall a savings institution delay or postpone the whole or partial payment of such an account pursuant to a written application by the account holder.

Code 1950, § 6-201.21; 1960, c. 402; 1966, c. 584, § 6.1-148; 1972, c. 796, § 6.1-195.21; 1979, c. 76; 1985, c. 425, § 6.1-194.50; 1990, c. 3; 1991, c. 230, § 6.1-194.134; 2010, c. 794.

§ 6.2-1168. (Effective October 1, 2019) Redemption.

At any time that funds are on hand for the purpose, a mutual savings institution shall have the right to redeem by lot or otherwise, as the board of directors may determine, all or any part of any of its savings accounts on an earnings date by giving 30 days' notice by certified mail addressed to each affected account holder at his last address as recorded on the books of the institution. No mutual savings institution shall redeem any of its savings accounts when its liabilities exceed its assets or when it has applications for withdrawal that have been on file more than 30 days and have not been reached for payment. The redemption price of savings accounts redeemed shall be the full value of the account redeemed, as determined by the board of directors, but in no event shall the redemption price be less than the withdrawal value. If the notice of redemption has been duly given, and if on or before the redemption date the funds necessary for such redemption have been set aside to be, and continue to be, available therefor, interest upon the accounts called for redemption shall cease to accrue from and after the date specified as the redemption date. All rights with respect to such accounts shall terminate upon the redemption date, other than any right of the account holder of record to receive the redemption price without interest. Accounts called for redemption, if unclaimed, shall be subject to the Virginia Disposition of Unclaimed Property Act (§ 55.1-2500 et seq.).

1985, c. 425, § 6.1-194.51; 2010, c. 794.

§ 6.2-1168. (Effective until October 1, 2019) Redemption.

At any time that funds are on hand for the purpose, a mutual savings institution shall have the right to redeem by lot or otherwise, as the board of directors may determine, all or any part of any of its savings accounts on an earnings date by giving 30 days' notice by certified mail addressed to each affected account holder at his last address as recorded on the books of the institution. No mutual savings institution shall redeem any of its savings accounts when its liabilities exceed its assets or when it has applications for withdrawal that have been on file more than 30 days and have not been reached for payment. The redemption price of savings accounts redeemed shall be the full value of the account redeemed, as determined by the board of directors, but in no event shall the redemption price be less than the withdrawal value. If the notice of redemption has been duly given, and if on or before the redemption date the funds necessary for such redemption have been set aside to be, and continue to be, available therefor, interest upon the accounts called for redemption shall cease to accrue from and after the date specified as the redemption date. All rights with respect to such accounts shall terminate upon the redemption date, other than any right of the account holder of record to receive the redemption price without interest. Accounts called for redemption, if unclaimed, shall be subject to the Uniform Disposition of Unclaimed Property Act (§ 55-210.1 et seq.).

1985, c. 425, § 6.1-194.51; 2010, c. 794.

§ 6.2-1169. Accounts of savings institutions as legal investments and as security.

Administrators, executors, custodians, conservators, guardians, trustees, and other fiduciaries, insurance companies, business and manufacturing companies, banks, trust companies, credit unions and other types of similar financial organizations, charitable, educational, and eleemosynary funds and organizations, and all agencies, localities, and other political subdivisions and governmental units of the Commonwealth are specifically authorized to invest funds held by them, without any order of any court, in accounts of savings institutions authorized to do business in the Commonwealth. Such investments shall be deemed and held to be legal investments for such funds. The provisions of this section are supplemental to any and all other laws relating to and declaring what shall be legal investments for the persons referred to in this section.

1972, c. 796, § 6.1-195.50; 1985, c. 425, § 6.1-194.52; 2010, c. 794.

§ 6.2-1170. Deposits of federal taxes and U.S. Treasury tax and loan accounts.

Savings institutions may:

1. Serve as depositories for federal taxes and for U.S. Treasury tax and loan deposits;

2. Satisfy any requirements in connection therewith, including maintaining tax and loan accounts and note accounts, as defined by regulations of the U.S. Treasury Department or other federal agency;

3. Pledge collateral; and

4. Satisfy the requirements of the U.S. Treasury Department in connection with such deposits.

1979, c. 77, § 6.1-195.22:2; 1985, c. 425, § 6.1-194.53; 1990, c. 3; 1991, c. 230, § 6.1-194.135; 2010, c. 794.

§ 6.2-1171. Accounts under federal Self-Employed Individuals Tax Retirement Act and federal Employee Retirement Income Security Act of 1974 (P.L. 93-406, 88 Stat. 829).

A. To the extent allowed by federal law, an insured savings institution may act as trustee or custodian under the federal Self-Employed Individuals Tax Retirement Act of 1962, as amended. Funds held as such trustee or custodian may be invested in accounts of the association to the extent that the trust, custodial or other plan does not prohibit such investment.

B. To the extent allowed by federal law, an insured savings institution may act as trustee or custodian of individual retirement accounts under the federal Employee Retirement Income Security Act of 1974 (P.L. 93-406, 88 Stat. 829), as amended. Contributions may be accepted and interest thereon retained by such institution pursuant to forms provided by it and may be invested in accounts of the institution in accordance with the terms upon which such contributions were accepted.

1972, c. 796, § 6.1-195.49; 1975, c. 79, § 6.1-195.49:1; 1985, c. 425, § 6.1-194.54; 1986, c. 509; 2010, c. 794.

§ 6.2-1172. Accounts issued in name of minor.

A savings institution may issue accounts to a minor as sole and absolute owner of the account. With respect to any such account, a savings institution may (i) receive deposits by or for the minor owner, (ii) pay withdrawals, (iii) accept pledges to the association, and (iv) act in any other manner with respect to such accounts on the order of the minor owner. Any payment or delivery of funds from such account to its owner, or payment of a check or other written order for withdrawal signed by its minor owner, shall be a valid and sufficient release and discharge of the institution for any payment or delivery so made. The parent or guardian of the minor owner shall not in his capacity as parent or guardian have the power to withdraw or transfer funds in any such account unless the minor has given written notice to the association to accept the signature of such parent or guardian.

Code 1950, § 6-201.23; 1960, c. 402; 1966, c. 584, § 6.1-150; 1972, c. 796, § 6.1-195.25; 1985, c. 425, § 6.1-194.55; 2010, c. 794.

§ 6.2-1173. Powers of attorney on accounts.

Any savings institution may continue to recognize the authority of an attorney-in-fact authorized in writing to manage or to make withdrawals, either in whole or in part, from any account until it receives written notice or is on actual notice of the revocation of his authority. For the purposes of this section, written notice of death of the owner of the account shall constitute written notice of revocation of the authority of his attorney. Written notice of the adjudication of incapacity of an account owner shall constitute written notice of revocation of the authority of his attorney unless under the laws of the Commonwealth the authority of the attorney-in-fact survives such adjudication. Payment of the account in accordance with the provisions of this section shall constitute a full discharge and acquittance of the association as to such account.

1972, c. 796, § 6.1-195.27; 1985, c. 425, § 6.1-194.56; 1997, c. 801; 2010, c. 794.

§ 6.2-1174. Accounts of deceased or incompetent persons.

A. A savings institution may pay funds held in the account of a deceased person or a person under disability to the personal representative, committee, conservator, guardian, or curator of such person upon proper proof of the appointment and qualification of such fiduciary. Any savings institution making such payment shall not thereafter be liable for the amount thereof to any person. The presentation of a duly certified letter or certificate of qualification as personal representative or other fiduciary shall be conclusive proof of the jurisdiction of the court issuing the same.

B. A savings institution that has not received written notice and is not on actual notice that an account owner is deceased or has been adjudicated incompetent may pay or deliver funds held in such person's account in accordance with the provisions of the account contract without liability to any person for the amounts so paid or delivered.

Code 1950, § 6-201.25; 1960, c. 402; 1966, c. 584, § 6.1-152; 1972, c. 796, § 6.1-195.28; 1985, c. 425, § 6.1-194.57; 2010, c. 794.

§ 6.2-1175. Repealed.

Repealed by Acts 2010, c. 269, cl. 2.

§ 6.2-1176. Accounts of fiduciaries.

A savings institution may issue accounts in the name of any administrator, executor, custodian, conservator, guardian, trustee, or other fiduciary for a named beneficiary or beneficiaries. The payment of funds from any such account pursuant to a check or other written order of withdrawal signed by the fiduciary, the delivery of funds in such account to such fiduciary, or a receipt signed by any such fiduciary with regard to the payment of funds from such account, shall be a valid and sufficient release and discharge of the institution for the payment or delivery so made.

1985, c. 425, § 6.1-194.59; 2010, c. 794.

§ 6.2-1177. Savings institution need not inquire as to fiduciary funds deposited in fiduciary's personal account.

If any fiduciary or agent makes a deposit in a savings institution to his personal credit of checks drawn by him upon an account in his own name as fiduciary, or of checks drawn by him upon an account in the name of his principal, if he is empowered to draw checks thereto, or of checks payable to his principal and endorsed by him as fiduciary, the institution receiving the deposit:

1. Shall not be required to inquire whether the fiduciary is committing thereby a breach of his obligation as fiduciary; and

2. Is authorized to pay the amount of the deposit or any part thereof upon the withdrawal by the fiduciary without being liable to the principal, unless the institution receives the deposit or pays the withdrawal with (i) actual knowledge that the fiduciary, in making such deposit or in making such withdrawal, is committing a breach of his obligation as fiduciary or (ii) knowledge of such facts that its action in receiving the deposit or paying the withdrawal amounts to bad faith.

1980, c. 329, § 6.1-195.27:1; 1985, c. 425, § 6.1-194.60; 2010, c. 794.

§ 6.2-1178. Accounts held by various trustees for same beneficiary.

Whenever trust interests or accounts are created for the same beneficiary, and each interest or account is in the name of a separate and distinct trustee or combination of trustees, each trust interest or account shall constitute a separate, distinct, and valid trust entity for all purposes.

Code 1950, § 6-201.22:1; 1966, cc. 219, 584, § 6.1-149.1; 1972, c. 796, § 6.1-195.24; 1985, c. 425, § 6.1-194.61; 2010, c. 794.

Article 7. Real Estate Loans.

§ 6.2-1179. Real estate loans; required investment.

A. A state savings institution may originate, invest in, sell, purchase, service, participate, or otherwise deal in loans secured by a lien on real estate, subject to the requirements of this chapter. Such loans that are insured, guaranteed or made under a firm commitment to be sold, assigned or otherwise transferred to an agency or instrumentality of the federal government or to a corporation organized under the laws of the United States, including the Department of Housing and Urban Development, the Department of Veterans Affairs, the Federal National Mortgage Association, the Government National Mortgage Association or the Federal Home Loan Mortgage Corporation, may be made in accordance with the requirements of such federal agencies, instrumentalities or corporations.

B. At least 60 percent of assets of a state savings institution shall be invested in real estate loans. For purposes of meeting this 60-percent requirement, a savings institution may include (i) loans secured by a lien on a manufactured building or buildings; (ii) the value of securities held by it that represent a beneficial interest, participation interest or other similar interest in loans secured by a lien on real estate including participation certificates issued by the Federal National Mortgage Association, Government National Mortgage Association or the Federal Home Loan Mortgage Corporation; and (iii) the value of liquid assets equal to the minimum liquid asset requirement for membership in a Federal Home Loan Bank.

C. A state savings institution may not purchase, participate in or acquire an interest in any real estate loan that it could not legally make, without the prior approval of the Commissioner.

1985, c. 425, § 6.1-194.62; 1990, c. 3; 2010, c. 794.

§ 6.2-1180. Appraisals; loan-to-value ratios.

A. A savings institution may make a real estate loan only after a qualified person designated by the savings institution has submitted a signed appraisal of the security property, except that an insured or guaranteed loan may be made on the basis of a valuation of the security property furnished to the savings institution by the insuring or guaranteeing agency.

B. At the time of origination, a real estate loan may not exceed 100 percent of the appraised fair market value of the security property. During the term of the loan, the loan-to-value ratio may increase above the maximum permissible percentage if the increase results from an adjustment authorized by § 6.2-1182. In the case of a home loan secured by borrower-occupied property, the loan balance may not exceed 125 percent of the original appraised value of the property during the term of the loan, unless the loan contract provides that the payment shall be adjusted at least once every five years, beginning no later than the 10th year of the loan, to a level sufficient to amortize the loan at the then-existing interest rate and loan balance for the remaining term of the loan. The 125 percent limitation shall not apply to that portion of a loan balance that is interest received in the form of a percentage of the appreciation in value of the security property.

1985, c. 425, § 6.1-194.63; 1991, c. 230, § 6.1-194.151; 2010, c. 794.

§ 6.2-1181. Initial repayments on real estate loans.

Repayments on real estate loans shall begin not later than 60 days after the loan proceeds are disbursed. If such loan is for construction, substantial alteration, repair, or improvement of the real estate securing the loan, repayments may begin not later than 60 months after the date of the first loan disbursement, and interest shall be payable at least semiannually until regular periodic payments begin. In the case of a home loan where the loan proceeds are to be used for construction, substantial alteration, repair, or improvement of the security property, repayments must begin not later than 36 months after the date of the first disbursement, with interest payable at least semiannually until regular periodic payments begin.

1985, c. 425, § 6.1-194.64; 1991, c. 230, § 6.1-194.151; 2010, c. 794.

§ 6.2-1182. Adjustable real estate loans.

A state savings institution may adjust the interest rate, payment, balance, or term to maturity on any real estate loan as authorized by the loan contract, and may receive a portion of the consideration for making a real estate loan in the form of a percentage of the amount by which the current market value of the property, during the loan term or at maturity, exceeds the original appraised value.

1985, c. 425, § 6.1-194.65; 1991, c. 230, § 6.1-194.151; 2010, c. 794.

§ 6.2-1183. Special provisions for home loans.

The loan term of a home loan shall not exceed 40 years, with interest payable at least semiannually, except as expressly authorized elsewhere in this chapter. Payments on the loan balance, for other than nonamortized and line-of-credit loans, shall be made in at least semiannual installments, except that loans made on the security of farm residences and combinations of farm residences and commercial farm real estate may be repayable in annual installments. The loan may be fully amortized, partially amortized, nonamortized, or a line-of-credit loan. The loan contract may provide for the deferral of principal and capitalization of a portion of interest, or of all interest on loans to natural persons secured by borrower-occupied property and on which periodic advances are being made.

1985, c. 425, § 6.1-194.66; 1991, c. 230, § 6.1-194.151; 2010, c. 794.

§ 6.2-1184. Dealing with successors in interest.

In the case of any investment made by a savings institution in a real estate loan, if (i) the ownership of the real estate security or any part thereof becomes vested in a person other than the party originally executing the security instruments and (ii) there is not an agreement in writing to the contrary, a savings institution may, without notice to such party, deal with such successor in interest with reference to that mortgage and the debt thereby secured in the same manner as with such party. The savings institution may forbear to sue or may extend time for payment, or otherwise modify the terms, of the debt secured thereby without discharging or in any way affecting the original liability of such party or parties thereunder or upon the debt thereby secured.

1985, c. 425, § 6.1-194.67; 2010, c. 794.

§ 6.2-1185. Trustees on loans secured by deed of trust.

Any savings institution in connection with making loans secured by deed of trust is empowered to elect a trustee, which may be a service corporation, at such times and for such terms as may be prescribed by its charter or bylaws. All the rights, titles, duties, and obligations of such a trustee relating to loans secured by deed of trust shall pass by operation of law to his successor in office. Every right of the savings institution required to be exercised by or through such trustee, whether it is the sale of property or some other act, shall be done, enforced and carried out by the trustee in office at the time when such rights are exercised by or for the savings institution. All sales or conveyances heretofore or hereafter made by a trustee appointed in the manner designated in this section shall be as valid and binding as though the sale or conveyance had been made by the trustee named in the deed of trust. A majority of the trustees in office are empowered to conduct sales and make conveyances in pursuance thereof with the same force and effect as though all the trustees had acted; and when there are two trustees either one may act.

1985, c. 425, § 6.1-194.68; 2010, c. 794.

Article 8. Other Loans and Investments.

§ 6.2-1186. General investment authority of state savings institutions.

A. Subject to the powers and limitations regarding real estate loans set forth in § 6.2-1179, and except as provided in § 6.2-1187 with respect to state savings banks, the assets of a state savings institution may be invested only:

1. In real and personal property necessary for the conduct of its business and in real estate to be held for its future accommodation. A savings institution may invest in an office building or buildings and appurtenances for the transaction of its business, or for the transaction of such business and for rental. Except as provided in § 6.2-1187 with respect to savings banks, no such investment described in the preceding sentence may be made without the prior approval of the Commissioner if the total amount of the investment exceeds 50 percent of capital stock paid-in and unimpaired and 50 percent of unimpaired combined surplus and undivided profits, or, in the case of a mutual association, 50 percent of general reserve and surplus;

2. In stock and other securities or obligations of a service corporation. Unless specifically authorized by the Commissioner, a state savings institution shall not invest more than 10 percent, in the aggregate, of its assets in the investments specified in this subdivision. A service corporation may charge and collect such finance charges, fees and interest rates as state savings institutions are authorized to charge and collect. A service corporation, directly or indirectly, may engage in providing real estate brokerage services for property owned by a state savings institution owning capital stock in the service corporation, by the service corporation, or a joint venture in which the service corporation is a participant, but no service corporation, state savings institution or holding company that has control, as defined in § 6.2-701, over a state savings institution may engage directly or indirectly in providing real estate brokerage services for property owned by third parties. Nothing in this subdivision shall prohibit (i) a state savings bank or its affiliates or (ii) a holding company that has control over a state savings institution from engaging in third party real estate brokerage in any state, other than the Commonwealth, that permits such activities by its state chartered savings institutions, or their affiliates or holding companies;

3. If the savings institution is a state association, in the purchase of real estate for the purpose of producing income or for inventory and sale or for improvement including the erection of buildings thereon, for sale or rental purposes, and such an association may hold, sell, lease, operate or otherwise exercise the rights of an owner of any such property. Unless specifically authorized by the Commissioner, a state association shall not invest more than 10 percent, in the aggregate, of its assets in the investments specified in this subdivision;

4. In obligations that are fully guaranteed as to principal and interest by the United States or the Commonwealth;

5. In stock or obligations of any Federal Home Loan Bank or Federal Reserve Bank;

6. In obligations of, or issued by, any other state or political subdivision thereof, so long as such obligations continue to hold one of the four highest national investment grade ratings;

7. In obligations of, or issued by, any locality, district, or other political subdivision of the Commonwealth, or any public instrumentality or public authority created by act of the General Assembly, so long as such obligations continue to hold one of the four highest national investment grade ratings;

8. If the savings institution is a state association, in deposits in banks for savings and loan associations;

9. In stock, obligations or other instruments of the Federal National Mortgage Association, Government National Mortgage Association, Federal Home Loan Mortgage Corporation, or any successor thereto;

10. In obligations of, or guaranteed as to principal and interest by, Canada or any province thereof, provided that the principal and interest of any such obligations are payable in United States funds;

11. In demand, time, or savings deposits, shares or accounts, or other obligations of any financial institution the accounts of which are insured by a federal agency or other insurer approved by the Commissioner;

12. In bankers' acceptances that are eligible for purchase by Federal Reserve Banks;

13. In loans to individuals for personal, family or household purposes and loans reasonably incident thereto, including loans to dealers in consumer goods for purposes of financing inventory and floor planning. Such loans may be evidenced by installment consumer paper that is transferred to a savings institution by an endorser or guarantor, provided that such paper shall carry a full or limited endorsement or guarantee of the person transferring the same and the savings institution shall have a certificate of a responsible officer designated by its board for that purpose stating that the responsibility of the maker of such obligation has been evaluated and the savings institution is relying primarily upon such maker for the payment of such obligation;

14. Loans secured by savings accounts of the association;

15. In unsecured single payment personal loans to individuals with a term of not more than 12 months;

16. In personal property, which term as used herein shall include fixtures, acquired upon the specific request of and for lease to a customer, subject to the following limitations:

a. The rentals receivable by the association under the initial lease of any item of personal property shall at least equal the cost to the savings institution of such item of personal property;

b. The savings institution shall have a certificate of a responsible officer designated by its board for that purpose stating that the responsibility of the lessee has been evaluated and approved by such officer; and

c. Upon the expiration of any lease, whether by virtue of the lease agreement or by virtue of the retaking of possession by the association, such personal property shall be relet, sold or otherwise disposed of, or charged off within one year from the time of expiration of such lease;

17. In secured or unsecured credit to cover payment of checks, drafts or other fund transfer orders in excess of the available balance of an account on which they are drawn. Such extensions of credit must be paid off within 30 days after the extension of credit is made. The 30-day limitation on repayment shall apply only to inadvertent overdrafts by the account owner, and shall not apply to extensions of credit, agreed upon in writing, whereby the borrower is permitted to access the line of credit by check, draft or other fund transfer order;

18. In loans for commercial, corporate, business or agricultural purposes. Unless specifically authorized by the Commissioner, (i) a state association shall not invest more than 10 percent of its assets, and (ii) a state savings bank shall not invest more than 20 percent of its assets, in loans for commercial, corporate, business or agricultural purposes. The percentage-of-assets limitations in the preceding sentence shall not apply to overdraft loans, commercial real estate loans, loans to a service corporation the stock of which is owned by the savings institution, or loans to dealers in consumer goods for inventory or floor planning financing;

19. In commercial paper rated in the highest or second highest categories as of the date of purchase, as shown by the most recently published rating by at least two nationally recognized investment rating services;

20. In corporate debt securities, including corporate debt securities convertible into stock, that may be sold with reasonable promptness at a price that corresponds reasonably to their fair market value, and that are rated in at least the third highest category by a nationally recognized investment rating service in its most recently published ratings before the date of purchase of the security;

21. In shares in open-end management investment companies; and

22. Any other obligations, instruments or investments that are specifically approved by the Commissioner.

B. In addition to the items authorized by subsection A, a state savings institution may:

1. Issue credit cards, extend credit in connection therewith, and otherwise engage in or participate in credit card operations; and

2. Issue commercial and standby letters of credit in conformance with the Uniform Commercial Code (§ 8.1A-101 et seq.) or the Uniform Customs and Practice for Documentary Credits published as International Chamber of Commerce publication No. 600, and may pledge collateral to secure its obligations thereunder, subject to the following requirements:

a. Each letter of credit shall conspicuously state that it is a letter of credit;

b. The issuer's undertaking shall contain a specified expiration date or be for a definite term, and shall be limited in amount;

c. The issuer's obligation to pay shall be solely dependent upon the presentation of conforming documents as specified in the letter of credit, and not upon the factual performance or nonperformance by the parties to the underlying transaction; and

d. The account party shall have an unqualified obligation to reimburse the issuer for payments made under the letter of credit.

C. The Commission may adopt such regulations as may be required to prevent excessive aggregate amounts of lending by an association to any one individual or entity.

Code 1950, § 6-201.29; 1960, c. 402; 1962, c. 170; 1964, c. 151; 1966, c. 584, § 6.1-157; 1968, c. 255; 1970, c. 237; 1972, c. 796, § 6.1-195.34; 1974, c. 284; 1975, c. 448; 1976, cc. 263, 487; 1977, c. 140; 1978, c. 351; 1979, c. 81; 1980, c. 706; 1981, c. 59; 1982, c. 209; 1983, c. 447; 1985, c. 425, § 6.1-194.69; 1986, c. 509; 1988, c. 4; 1989, cc. 28, 396, 626; 1990, c. 3; 1991, c. 230, § 6.1-194.136; 1992, c. 51; 1994, c. 330; 2003, c. 353; 2010, c. 794.

§ 6.2-1187. Investment authority of state savings banks.

Notwithstanding any provision of § 6.2-1186 to the contrary:

1. A state savings bank shall not invest in an office building or buildings and appurtenances for the transaction of its business, or for the transaction of such business and for rental, without the prior approval of the Commissioner if the total amount of the investment exceeds the aggregate amount of the savings bank's unimpaired capital fund;

2. A service corporation described in subdivision A 2 of § 6.2-1186 in which a savings bank invests shall be subject to state and local taxation in the same manner as are savings banks;

3. The assets of a state savings bank may be invested in stock or obligations of the Federal Deposit Insurance Corporation;

4. The assets of a state savings bank may be invested in commercial paper eligible for purchase by Federal Reserve Banks;

5. A state savings bank shall not invest more than 20 percent of its assets in loans the primary security for which is nonresidential real estate; and

6. A state savings bank shall conform to the loans-to-one-borrower limitations contained in § 6.2-875.

1991, c. 230, § 6.1-194.136; 1994, c. 330; 2003, c. 353; 2010, c. 794.

§ 6.2-1188. Effect of repeal or amendment of statute or regulation on existing loan or investment.

Any investment or loan that was in compliance with the provisions of this chapter or a regulation of the Commission in existence when such investment or loan was made shall remain a legal investment or loan even though the power to make such investment or loan in the future is amended or revoked by regulation or by action of the General Assembly.

1985, c. 425, § 6.1-194.70; 1991, c. 230, § 6.1-194.137; 2010, c. 794.

§ 6.2-1189. Limitation on liability of savings institutions making loans for certain purposes.

A savings institution that makes a loan, the proceeds of which are used or may be used by the borrower to finance the purchase, design, manufacture, construction, repair, modification, or improvement of real or personal property for personal use, or for sale or lease to others, or for the acquisition or operation of a business, shall not be held liable to such borrower or to any third persons (i) for any loss or damage occasioned by any defect in the real or personal property so purchased, designed, manufactured, constructed, repaired, modified, or improved, (ii) for any loss or damage resulting from the failure of the borrower to use due care in the design, manufacture, construction, repair, modification, or improvement of any such real or personal property, or (iii) for the acts or omissions of the borrower in acquisition or operation of a business, unless such loss or damage is a result of an action of the savings institution outside the scope of its business as a savings institution, or unless the institution has knowingly been a party to misrepresentations with respect to such real or personal property.

1972, c. 796, § 6.1-195.6; 1985, c. 425, § 6.1-194.71; 1987, c. 335; 2010, c. 794.

§ 6.2-1190. Perfection of certain security interests.

When securities are sold by a savings institution subject to an obligation of repurchase, any security interest or interest of ownership therein may be perfected (i) as specified by Title 8.8 or Title 8.9A; (ii) by designation to the person holding physical custody thereof, which shall include a person keeping the master records, in case of securities identified by book entry only, that certain securities identified by serial number or dollar amount are held for the benefit of third parties other than the savings institution, who may, but need not be, identified by name; or (iii) by physical separation on the premises of the savings institution in a separate drawer, compartment, or other facility. The savings institution may, from time to time, instruct any third party holding such securities that the previously identified securities or an amount of such securities previously identified as pledged or belonging to third parties, have been released from such pledge by payment of all or part of the amount due, or have been repurchased. There shall be an identification on the records of the savings institution of the persons who are pledgees or owners of such securities.

1983, c. 446, § 6.1-195.22:3; 1985, c. 425, § 6.1-194.72; 1986, c. 509; 2010, c. 794.

Article 9. Supervision.

§ 6.2-1191. General supervisory powers of Commission.

The Commission shall have general supervisory powers with respect to all state associations, state savings banks and their holding companies, foreign savings institutions transacting business in the Commonwealth, savings institution holding companies whose principal place of business is located in the Commonwealth, service corporations that are owned or controlled by one or more state savings banks, service corporations the principal offices of which are located in the Commonwealth or that are owned or controlled by one or more state associations, and any other person who is subject to the provisions of this chapter.

1985, c. 425, § 6.1-194.73; 1991, c. 230, § 6.1-194.139; 2010, c. 794.

§ 6.2-1192. Regulations.

A. The Commission may adopt such regulations as it deems appropriate to effect the purposes of this chapter. Before adopting any regulation, the Commission shall give reasonable notice of its content and shall afford interested parties an opportunity to present evidence and be heard, in accordance with the Commission's Rules.

B. The Commission may adopt such regulations as may be necessary to permit state savings institutions to have powers comparable with those of federal savings institutions, regardless of any then existing statute, regulation or court decision limiting or denying such powers to state savings institutions. The requirement of a public hearing shall not automatically apply to regulations adopted under this subsection, but the Commission may have such hearing as it deems appropriate.

C. The Commission may adopt regulations governing savings institution holding companies doing business in the Commonwealth, including the activities of such companies and their subsidiaries.

D. The Commissioner shall publish and mail to each state savings institution and foreign savings institution doing business in the Commonwealth a copy of all regulations of the Commission in effect pertaining to such savings institutions at such times as he may deem proper.

E. Regulations adopted by the Commission shall continue in effect until amended or revoked by the Commission or superseded by action of the General Assembly.

1972, c. 796, § 6.1-195.72; 1985, c. 425, §§ 6.1-194.74, 6.1-194.75, 6.1-194.76, 6.1-194.87; 1990, c. 3; 1991, c. 230, §§ 6.1-194.140, 6.1-194.141, 6.1-194.142; 1996, c. 16; 2010, c. 794.

§ 6.2-1193. Statements to be furnished by Commission to directors of savings institutions.

The Commission shall prepare and make available to each member of the board of directors of every state savings institution a statement describing generally their duties and responsibilities. The statement shall include a brief outline of the examining procedure employed by the Commission, an explanation of the distinction between an examination and an audit, and any information that the Commission deems necessary to apprise the directors of the necessity for an adequate system of internal controls.

Code 1950, § 6-201.59; 1960, c. 402; 1966, c. 584, § 6.1-189; 1972, c. 796, § 6.1-195.69; 1985, c. 425, § 6.1-194.77; 1991, c. 230, § 6.1-194.143; 2010, c. 794.

§ 6.2-1194. State savings institutions to furnish financial statements and reports.

A. Every state savings institution shall furnish the Commission within 30 days after the close of its fiscal year a statement of its financial condition on forms supplied by the Commission. The statements shall be made in accordance with forms prescribed by the Commission, certified under oath by the president or treasurer of the savings institution, and attested by at least three of its directors. Insofar as practicable, the reports required by this section shall conform to those required of savings institutions insured by any instrumentality of the federal government that insures or regulates savings institutions. The Commission shall allow state savings institutions to submit the statements electronically. Any state association that submits such statements electronically shall maintain a copy of the statement with the required certified signatures affixed.

B. Every state savings institution shall make such other reports as the Commission may from time to time require.

Code 1950, § 6-201.57; 1960, c. 402; 1966, c. 584, § 6.1-187; 1972, c. 796, § 6.1-195.67; 1985, c. 425, § 6.1-194.78; 1991, c. 230, § 6.1-194.144; 1996, c. 14; 1997, c. 407; 2010, c. 794.

§ 6.2-1195. Examination of state savings institutions and affiliates by Commissioner; report of examination.

A. As used in this section, the term "affiliate of any state savings institution" means any entity (i) of which the state savings institution, directly or indirectly, owns or controls either a majority of the voting shares or more than 50 percent of the number of shares voted for the election of its directors, trustees, or other persons exercising similar functions at the preceding election, or controls in any manner the election of a majority of its directors, trustees, or other persons, exercising similar functions, (ii) of which control is held, directly or indirectly, through stock ownership or in any other manner, by the shareholders of such state savings institution who own or control either a majority of the shares of the state savings institution or more than 50 percent of the number of shares voted for the election of directors of the state savings institution at the preceding election, or by trustees for the benefit of the shareholders of the state savings institution, or (iii) of which a majority of the directors, trustees, or other persons exercising similar functions are directors of the state savings institution.

B. The Commissioner shall, not less than once during any period of three consecutive calendar years, or at such additional times as he deems necessary, with or without previous notice, examine each state savings institution. A copy of the report of all examinations shall be furnished to the savings institution. The report shall be presented by the president or other chief executive officer to the directors at their next meeting.

C. No other copies of a report of examination shall be made except as necessary for review by officers and directors of the state savings institution. Copies of the report made for officers and directors of the savings institution shall not be removed from the premises of such savings institution and shall be destroyed after the review has been completed. The original examination report shall be kept among the records of the Bureau. Upon resolution of the board of directors of a savings institution, examination reports may be inspected in the savings institution by such other persons as the board may specify.

D. In connection with the examination of any state savings institution, the Commission may make or cause to be made an examination of the affiliates of the state savings institution as shall be necessary to ascertain the financial condition of the savings institution and disclose fully the relations between the savings institution and its affiliates and the effect of such relations upon the affairs of the savings institution.

E. Upon written application made to the Commission by the board of directors or by the stockholders representing two-fifths of the total outstanding capital stock of any savings institution incorporated under the laws of and doing business in the Commonwealth, or when, in the judgment of the Commission, it may be necessary for the protection of the public or of persons depositing or dealing with such state savings institution, the Commission shall cause to be made a special examination of such state savings institution. All expenses incident to such special examination may be charged to the state savings institution so examined and shall be paid by the savings institution so charged.

Code 1950, § 6-201.54; 1960, c. 402; 1966, c. 584, § 6.1-184; 1972, c. 796, § 6.1-195.64; 1976, c. 82; 1985, c. 425, § 6.1-194.79; 1991, c. 230, § 6.1-194.145; 1992, c. 224; 1996, c. 80; 1997, c. 50; 2010, c. 794.

§ 6.2-1196. Access to books and evidence of debt; examination of directors, officers, and employees under oath.

A. The officers, directors, and employees of every savings institution doing business in the Commonwealth shall, upon the demand of the person designated by law to make any examination of the institution:

1. Give to such examiner full access to all money, books, papers, notes, bills, and other evidence of debt of the savings institution;

2. Disclose fully and truly all of its indebtedness and liability; and

3. Furnish the examiner with all information that the examiner deems necessary to a full investigation into the affairs of the savings institution.

B. The Commission may examine under oath any and all of the directors, officers, clerks, and employees of a savings institution touching any matter or thing connected with the operation of the savings institution. Any duly authorized examiner shall have the authority to administer oaths to the persons examined.

Code 1950, § 6-201.56; 1960, c. 402; 1966, c. 584, § 6.1-186; 1972, c. 796, § 6.1-195.66; 1985, c. 425, § 6.1-194.80; 1991, c. 230, § 6.1-194.146; 2010, c. 794.

§ 6.2-1197. False statements; penalty.

Any officer, director, or agent of a savings institution who knowingly makes a false statement of the condition of the institution to the Commission is guilty of a Class 6 felony.

Code 1950, § 6-201.62; 1960, c. 402; 1966, c. 584, § 6.1-192; 1972, c. 796, § 6.1-195.73; 1985, c. 425, § 6.1-194.81; 1991, c. 230, § 6.1-194.147; 2010, c. 794.

§ 6.2-1198. Audits.

The Commission may require a savings institution doing business in the Commonwealth to have an audit made of its books, records and methods of operation, whenever it appears to the Commission that the system of internal controls is not adequate or that the savings institution is engaging in dangerously unsound practices or that the financial condition of the institution makes it necessary.

Code 1950, § 6-201.58; 1960, c. 402; 1966, c. 584, § 6.1-188; 1972, c. 796, § 6.1-195.68; 1985, c. 425, § 6.1-194.82; 1991, c. 230, § 6.1-194.148; 2010, c. 794.

§ 6.2-1199. Powers of Commission in case of nonobservance of law, noncompliance with orders, insufficient reserves or insolvency; appointment of Federal Deposit Insurance Corporation as receiver.

A. If the Commission finds that: (i) the laws of the Commonwealth are not being fully observed by a savings institution doing business in the Commonwealth; (ii) a savings institution is being operated in an unsafe or unsound manner; (iii) the institution has failed to comply with the lawful orders of the Commission; (iv) the reserve of the institution is insufficient for the protection of account holders; or (v) a savings institution is, or is about to become, insolvent, it shall give immediate notice thereof to the officers and directors of the institution. If necessary to conserve the assets of the institution or to protect the interests of its account holders or the public interest, the Commission may, after reasonable notice to the institution and opportunity for it to be heard:

1. Close the institution for a period not exceeding 60 days, which period may be further extended for a like period or periods as the Commission deems necessary;

2. Require the officers and directors of the institution to liquidate, insofar as is required, its outstanding loans;

3. Require that all lawful orders of the Commission be complied with;

4. Require the institution to make reports daily or at such other times as it may require as to the results achieved in carrying out its orders;

5. Temporarily suspend the right of such institution to receive any further deposits;

6. Without examination, close, for such period or periods as the Commission may deem necessary, any savings institution facing an emergency due to withdrawal of deposits or otherwise, or, without closing such savings institution, grant to it the right to suspend or limit the withdrawal of deposits, for such period as the Commission may determine; or

7. Require that the savings institution desist from those activities that have resulted in the unsafe or unsound operation of the institution.

B. If the Commission determines that a receiver should be appointed for a savings institution, the Commission may close the doors of the institution, take charge of the books, assets and affairs of the institution, and apply to any court in the Commonwealth having jurisdiction to appoint receivers for the appointment of a receiver to take charge of the institution's business and assets. Proceedings for the appointment of a receiver of a savings institution shall not be entertained by any court except on the application of the Commission.

C. In any case where the Commission finds that an insured savings institution is insolvent or about to become insolvent, the Commission may seek the appointment of the Federal Deposit Insurance Corporation as receiver for the savings institution. The court may appoint the Federal Deposit Insurance Corporation as receiver for the savings institution if it finds that to do so would be in the public interest. Upon its being appointed, the Federal Deposit Insurance Corporation shall not be required to post bond, and it shall have as receiver all those powers afforded under federal law.

D. The Commissioner may issue and serve upon an association an order to cease and desist from an unsafe or unsound practice or a violation if, in the opinion of the Commissioner, an association (i) is engaging or has engaged, or there is reasonable cause to believe is about to engage, in an unsafe or unsound practice in conducting the business of the association; or (ii) is violating or has violated, or there is reasonable cause to believe is about to violate, this chapter or any other applicable law, regulation, or order. An order to cease and desist shall contain a statement of the facts constituting the alleged violation or unsafe or unsound practice, and it may require, in terms that may be mandatory or otherwise, an association, its directors, officers, employees, or agents to cease and desist from such violation or practice. The order shall specify the effective date thereof and shall contain a notice to the association of its right to request a hearing on the order in accordance with the Commission's Rules.

E. When the unsafe or unsound practice or the violation specified in an order to cease and desist, or any continuation thereof, is likely to prejudice the interests of the account holders or the stockholders of an association, the Commissioner may issue his order effective immediately. An order to cease and desist shall remain in effect until it is withdrawn by the Commissioner or is terminated by the Commission after a hearing on the matter. A request for hearing under this section shall be given expeditious treatment on the docket of the Commission, and the Commission need not allow for 10 days' notice to the parties.

Code 1950, § 6-201.60; 1960, c. 402; 1966, c. 584, § 6.1-190; 1972, c. 796, § 6.1-195.70; 1983, c. 506; 1985, c. 425, § 6.1-194.83; 1990, c. 3; 2010, c. 794.

§ 6.2-1200. Removal of director or officer; appeal; penalty for acting after removal.

A. Whenever any director or officer of a savings institution doing business in the Commonwealth has knowingly continued to violate any law relating to such savings institution or has knowingly continued any unsafe or unsound practice in conducting the business of such institution, after the director or officer, and the board of directors of the institution of which he is a director or officer, have been warned in writing by the Commissioner to discontinue such violation of law or such unsafe or unsound practice, the Commissioner shall certify the facts to the Commission. The Commission shall thereupon enter an order requiring such director or officer to appear before the Commission, within not less than 10 days, to show cause why he should not be removed from office and thereafter restrained from participating in any manner in the management of such savings institution. Such order shall contain a brief statement of the facts certified to the Commission by the Commissioner. A copy of the order shall be served upon the director or officer, and a copy thereof shall be sent by certified or registered mail to each director of the savings institution affected.

B. If, after granting the accused director or officer a reasonable opportunity to be heard, the Commission finds that he has knowingly continued to violate any law relating to the savings institution, or has knowingly continued any unsafe or unsound practice in conducting the business of the institution, after he and the board of directors of the institution of which he is a director or officer have been warned in writing by the Commissioner to discontinue such violation of law or unsafe or unsound practice, the Commission shall enter an order removing the director or officer from office and restraining the director or officer from thereafter participating in any manner in the management of such savings institution. A copy of such order shall be served upon the director or officer and upon the savings institution of which he is a director or officer, whereupon the director or officer shall cease to be a director or officer of the institution and shall thereafter cease to participate in any manner in the management of the institution.

C. Any director or officer removed and restrained under the provisions of this section who thereafter participates in any manner in the management of such savings institution, except as a stockholder therein, is guilty of a Class 6 felony.

1985, c. 425, § 6.1-194.84; 2010, c. 794.

§ 6.2-1201. Special examinations.

When (i) written application is made to the Commission by the board of directors or by the stockholders representing two-fifths of the total outstanding capital stock of any savings institution incorporated under the laws of and doing business in the Commonwealth, or (ii) in the judgment of the Commission it may be necessary for the protection of the public or of persons depositing or dealing with such savings institution, the Commission shall cause to be made a special examination of such savings institution. All expenses incident to such special examination may be charged to the savings institution so examined and shall be paid by the savings institution so charged.

1990, c. 247, § 6.1-194.84:1; 2010, c. 794.

§ 6.2-1202. Fees for supervision and regulation; investigations.

A. For the purpose of defraying the expenses of supervision and regulation of state savings institutions and foreign savings institutions doing business in the Commonwealth, the Commission shall, on or before July 1 of each year, assess against every such savings institution fees in accordance with a schedule to be set by the Commission. Such schedule shall bear a reasonable relationship to the total assets of various individual savings institutions and to the costs of their respective supervision, regulation, and examination.

B. All fees so assessed shall be paid into the state treasury on or before July 31 following. The Commission shall mail the assessments to each association on or before July 1 of each year.

C. The Commission shall charge a fee:

1. Of $1,800 for investigating an application for authority to establish a branch, if the branch is to be located within the Commonwealth;

2. As prescribed by the Commission for investigating an application for authority to establish a branch if the branch is to be located outside the Commonwealth;

3. Of $1,000 for investigating an application for authority to change the location of an existing main office or branch office;

4. Of $10,000 for investigating an application for a certificate of authority in the case of a state association;

5. As prescribed by the Commission for investigating an application for a certificate of authority in the case of a foreign savings institution;

6. Of $7,500 for investigating an application for merger or consolidation;

7. Of $2,000 for investigating an application for authority to exercise trust powers if such powers are to be exercised through a trust department;

8. Of $10,000 for investigating an application for authority to exercise trust powers if such powers are to be exercised through a trust affiliate or subsidiary;

9. Of $5,000 for investigating an application to convert from a state association to a state savings bank pursuant to subsection B of § 6.2-1143 or from a state bank to a state savings bank pursuant to § 6.2-829; and

10. Of $10,000 for investigating an application for a conversion other than a conversion from a state association or state bank to a state savings bank as provided in subdivision 9.

D. The Commission shall not be entitled to any fees other than as provided in subdivision C 6 for investigating any application to retain existing branches of the applying savings institution as branches of the merged or consolidated institutions. The fee prescribed in subdivision C 6 may be waived by the Commission in the case of supervisory mergers or consolidations made pursuant to § 6.2-1205.

E. Notwithstanding the designation of the several fees set forth in subsection C, the Commission may reduce by regulation or order any such fee or fees, if the Commission concludes that there is a reasonable basis for doing so and that the reduction of the fee will not be detrimental to the effectiveness of the Bureau.

Code 1950, § 6-201.55; 1960, c. 402; 1966, c. 584, § 6.1-185; 1972, c. 796, § 6.1-195.65; 1974, c. 181; 1976, c. 658; 1982, c. 455; 1984, c. 344; 1985, c. 425, § 6.1-194.85; 1986, c. 122; 1987, c. 172; 1988, c. 5; 1991, c. 230, § 6.1-194.149; 1992, c. 283; 1994, c. 331; 1998, c. 19; 2010, c. 794.

§ 6.2-1203. Examination of persons believed to be doing business without authority; doing business without authority; penalty.

A. The Commissioner shall examine the accounts, books, and papers of any person or entity that he has reason to believe is doing the business of a savings institution in the Commonwealth without legal authority to do so. Any person having possession, custody, or control of such accounts, books, and papers refusing to produce such documents for examination by the Commissioner is guilty of a Class 1 misdemeanor.

B. Every person who does the business of a savings institution in the Commonwealth without authority, and every officer and agent of a corporation doing such business without authority who knowingly participates therein, is guilty of a Class 6 felony.

Code 1950, §§ 6-201.50, 6-201.51; 1960, c. 402; 1966, c. 584, §§ 6.1-180, 6.1-181; 1972, c. 796, §§ 6.1-195.60, 6.1-195.61; 1985, c. 425, § 6.1-194.86; 1992, c. 136; 2010, c. 794.

§ 6.2-1204. Compliance by savings institution holding companies with federal regulations constitutes compliance with Commission regulations.

Any savings institution holding company that does not have any subsidiaries that are state savings institutions and that is subject to regulations adopted by the appropriate federal authority shall be deemed to be in substantial compliance with the regulations adopted by the Commission if it is in compliance with the regulations adopted by the appropriate federal authority.

1985, c. 425, § 6.1-194.87; 1990, c. 3; 1996, c. 16; 2010, c. 794.

§ 6.2-1205. Merger, consolidation or transfer of assets of insolvent or financially unstable savings institution; notice and hearing; final order; priorities; examinations of resulting institutions.

A. As used in this section:

"Bank" or "savings institution" means institutions incorporated or established under the laws of (i) the Commonwealth, (ii) the United States, or (iii) any other state, which institutions' deposits are insured as required by this title for the issuance of a certificate of authority to do business.

"Insolvent" means that the current book value of liabilities is in excess of the current book value of assets.

B. If the Commission finds that (i) a state savings institution is insolvent, or, in its opinion, the financial stability of a state savings institution is threatened, (ii) the merger or consolidation of such state savings institution into another savings institution or into a bank is desirable for the protection of the stockholders, members or depositors of such association, and that such merger or consolidation is in the public interest, and (iii) an emergency exists, and if the board of directors of such state savings institution approves a plan of merger or consolidation of such savings institution into another savings institution or bank, compliance with the requirements of § 13.1-718 or 13.1-895 shall be dispensed with as to such state savings institution. In such event, the approval by the Commission of such plan of merger or consolidation shall be the equivalent of approval by the holders of more than two-thirds of the outstanding shares of such state savings institution for all purposes of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 of Title 13.1 or the approval of two-thirds of the members for all purposes of Article 11 (§ 13.1-893.1 et seq.) of Chapter 10 of Title 13.1.

C. If the Commission finds that (i) a state savings institution is insolvent, or in its opinion, the financial stability of a state savings institution is threatened, (ii) the acquisition of the assets and liabilities of such savings institution by another savings institution or by a bank is in the best interests of the stockholders, members or depositors of such state savings institution, and that such acquisition of the assets and liabilities is in the public interest, and (iii) an emergency exists, it may, with the consent of the board of directors of both institutions as to the terms and conditions of such transfer, including the assumption of all or certain liabilities, enter an order transferring some or all of the assets and liabilities of such state savings institution to such other savings institution or bank. In such event, compliance with the provisions of § 13.1-723, 13.1-724, 13.1-899, or 13.1-900 shall not be required, and § 13.1-730 shall not be applicable to such transfer.

D. In the case either of such a merger, consolidation or a transfer of assets and liabilities, the Commission shall provide that prompt notice of its findings, and plan of merger, consolidation or transfer of assets and liabilities, be sent to the stockholders or members of record of such insolvent savings institution or savings institution threatened with financial instability for the purpose of providing such shareholders or members an opportunity to challenge the findings of the Commission and the plan of merger, consolidation or transfer of assets and liabilities. The relevant books and records of such state savings institution shall remain intact and be made available to such shareholders or members for a period of 30 days after such notice is sent. The Commission's findings and plan of merger, consolidation or transfer of assets and liabilities shall become final if a hearing before the Commission is not requested by any such shareholder or member in a written request delivered to the Commission within 15 days after the notice specified by this section is sent. Any such request for a hearing shall contain a statement of the specific grounds for such shareholder's or member's challenge to the Commissioner's findings and plan of merger, or consolidation or transfer of assets and liabilities.

E. If, after a hearing as provided in subsection D, the Commission finds that good cause has been shown for the reversal or modification of its initial findings, or for rescission or modification of its initial plan for merger, consolidation or transfer of assets and liabilities, the Commission shall enter its final order accordingly. If, after such hearing, the Commission affirms its original findings and plan for merger, or consolidation or transfer of assets and liabilities, its order shall be final.

F. Notwithstanding any other provision of law, any institution resulting from a merger, consolidation or a transfer of assets and liabilities under the provisions of this section shall have the right to retain and operate all offices of the institution so merged, consolidated or acquired that were in operation at the time of such merger, or consolidation or acquisition. This section shall not be construed to allow the establishment of additional branches by any institution resulting from such merger, consolidation or transfer than would otherwise be allowed by the laws of the Commonwealth.

G. The Commission shall authorize transactions under this section in the following order of priority:

1. Between financial institutions of the same type located within the Commonwealth;

2. Between financial institutions of different types located within the Commonwealth;

3. Between financial institutions of the same type including depository institutions located outside the Commonwealth; and

4. Between financial institutions of different types including depository institutions located outside the Commonwealth.

H. In considering transactions involving financial institutions located outside the Commonwealth, the Commission shall give priority to plans of merger, consolidation or asset acquisition involving financial institutions located in states adjoining the Commonwealth or located in the District of Columbia.

I. Any institution resulting from a transaction authorized by this section whose main office is located outside of the Commonwealth shall, as a condition of being able to do business in the Commonwealth, allow the Commission to examine such institution from time to time as the Commission deems necessary. In conducting such examinations, the Commission shall have all of the powers provided by this title relating to the examination of financial institutions.

J. The provisions of Article 5 (§ 6.2-1148 et seq.) of this chapter shall not apply to mergers, consolidations, and acquisitions authorized by the provisions of this section.

1983, c. 450, § 6.1-195.70:2; 1985, c. 425, § 6.1-194.88; 1991, c. 230, § 6.1-194.150; 1994, c. 353; 2005, c. 765; 2010, c. 794.

The chapters of the acts of assembly referenced in the historical citation at the end of these sections may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.

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