Title 5, Banking

§ 1625. Determination of public convenience. Upon the application for a certificate that public convenience and advantage will be promoted by the establishment of the savings bank, the State Bank Commissioner shall consider and determine whether public convenience and advantage w…

§ 1626. Organization meeting of incorporators; notice; proceedings. (a) The first meeting of the incorporators shall be called by a notice signed either by the incorporator who is designated in the articles of association for the purpose or by a majority of the incorporators. The…

§ 1627. Articles of organization. The president and a majority of the directors elected at the organization meeting of the incorporators shall make, sign and make oath to a certificate (hereinafter called “articles of organization”) setting forth: (1) A true copy of the articles …

§ 1628. Approval of articles of organization. The articles of organization, together with the records of the proposed corporation, shall be submitted to the State Bank Commissioner. The Commissioner shall examine the same, and may require such amendment thereof or such additional…

§ 1629. Filing of articles of organization. The articles of organization with the endorsement of the State Bank Commissioner shall, within 30 days after the date of the endorsement, be filed in the office of the Secretary of State.71 Del. Laws, c. 25, § 35;

§ 1630. Certificate of incorporation; issuance, form, recording and evidence. (a) Upon the filing of the articles of organization as required by § 1629 of this title, the Secretary of State shall issue a certificate of incorporation in the following form: STATE OF DELAWARE Be it …

§ 1631. Commencement of corporate existence. Upon the issuance of the certificate of incorporation by the Secretary of State and the recording of the certificate and articles of organization as provided in § 1630 of this title, the persons named in the certificate, their successo…

§ 1632. Commencement of business; certificate authorizing. (a) A certified copy of the certificate of incorporation and of the articles of organization and the endorsement of the approval of the State Bank Commissioner shall be filed with the State Bank Commissioner. (b) (1) If t…

§ 1633. Revocation of charter for failure to commence business within reasonable time. Every corporation created under this chapter shall, after the expiration of a reasonable time from the date of its incorporation, as determined by the State Bank Commissioner, be actively engag…

§ 1634. Fees of Secretary of State and Commissioner. The following fees shall be collected by and paid to the Secretary of State, for the use of the State: (1) For making and issuing the certificate of incorporation, $11.50; (2) For making the certified copy of the articles of as…

§ 1641. Bylaws, adoption, amendment and repeal. A corporation may adopt bylaws for the proper management of its affairs and may establish regulations controlling the assignment and transfer of its shares. The first set of bylaws shall be adopted at the meeting of the incorporator…

§ 1642. Directors; number, quorum, term, vacancies and oath. (a) The business of every corporation organized under this chapter shall be managed by a board of directors. The number of directors which shall constitute the whole board shall be such as shall be fixed by, or in the m…

§ 1643. Stockholders’ meetings; time, place, adjournment and quorum. (a) Meetings of stockholders (except the meeting of incorporators referred to in § 1626 of this title) shall be held in this State. The bylaws shall fix the time of the annual meeting and may provide for special…

§ 1644. Voting rights of stockholders. Each stockholder shall, at every meeting of the stockholders, be entitled to 1 vote in person or by proxy for each share of the capital stock held by such stockholder on all issues on which such stockholder is entitled to vote. No stock shal…

§ 1645. Capital stock; minimum required. The capital stock of a savings bank organized under this chapter shall be as follows: not less than $500,000 if the savings bank is located in a city or town having a population of more than 50,000 persons; not less than $350,000 if the sa…

§ 1646. Par value of stock; payment for and issuance; increase and reduction. The capital stock shall be divided into shares of a stated par value. No business shall be transacted by the corporation until the whole amount of its capital stock is subscribed for and actually paid i…

§ 1647. Stockholders’ liability. The private property of the stockholders shall not be subject to the payment of the corporate debts except as otherwise provided in the articles of association.71 Del. Laws, c. 25, § 35;

§ 1648. Dividends. The directors of a savings bank may declare dividends on common or preferred stock of so much of the net profits of the corporation as they shall judge expedient; but the corporation shall, before the declaration of a dividend on common stock from the net profi…

§ 1649. Meetings of members of nonstock corporations; voting rights; time, place, adjournment and quorum. (a) Unless otherwise provided in the certificate of incorporation of a nonstock corporation, each member shall be entitled at every meeting of members to 1 vote in person or …

§ 1650. Amendment of charter. (a) Savings banks organized under this chapter shall amend their certificates of incorporation by and under this section. (b) Any savings bank may, from time to time, when and as desired, amend its certificate of incorporation relating to the regulat…

§ 1661. General powers of corporations organized under this chapter. (a) A corporation established under and in compliance with this chapter shall have power to: (1) Sue and be sued, complain and defend in any court of law or equity; (2) Make and use a common seal and alter the s…

§ 1662. Limitations on powers and activities of savings banks. (a) (1) A savings bank shall operate so as to satisfy the Qualified Thrift Lender Test, as provided in § 10(m) of the Home Owners’ Loan Act (12 U.S.C. § 1467a(m)), or in accordance with such regulations or orders as m…

§ 1663. Loans on security of and purchase of its own capital stock. No corporation established under this chapter shall directly or indirectly make a loan or discount on the security of the shares of its own capital stock, nor be the purchaser or holder of such shares, unless suc…

§ 1664. Conversion of a nonstock savings bank to a stock savings bank. Subject to the approval of the Commissioner, a savings bank may convert from a nonstock to a stock form of organization in accordance with such regulations, orders or procedures as may be established or issued…

§ 1665. Reorganization as a mutual holding company. Subject to the approval of the State Bank Commissioner, a nonstock savings bank may reorganize so as to become a mutual holding company and, in connection with such reorganization, form a stock savings bank subsidiary of the hol…

§ 1701. Definitions. For the purpose of this Code and any other laws of this State relating to building and loan associations, unless otherwise specifically defined, or another intention clearly appears, or the context requires a different meaning: (1) “Association” means a build…

§ 1702. Application of chapter; exception. (a) This chapter shall apply to and be enforceable against all corporations, persons, firms, partnerships, associations, trustees or combinations of persons, which or who transact, or attempt to transact, a building and loan business, or…

§ 1703. Supervision and examination of association by Commissioner. (a) Every building and loan association having an office or place of business in this State and transacting business in this State shall be subject to the supervision and examination of the State Bank Commissione…

§ 1704. Exemption from examination by Commissioner. A building and loan association which shall be examined by a certified public accountant may be exempted from examination by the Commissioner, and an examination by a certified public accountant may be accepted by the Commission…

§ 1705. Annual report to Commissioner. (a) Every building and loan association existing under this Code or any other law of this State or any other state, and doing business within the boundaries of this State, shall annually, at the end of its fiscal year, furnish to the State B…

§ 1706. Publication of statement of assets and liabilities. The State Bank Commissioner may require annually at the end of its fiscal year, the publication of a report by a building and loan association in 1 issue of a newspaper located within the county in which it has its offic…

§ 1707. Foreign associations; annual designation of resident agent; wholly-owned subsidiary required; waiver of requirement [Repealed]. Repealed by 68 Del. Laws, c. 105, § 5, eff. July 3, 1991.

§ 1708. Exemption from operation of attachment laws. No building and loan association authorized to do business under this Code or any other law of this State shall be subject to the operations of the attachment laws of this State, as provided in the case of individuals.32 Del. L…

§ 1709. Unsound condition of association or unauthorized conduct of business; receivership and other remedial proceedings. (a) Proceedings may be instituted against any building and loan association doing business within the boundaries of this State, whenever it appears to the St…

§ 1710. Violations and penalties. Any building and loan association wilfully violating or failing to observe and comply with this chapter shall be subject to a penalty of not less than $100 for each violation thereof, and for each failure to observe and comply with this chapter. …

§ 1711. Penalty; soliciting subscriptions to shares for a commission [Repealed]. Repealed by 68 Del. Laws, c. 105, § 7, eff. July 3, 1991.

§ 1721. Requirement of license. No person shall engage in the business of a building and loan association, or a business similar to that of a building and loan association, within the limits of the State until a license has been obtained or the registration requirements fulfilled…

§ 1722. Annual license fees. Every building and loan association created under this Code or any other law of this State, and doing business in this State, shall pay to the State Bank Commissioner, for the use of the State, at the time of filing its annual report, an annual licens…

§ 1723. Application for license generally; grounds for refusal; fee upon approval of application; investigation fee; moratorium upon issuance. (a) Every person, desiring to obtain a license under this chapter, shall file with the Commissioner an application in writing in such for…

§ 1724. Issuance of license; term. If it appears from the annual statement filed with the State Bank Commissioner, that a building and loan association is in a safe or solvent condition, is transacting business in compliance with the law, and payment of the annual renewal license…

§ 1725. Revocation or withholding of license. If any building and loan association violates this chapter, or any law of the State, the State Bank Commissioner may revoke or withhold its license to do business.32 Del. Laws, c. 107, § 17; Code 1935, § 2352; 5 Del. C. 1953, § 1725;

§ 1726. Penalty for doing business without license. Whoever, being an agent or officer of any building and loan association which has not obtained authority to do business in this State under this chapter, or the authority of which has been revoked by the State Bank Commissioner,…

§ 1727. Insurance required. A building and loan association whose total assets exceed $15,000,000 or registered office of an association created under the laws of any other state may not engage in business within this State unless its shares, savings accounts, savings certificate…

§ 1801. Annual franchise tax; rate of taxation. (a) A franchise tax is hereby imposed on the “taxable income” of building and loan associations (computed on a basis that consolidates with the income of such building and loan association for the tax year involved, the income of al…

§ 1802. Report of net earnings and payment of tax; penalties. (a) Within 75 days after the end of its fiscal year the building and loan association, acting through its president, treasurer, or other proper officer, shall report under oath to the State Bank Commissioner, the net e…

§ 1803. Tax lien. If any building and loan association shall fail to pay any tax due under this chapter, on or before the due date, the full amount of all such tax due the State shall be a lien in favor of the State upon all property and all rights to property, real or personal, …