Title 45, Banks And Financial Institutions

(a) Capital stock shall constitute a reserve out of which losses shall be paid after all other available reserves have been exhausted, and shall have a par value, or if the capital stock has no par value, then a stated value, of one dollar ($1.00) per share or another amount that…

(1) Consideration for Issuance of Stock. An association may issue the shares of capital stock authorized by its charter and none other. The capital stock of an association, when issued, shall not be retired or withdrawn except as hereinafter provided until all liabilities of the …

Every association may amend its charter in the manner set forth herein. Each proposed amendment, together with a certified copy of the authorizing resolution, shall be submitted to the commissioner for approval. If the commissioner finds that the proposed amendment is in conformi…

(a) Merger. Any two (2) or more associations may merge into one (1) of the associations in the manner set forth herein. The board of directors of each association shall, by resolution adopted by a majority of the existing members of each board, approve a plan of merger setting fo…

An association, in one (1) transaction not in the ordinary course of its business, may sell all or substantially all of its assets, with or without its name and good will, to another association or to a federal association, in consideration of money, stock, or obligations of the …

(1) Resolution by Board of Directors. The procedure to effect a sale of all or substantially all of the assets of an association shall be as follows:(1) Resolution by Board of Directors. The board of directors shall, by resolution adopted by a majority of the existing members of …

(1) Approval by Board of Directors. Any state mutual association or any federal association, if otherwise permitted by federal law and regulations, may become a capital stock association operating under this chapter by following the procedures set forth as follows:(1) Approval by…

Any state capital stock association or any federal association, if otherwise permitted by federal law and regulations, may become a state mutual association by following the procedures set forth in § 45-3-1105 and any rules and regulations promulgated by the commissioner.

(1) Approval by Board of Directors. Any association subject to this chapter may become a federal association pursuant to the laws and regulations of the United States and in accordance with the following procedure:(1) Approval by Board of Directors. The board of directors of the …

(a) Mandatory Provisions. The plan of conversion shall provide as follows:(1) Each depositor shall receive a deposit account in the converted association equal in amount to the depositor's account in the converting association; provided, that if the conversion contemplates a purc…

When an association subject to this chapter or a federal association effects a conversion in accordance with this chapter, the corporate existence of the association shall not be interrupted, but the identity of the association shall continue, together with all of the obligations…

(a) (1) The minimum capital with which an association shall commence business shall be determined by reference to, in the case of a capital stock association, the sum of the par or stated value of all issued and outstanding shares of voting common capital stock, and, in the case …

(a) (1) Approval by Commissioner. With the written approval of the commissioner, an association may voluntarily liquidate and dissolve. The commissioner shall grant approval if, from a written application submitted to the commissioner in the form that the commissioner requires, i…

(a) In addition to the minimum capital required by this chapter for a capital stock association to commence business, the subscribers to the capital stock of the association shall pay an additional amount for their stock equal to not less than fifty percent (50%) of the par or st…

(a) The incorporators of a mutual association, in addition to their subscriptions to deposit accounts, shall create an expense fund in an amount not less than fifty percent (50%) of the minimum capital required by this chapter for the association to commence business. (b) Any org…

(a) Contributions made by the incorporators and others to the expense fund and to the undivided profits account, if so required by the commissioner, may be repaid pro rata to the contributors from the net income of the association after provision for required loss reserves and de…

(1) No association shall, without the prior approval of the commissioner:(1) Establish any branch or satellite office other than the home office stated in its charter;(2) Move any home, branch, or satellite office of the association from its immediate vicinity; or(3) Change the n…

All associations subject to this chapter and all federal associations, the directors, officers, agents, or employees of the associations, deposit accounts and capital stock of the associations and the sale, issuance, or offering for sale of deposit accounts and capital stock of t…

No public officer qualified to take acknowledgments or proofs of any instrument in writing in which an association is interested shall be disqualified by reason of the officer's status as a stockholder, member, or employee of the association so interested, and the acknowledgments…

Any and all references in any provision of the laws of this state to the term “building and loan association” are deemed to refer to the term “savings and loan association.”

Any and all references in any provision of the laws of this state to “federal savings and loan associations” are deemed to refer to “savings and loan associations operating under the laws of this state and federal savings and loan associations.”

This chapter shall be liberally construed to promote and foster a sound and efficient system of savings and loan associations.

(a) Requirements for Possession. (1) The commissioner in the commissioner's discretion may take possession of the books, records, and assets of every kind and character of any association subject to this chapter for any of the purposes enumerated in subsection (b) if it appears f…

(a) Plan of Reorganization. A plan of reorganization shall not be approved by the commissioner unless:(1) The plan is feasible and fair to all classes of depositors, other creditors and stockholders, or members;(2) The plan assures the removal of any director, officer, or employe…

(a) Powers of Commissioner. In liquidating an association, the commissioner may exercise any power of the association, but shall not, without the approval of the court in which notice of possession has been filed:(1) Sell any asset of the association having a value in excess of f…

(a) The commissioner, after taking possession of an association for any of the purposes set forth, may, upon application to and approval by the court in which the notice of possession was filed, place the possession of the association in a receiver. (b) Without limitation to the …

(a) It is unlawful for any person not authorized pursuant to this chapter, directly or indirectly, to carry on a savings and loan business within this state, or falsely and with intent to defraud, to act as a savings and loan association, or to represent that the person is acting…

(a) It is unlawful for an association, directly or indirectly, to receive any deposit while in an impaired condition, except with the express written consent of the commissioner, or for an officer, director, agent, or employee of an association who knows, or in the proper perform…

(a) It is unlawful for a director, officer, agent, or employee of an association, directly or indirectly, to conceal or endeavor to conceal any transaction of the association from any officer, director, agent, or employee of the association or from the commissioner, any examiner,…

(a) It is unlawful for any director, officer, agent, or employee of an association, directly or indirectly, to:(1) Maintenance of Accounts. Maintain or authorize the maintenance of any account of the association in a manner that, to the person's knowledge, does not conform to the…

Except as otherwise expressly permitted by this chapter, it is a Class B misdemeanor for an association, directly or indirectly, to pay a fine or penalty imposed by law upon any other person or any judgment against the person, or to reimburse, directly or indirectly, any person b…

It is a Class B misdemeanor for any official, examiner, or other employee of the department to knowingly and willingly make on oath a false report as to the result of any examination.

It is a Class C misdemeanor for any person to willfully and knowingly swear or affirm falsely when being examined under oath by any examiner or by the commissioner, or a hearing examiner in regard to any matter.

It is a Class C misdemeanor for any official, examiner, or other employee of the department to disclose any information concerning an association or any director, officer, agent, or of the association, obtained in the course or as a result of the performance of official duties, o…

(1) It is a Class B misdemeanor for any director of an association to concur in any vote or act of the directors of the association if the director knows or has reason to know that the vote or act is intended to:(1) Place the association in an impaired condition;(2) Cause the ass…

(1) It is a Class B misdemeanor for any officer, director, agent, or employee of an association to, directly or indirectly:(1) Knowingly, or with intent to defraud, receive or possess any of its property otherwise than in payment of a just demand, and omit to make, or cause the o…

It is a Class B misdemeanor for any person to knowingly make, utter, circulate, or transmit to any other person or persons, any statement untrue in fact, derogatory to the financial condition of any association subject to this chapter, or any federal association in this state, wi…

The commissioner shall submit to the district attorneys general for the respective counties of this state any criminal violation of any provisions of this chapter known by the commissioner to have occurred in the county.

(a) Except as otherwise specifically provided in this chapter, any person responsible for an act or omission expressly declared to be a criminal offense by any provision of this chapter commits:(1) A Class C misdemeanor; or(2) If the act or omission was intended to defraud, a Cla…

Whenever a violation of any provision of this chapter by any association or any director, officer, agent, or employee of the association is threatened or impending such that immediate and substantial injury to the association or to its depositors or stockholders will ensue, a cou…

This part shall be known and may be cited as the “Tennessee Reciprocal Savings Institution Act.”

(1) Notwithstanding other provisions of this title, as used in this part, unless the context otherwise requires:(1) “Acquire” means:(A) The merger or consolidation of one (1) association with another association, or a savings and loan holding company with another savings and loan…

(a) An out-of-state savings and loan holding company or out-of-state association that does not have a Tennessee association subsidiary (other than a Tennessee association subsidiary that was acquired either pursuant to § 123 of the Garn-St. Germain Depository Institutions Act of …

Notwithstanding any other provision of law to the contrary, a resulting institution may create and operate branch banks or subsidiaries in any county where the merging or converting association had branch offices or subsidiaries in existence or had applications for branches filed…

This part shall be known and may be cited as the “Tennessee Mutual Savings and Loan Holding Company Act.”

(1) As used in this part, unless the context otherwise requires:(1) “Commissioner” means the commissioner of financial institutions;(2) “Principal place of business” of a mutual savings and loan holding company means the state in which the total deposits of all offices of all sub…