Title 13, Banks, Banking And Finance

Articles of incorporation. (a) The articles of incorporation shall include the following information: (i) The corporate name; (ii) The object for which the corporation is organized; (iii) The term of its existence which may be perpetual; (iv) The place where its office shall be l…

Procedure upon filing of articles of incorporation, application and other information. Upon filing with the state banking commissioner the articles of incorporation as required by W.S. 13-2-201 and 13-2-202, an application and any other information required by the rules and regul…

Application filing fee. The application filed with the state banking commissioner shall be accompanied by a fee established by rule and regulation of the state banking commissioner to cover the expense of the investigation by the state banking commissioner, the expense of the pub…

Procedure for hearings on charter applications. The hearing for a charter application shall be conducted as a contested case under the Wyoming Administrative Procedure Act and shall comply with the requirements of that act.

Emergency charters; fees. (a) Notwithstanding any other provisions contained in this act, a financial institutions charter may be granted by the state banking commissioner without a hearing in any case determined by the state banking commissioner to be an emergency arising from t…

Investigation and examination by banking commissioner. (a) Upon receiving the articles of incorporation, application and other information required, the state banking commissioner shall make a careful investigation and examination of the following: (i) The character, reputation, …

Approval or disapproval of application; criteria for approval; action upon application; interim bank charter; fee. (a) Within ninety (90) days after receipt of the transcript of the public hearing, the board shall in its discretion approve, conditionally approve or disapprove the…

Certificate of authority to commence business required; application; approval or denial; failure to commence business. If the application is approved and a charter granted by the board, the financial institution shall not commence business before receiving a certificate of author…

Decisions by board appealable; grounds. Any decision of the board in approving or disapproving any charter or the issuance or denial of a certificate of authority is appealable to the district court of the county in which the institution is to be located in accordance with the pr…

Report of interests in financial institutions by state banking commissioner and board members. On or before January 10 of each calendar year the state banking commissioner and each member of the board shall submit to the governor a list of all assets and liabilities of any nature…

Conversion of special purpose depository institution into state bank. (a) The commissioner, with approval of the board, may convert the charter of a special purpose depository institution chartered under W.S. 13-12-115 to a state bank chartered under this article. A conversion sh…

Requirements as to capital. (a) The capital stock of each bank organized under this act shall be subscribed for as fully paid stock. No bank shall organize with a capital stock less than five million dollars ($5,000,000.00). (b) No bank shall commence business until the full amou…

Issue of stock. (a) A bank shall not issue any share of stock until the par value of the share has been actually paid in cash. (b) Pursuant to appropriate authority granted in its articles of incorporation, a bank may issue any type of capital stock, including nonvoting shares, a…

Increase or reduction of capital stock. Any bank may increase or reduce the capital stock of the bank after receiving the written approval of the state banking commissioner and by the vote of the shareholders owning two-thirds (2/3) of the stock in the bank at a stockholders' mee…

Transfer of stock and other ownership interests. (a) The shares of stock of banks are personal property and shall be transferred on the books of the bank in such manner as the bylaws may provide. A transfer of stock in a bank is invalid until any impairment of its capital stock h…

Purchase or acceptance of own capital stock. A bank shall not accept as collateral or purchase its own capital stock unless the taking of the collateral or purchase is necessary to prevent loss upon a debt previously contracted in good faith. The stock shall be sold by the bank w…

Stock register; inspection. A bank shall keep a record of shareholders that is open for inspection during business hours to officers, directors and shareholders of the bank. As used in this section, "record of shareholders" means as defined in W.S. 17-16-140(a)(xlix).

Voting by shareholders generally; balloting for directors. (a) Except as otherwise provided by W.S. 13-2-302, each share entitles the owner to one (1) vote on all elections of directors and all other questions submitted at meetings of shareholders. Shareholders may vote by proxie…

Preferred stock. (a) A bank may issue one (1) or more classes of preferred stock upon the approval of two-thirds (2/3) of the stockholders pursuant to this section and the approval of the state banking commissioner. (b) Copies of the directors' and stockholders' minutes approving…

Issuance of capital notes or debentures; generally. (a) A bank may issue, sell or pledge its capital notes or debentures if the bank has first obtained the written or voting approval of the shareholders holding a majority of the shares of the bank and the written approval of the …

Issuance of capital notes or debentures; approval by state banking commissioner. The state banking commissioner may approve the issue of capital notes or debentures by any bank. Applications for approval shall be in writing and contain information which he requests including a fu…

Capital notes or debentures; provisions to be stated. (a) The following provisions shall be stated in the capital notes or debentures: (i) That the notes or debentures are an unsecured indebtedness of the bank and subordinate to the claims of creditors and depositors; (ii) In the…

Capital notes or debentures; conversion into common or preferred stock. Capital notes and debentures may be converted into shares of common or preferred stock in accordance with the provisions of the capital notes or debentures. If capital notes or debentures are converted the pr…

Capital notes or debentures; no assessment or liability. Capital notes, debentures and the holders thereof are not subject to any assessment nor are holders of the notes or debentures liable for any debts or contracts of the bank.

Capital notes or debentures; proceeds not part of capital or surplus. (a) The proceeds from the sale of capital notes or debentures shall not be considered a portion of the capital or surplus of the issuing bank nor treated as meeting any requirements, restrictions or conditions …

Authority to manage banks; qualifications. The affairs of a bank shall be managed by not less than five (5) directors. Shareholders or the board of directors if provided by the articles of incorporation may adopt and amend bylaws for the management of the bank. Each director shal…

Election; term; vacancies; number. (a) The initial and elected directors of any bank shall hold office for one (1) year and until their successors are elected and qualified except in cases of death, resignation or removal under the laws of this state. All elections shall be held …

Meetings; record of proceedings and business. (a) The board of directors of a bank shall hold a regular meeting every quarter of the calendar year. At each meeting a detailed report showing every loan and investment in excess of one percent (1%) of the bank's capital and surplus …

Liability. Any director who participates in or consents to any action of a bank in making loans in excess of or contrary to law or regulations shall be liable in his individual capacity for damages proximately sustained by the bank, its stockholders or other persons.

Definitions. (a) As used in this act: (i) "Branch" means any manned branch bank, branch office, branch agency, additional office, separate office or any branch or separate place of business operated by a parent bank in this state which offers any or all of the banking services co…

Authorization; application; fee; activities; examination; criteria. (a) With prior approval of the state banking commissioner a bank may establish and operate one (1) or more branches at any location in this state or in a state other than Wyoming. (i) Repealed By Laws 1999, ch. 4…

Amendment to articles of incorporation. Before opening a branch under this act, the applicant bank shall deliver an amendment to its articles of incorporation reflecting the branch to the commissioner in the same manner provided in W.S. 13-4-102. W.S. 13-4-102 applies to all amen…

Closing of a branch. No branch shall be closed unless the parent bank certifies to the commissioner that all persons with an account at that branch have been notified of the date of closure not less than sixty (60) days before the date of closure and that a notice indicating the …

Bank facility not a branch. (a) Notwithstanding any other provision of this act, a bank may establish and operate a facility which shall not be considered a branch, but an extension or expansion of an existing parent bank or branch if the facility is: (i) Within the boundary line…

No limits on authority of existing branches and banks. Nothing in this act shall limit the authority of any existing branch or bank operating at the time this act takes effect.

Prohibition on foreign bank branching. Nothing in this act shall be construed as permitting a bank to establish a branch in any state other than Wyoming. Except as provided in W.S. 13-2-702(m) and 13-2-901 through 13-2-904, a bank not authorized or organized to do business under …

Antitrust laws. If, but for this act, any action by any one (1) or more banks would be in violation of the laws of this state or of the United States, commonly referred to as the antitrust laws, then this act shall be construed so as to permit or require only actions that shall n…

Loan production offices; activities; notification; examination; name. (a) After notifying the commissioner, a bank may establish and operate one (1) or more loan production offices. A loan production office may conduct any of the following activities: (i) Solicit loans on behalf …

Definitions. (a) As used in this article: (i) "Affiliate" has the meaning set forth in the Bank Holding Company Act, 12 U.S.C. section 1841(k); (ii) "Bank" has the meaning set forth in 12 U.S.C. section 1813(h), provided that the term "bank" shall include a foreign bank only if o…

Authority of state banks to establish interstate branches. With the prior approval of the commissioner, a Wyoming state bank may establish, maintain and operate one (1) or more branches in a state other than Wyoming. Not later than the date on which the required application for t…

Interstate merger transactions and branching permitted. (a) One (1) or more Wyoming banks may enter into an interstate merger transaction with one (1) or more out-of-state banks under this article, and an out-of-state bank resulting from the transaction may maintain and operate t…

Notice and filing requirements; license fee. (a) Any out-of-state bank that will be the resulting bank pursuant to an interstate merger transaction involving a Wyoming bank shall notify the commissioner of the proposed merger not later than the date on which it files an applicati…

Powers; additional branches. (a) An out-of-state state bank which establishes and maintains one (1) or more branches in Wyoming under this article may conduct any activities at the branch or branches that are authorized under the laws of this state for branches of Wyoming state b…

Examinations; periodic reports; cooperative agreements; assessment of fees. (a) To the extent consistent with subsection (c) of this section, the commissioner may make such examinations of any branch established and maintained in this state pursuant to this article by an out-of-s…

Enforcement. The commissioner may take joint enforcement actions with any other bank supervisory agency having concurrent jurisdiction over any branch in Wyoming of an out-of-state bank or any branch of a Wyoming state bank in any host state or may take such action independently …

Notice of subsequent merger. Each out-of-state state bank that has established and maintains a branch in this state pursuant to this article, or the home state supervisor of the bank, shall give at least thirty (30) days prior written notice (or, in the case of an emergency trans…