Florida Senate - 2011                                    SB 1332
       
       
       
       By Senator Richter
       
       
       
       
       37-00505B-11                                          20111332__
    1                        A bill to be entitled                      
    2         An act relating to financial institutions; amending s.
    3         655.005, F.S.; revising definitions relating to the
    4         financial institutions codes; amending s. 655.013,
    5         F.S.; updating a reference; creating s. 655.03855,
    6         F.S.; authorizing the office to appoint provisional
    7         directors or executive officers; specifying the
    8         rights, qualifications, and reporting requirements of
    9         such directors and officers; clarifying the liability
   10         of such directors and officers and of the office;
   11         amending s. 655.044, F.S.; specifying which accounting
   12         practice must be followed by financial institutions;
   13         amending s. 655.045, F.S.; authorizing the office to
   14         conduct additional examinations of financial
   15         institutions if warranted; providing for the use of
   16         certain examination methods; authorizing the office to
   17         enter into agreements with other regulatory agencies
   18         relating to examinations; amending s. 655.41, F.S.;
   19         revising definitions to conform provisions to changes
   20         made by the act; amending s. 655.411, F.S.; revising
   21         the criteria for approval of a financial entity’s plan
   22         of conversion; amending s. 655.414, F.S.; providing
   23         for the transfer of assets from a federally chartered
   24         or out-of-state chartered institution; amending ss.
   25         655.416, 655.417, and 655.418, F.S.; conforming
   26         provisions to changes made by the act; amending s.
   27         655.4185, F.S.; revising provisions relating to
   28         emergency actions that may be taken for a failing
   29         financial institution; authorizing the office to
   30         provide prior approval for the chartering of an entity
   31         acquiring control of a failing institution; amending
   32         s. 655.419, F.S.; deleting a provision relating to
   33         actions conducted outside this state; amending s.
   34         655.947, F.S.; conforming a cross-reference; amending
   35         s. 657.038, F.S.; specifying the loan factors that
   36         must be considered when computing a person’s total
   37         obligations for purposes of extending credit; amending
   38         s. 657.042, F.S.; revising criteria that limit a
   39         credit union’s investment of funds; requiring a credit
   40         union to establish policies and procedures for
   41         evaluating risk; amending ss. 657.063 and 657.064,
   42         F.S.; conforming cross-references; amending s. 658.12,
   43         F.S.; conforming a cross-reference; deleting a
   44         provision relating to the application of definitions
   45         in the financial institutions codes; repealing s.
   46         658.20(3), F.S., relating to applications for prior
   47         approval of officers or directors; amending s. 658.28,
   48         F.S.; providing additional limitations on acquiring or
   49         controlling another bank; repealing s. 658.295, F.S.,
   50         relating to the Florida Interstate Banking Act;
   51         amending s. 658.2953, F.S.; revising and updating
   52         provisions relating to Florida bank mergers with out
   53         of-state banks; deleting legislative intent; repealing
   54         s. 658.296, F.S., relating to the control of deposit
   55         taking institutions; amending s. 658.36, F.S.;
   56         authorizing the office to approve a special stock
   57         offering plan under certain circumstances; amending s.
   58         658.41, F.S.; clarifying that state laws do not
   59         restrict the right of a state bank or trust company to
   60         merge with an out-of-state bank; amending s. 658.48,
   61         F.S.; revising provisions relating to bank loans;
   62         specifying the process for computing the liabilities
   63         of a person seeking a loan; amending s. 658.53, F.S.;
   64         deleting a provision providing that unpaid proceeds of
   65         sales are used to evaluate the adequacy of a bank’s
   66         capital; repealing ss. 658.65, 665.013(33), and
   67         667.003(35), F.S., relating to remote financial
   68         service units; amending s. 658.67, F.S.; updating
   69         provisions relating to the investment powers of a bank
   70         or trust company; requiring banks and trust companies
   71         to establish procedures for evaluating risk; amending
   72         ss. 288.772, 288.99, 440.12, 440.20, 445.051, 489.503,
   73         501.005, 501.165, 624.605, 626.321, 626.730, and
   74         626.9885, F.S.; conforming cross-references; providing
   75         an effective date.
   76  
   77  Be It Enacted by the Legislature of the State of Florida:
   78  
   79         Section 1. Section 655.005, Florida Statutes, is reordered
   80  and amended to read:
   81         655.005 Definitions.—
   82         (1) As used in the financial institutions codes, unless the
   83  context otherwise requires, the term:
   84         (a) “Affiliate” means a holding company of a any financial
   85  institution established holding company pursuant to state or
   86  federal law, a or any subsidiary or service corporation of such
   87  a holding company, or a subsidiary or service corporation of a
   88  financial institution.
   89         (b) “Appropriate federal regulatory agency” means the
   90  federal financial institution regulatory agency that has granted
   91  federal statutory authority over a financial institution.
   92         (c) Bank holding company” means a business organization
   93  that is a bank holding company under the Bank Holding Company
   94  Act of 1956, as amended, 12 U.S.C. ss. 1841 et seq., or is
   95  otherwise determined or authorized by the office to be a holding
   96  company of a financial institution pursuant to ss. 658.27
   97  658.29.
   98         (d)(c) “Capital accounts” means the aggregate value of
   99  unimpaired capital stock based on the par value of the shares,
  100  plus any unimpaired surplus, and undivided profits or retained
  101  earnings of a financial institution. For the purposes of
  102  determining insolvency or imminent insolvency, the term does not
  103  include allowances for loan or lease loss reserves, intangible
  104  assets, subordinated debt, deferred tax assets, or similar
  105  assets.
  106         (e)(d) “Capital stock” means the aggregate of shares of
  107  stock issued to create nonwithdrawable capital issued.
  108         (f)(e) “Commission” means the Financial Services
  109  Commission.
  110         (h)(f) “Executive officer” means an individual, whether or
  111  not the individual has an official title or receives a salary or
  112  other compensation, who participates or has authority to
  113  participate, other than in the capacity of a director, in the
  114  major policymaking functions of a the financial institution.;
  115  The term does not include an individual who may have an official
  116  title and may exercise discretion in the performance of duties
  117  and functions, including discretion in the making of loans, but
  118  who does not participate in the determination of major policies
  119  of the financial institution and whose decisions are limited by
  120  policy standards established by other officers other than such
  121  individual, whether or not the such policy standards have been
  122  adopted by the board of directors. The chair of the board of
  123  directors, the president, the chief executive officer, the chief
  124  financial officer, the senior loan officer, and every executive
  125  vice president of a financial institution, and the senior trust
  126  officer of a trust company, are presumed to be executive
  127  officers unless any such officer is excluded, by resolution of
  128  the board of directors or by the bylaws of the financial
  129  institution, from participating, other than in the capacity of a
  130  director, in major policymaking functions of the financial
  131  institution and the individual holding such office so excluded
  132  does not actually participate therein.
  133         (i)(g) “Federal financial institution” means a federally or
  134  nationally chartered or organized financial institution.
  135         (j)(h) “Financial institution” means a state or federal
  136  savings or thrift association, bank, savings bank, trust
  137  company, international bank agency, international banking
  138  corporation, international branch, international representative
  139  office, international administrative office, international trust
  140  company representative office, or credit union, or an agreement
  141  corporation operating pursuant to s. 25 of the Federal Reserve
  142  Act, 12 U.S.C. ss. 601 et seq. or Edge Act corporation organized
  143  pursuant to s. 25(a) of the Federal Reserve Act, 12 U.S.C. ss.
  144  611 et seq.
  145         (k)(i) “Financial institution-affiliated party” means:
  146         1. A Any director, officer, employee, or controlling
  147  stockholder, (other than a financial institution holding
  148  company,) of, or agent for, a financial institution, subsidiary,
  149  or service corporation;
  150         2. Any other person who has filed or is required to file a
  151  change-of-control notice with the appropriate state or federal
  152  regulatory agency;
  153         3. A Any stockholder, (other than a financial institution
  154  holding company), a any joint venture partner, or any other
  155  person as determined by the office who participates in the
  156  conduct of the affairs of a financial institution, subsidiary,
  157  or service corporation; or
  158         4. An Any independent contractor, (including an any
  159  attorney, appraiser, consultant, or accountant,) who knowingly
  160  or recklessly participates in:
  161         a. A Any violation of any law or regulation;
  162         b. A Any breach of fiduciary duty; or
  163         c. An Any unsafe and unsound practice,
  164  
  165  which caused or is likely to cause more than a minimal financial
  166  loss to, or a significant adverse effect on, the financial
  167  institution, subsidiary, or service corporation.
  168         (l)(j) “Financial institutions codes” means:
  169         1. Chapter 655, relating to financial institutions
  170  generally;
  171         2. Chapter 657, relating to credit unions;
  172         3. Chapter 658, relating to banks and trust companies;
  173         4. Chapter 660, relating to trust business;
  174         5. Chapter 663, relating to international banking
  175  corporations;
  176         6. Chapter 665, relating to associations; and
  177         7. Chapter 667, relating to savings banks.
  178         (m) “Home state” means:
  179         1. The state where a financial institution is chartered.
  180         2. The state where the main office of a federal financial
  181  institution is located.
  182         3. The state determined to be the home state of an
  183  international banking corporation pursuant to 12 U.S.C. s.
  184  3103(c).
  185         (n) “Home state regulator” means, with respect to an out
  186  of-state state financial institution, the financial institution
  187  regulatory agency of the state in which the institution is
  188  chartered.
  189         (o) “Host state” means a state, other than the home state,
  190  in which the financial institution seeks to establish or
  191  maintains a branch or nonbranch office.
  192         (p)(k) “Imminently insolvent” means a condition in which a
  193  financial institution has total capital accounts, or equity in
  194  the case of a credit union, of less than 2 percent of its total
  195  assets, after adjustment for apparent losses.
  196         (q)(l) “Insolvent” means a condition in which:
  197         1. The capital accounts, or equity in the case of a credit
  198  union, and all assets of a financial institution are
  199  insufficient to meet liabilities;
  200         2. The financial institution is unable to meet current
  201  obligations as they mature, even though assets may exceed
  202  liabilities; or
  203         3. The capital accounts, or equity in the case of a credit
  204  union, of a financial institution, or equity in the case of a
  205  credit union, are exhausted by losses and no immediate prospect
  206  of replacement exists.
  207         (r)(m) “Main office” or “principal office” of a financial
  208  institution means the main business office designated or
  209  provided for in its the articles of incorporation or bylaws of a
  210  financial institution at an such identified location as has been
  211  or is hereafter approved by the office of Financial Regulation,
  212  in the case of a state financial institution, or by the
  213  appropriate federal regulatory agency, in the case of a federal
  214  financial institution.; and, With respect to the trust
  215  department of a bank or association that has trust powers, the
  216  each of these terms mean means the office or place of business
  217  of the trust department at an such identified location, which
  218  need not be the same location as the main office of the bank or
  219  association exclusive of the trust department, as has been or is
  220  hereafter approved by the office of Financial Regulation, in the
  221  case of a state bank or association that has a trust department,
  222  or by the appropriate federal regulatory agency, in the case of
  223  a national bank or federal association that has a trust
  224  department. The “main office” or “principal office” of a trust
  225  company means the office designated or provided for as such in
  226  its articles of incorporation, at an such identified location as
  227  has been or is hereafter approved by the relevant chartering
  228  authority.
  229         (t)(n) “Officer” of a financial institution means an any
  230  individual duly elected or appointed to, or otherwise performing
  231  the duties and functions appropriate to, any position or office
  232  having the designation or title of chair of the board of
  233  directors, vice chair of the board of directors, chair of the
  234  executive committee, president, vice president, assistant vice
  235  president, cashier or assistant cashier, comptroller, assistant
  236  comptroller, trust officer, assistant trust officer, secretary
  237  or assistant secretary (of a trust company), or any other office
  238  or officer designated in, or as provided by, the articles of
  239  incorporation or bylaws, or as determined by the office.
  240         (u) “Out-of-state financial institution” means a financial
  241  institution whose home state is a state other than this state.
  242         (v) “Related interest” means, with respect to any person,
  243  the person’s spouse, partner, sibling, parent, child, or other
  244  individual residing in the same household as the person. With
  245  respect to any person, the term means a company, partnership,
  246  corporation, or other business organization controlled by the
  247  person. A person has control if the person:
  248         1. Owns, controls, or has the power to vote 25 percent or
  249  more of any class of voting securities of the organization;
  250         2. Controls in any manner the election of a majority of the
  251  directors of the organization; or
  252         3. Has the power to exercise a controlling influence over
  253  the management or policies of the organization.
  254         (w)(o) “Service corporation” means a corporation that is
  255  organized to perform, for two or more financial institutions,
  256  services related or incidental to the business of a financial
  257  institution and that is wholly or partially owned or controlled
  258  by one or more financial institutions.
  259         (x) “State,” when used in the context of a state other than
  260  this state, means any other state of the United States, the
  261  District of Columbia, and any territories of the United States.
  262         (y)(p) “State financial institution” means a state
  263  chartered or state-organized financial institution association,
  264  bank, investment company, trust company, international bank
  265  agency, international branch, international representative
  266  office, international administrative office, international trust
  267  company representative office, or credit union.
  268         (z)(q) “Subsidiary” means an any organization that
  269  permitted by the office which is controlled by a financial
  270  institution or a holding company of a financial institution.
  271         (aa)(r) “Unsafe or unsound practice” means any practice or
  272  conduct found by the office to be contrary to generally accepted
  273  standards applicable to a the specific financial institution, or
  274  a violation of any prior agreement in writing or order of a
  275  state or federal regulatory agency, which practice, conduct, or
  276  violation creates the likelihood of loss, insolvency, or
  277  dissipation of assets or otherwise prejudices the interest of
  278  the specific financial institution or its depositors or members.
  279  In making this determination, the office must consider the size
  280  and condition of the financial institution, the gravity of the
  281  violation, and the prior conduct of the person or institution
  282  involved.
  283         (bb)(s) “Office” means the Office of Financial Regulation.
  284         (cc)(t) “Debt cancellation products” means loan, lease, or
  285  retail installment contract terms, or modifications or addenda
  286  to such loan, lease, or retail installment contracts, under
  287  which a creditor agrees to cancel or suspend all or part of a
  288  customer’s obligation to make payments upon the occurrence of
  289  specified events and includes, but is not limited to, debt
  290  cancellation contracts, debt suspension agreements, and
  291  guaranteed asset protection contracts offered by financial
  292  institutions, insured depository institutions as defined in 12
  293  U.S.C. s. 1813(c), and subsidiaries of such institutions.
  294  However, The term “debt cancellation products” does not include
  295  title insurance as defined in s. 624.608.
  296         (2) Terms used but not defined in the financial
  297  institutions codes, but which are defined in Title XXXIX,
  298  entitled Commercial Relations, as enacted in chapters 668
  299  through 680, have the meanings ascribed to them in Title XXXIX.
  300         (2) Terms which are defined in the financial institutions
  301  codes, unless the context otherwise requires, have the meanings
  302  ascribed to them therein.
  303         Section 2. Section 655.013, Florida Statutes, is amended to
  304  read:
  305         655.013 Effect on existing financial institutions.—The
  306  charters of state financial institutions existing on July 1,
  307  1992, at the time of the adoption of this act shall continue in
  308  full force and effect. However, after that date, all state
  309  financial institutions and, to the extent applicable, all
  310  financial institutions shall operate hereafter be operated in
  311  accordance with the provisions of the financial institutions
  312  codes.
  313         Section 3. Section 655.03855, Florida Statutes, is created
  314  to read:
  315         655.03855Provisional directors and executive officers.—
  316         (1) If a state financial institution has an insufficient
  317  number of directors to meet the minimum requirements of s.
  318  657.021 or s. 658.33 for 30 days or longer, there are an
  319  insufficient number of executive officers, or the qualifications
  320  of the executive officers are insufficient to operate the
  321  financial institution in a safe and sound manner, the office may
  322  appoint one or more provisional directors or executive officers
  323  by order.
  324         (2) A provisional director has all the rights and powers of
  325  a duly elected director, including the right to notice of and to
  326  vote at meetings of directors. A provisional executive officer
  327  has all the rights and powers provided in the financial
  328  institution’s articles of incorporation or bylaws, or as
  329  specified by the office in the appointment order. A provisional
  330  director or executive officer must be an impartial person and
  331  may not be a shareholder, member, or creditor of the financial
  332  institution or its affiliate. Additional qualifications, if any,
  333  may be determined by the office consistent with the financial
  334  institutions codes. Provisional directors and executive officers
  335  shall serve until the provisional director’s or executive
  336  officer’s tenure is ended by order of the office.
  337         (3) A provisional director or executive officer is not
  338  liable for any action taken or decision made, except as provided
  339  in the financial institutions codes and s. 607.0831. If directed
  340  by the office, provisional directors and executive officers must
  341  submit reports to the office as to the financial and operating
  342  condition of the financial institution and recommendations as to
  343  appropriate corrective actions to be taken by the institution.
  344         (4) The office shall allow reasonable compensation, if
  345  applicable, to a provisional director or executive officer
  346  appointed under this section for services rendered, and
  347  reimbursement or direct payment of all reasonable costs and
  348  expenses, which shall be paid by the financial institution. The
  349  office is not liable for any appointment, action, or decision
  350  made pursuant to this section.
  351         Section 4. Subsection (1) of section 655.044, Florida
  352  Statutes, is amended to read:
  353         655.044 Accounting practices; bad debts ineligible to be
  354  carried as assets.—
  355         (1) Except as otherwise provided by law, a state financial
  356  institution shall observe United States generally accepted
  357  accounting principles and practices. The commission may
  358  authorize by rule exceptions to such accounting practices by
  359  rule as necessary.
  360         Section 5. Subsections (1) and (4) of section 655.045,
  361  Florida Statutes, are amended to read:
  362         655.045 Examinations, reports, and internal audits;
  363  penalty.—
  364         (1)(a) The office shall conduct an examination of the
  365  condition of each state financial institution during each 18
  366  month period, beginning July 1, 1981. The office may conduct
  367  more frequent examinations based upon the risk profile of the
  368  financial institution, prior examination results, or significant
  369  changes in the institution or its operations. The office may use
  370  continuous, phase, or other flexible scheduling examinations
  371  methods for very large or complex state financial institutions
  372  and financial institutions owned or controlled by a multi
  373  financial institution holding company. The office shall consider
  374  examination guidelines from federal regulatory agencies in order
  375  to facilitate, coordinate, and standardize examination
  376  processes. The office may accept an examination made by the
  377  appropriate federal regulator, insuring or guaranteeing
  378  corporation, or agency with respect to the condition of the
  379  state financial institution or may make a joint or concurrent
  380  examination with the appropriate federal regulator, insuring or
  381  guaranteeing corporation, or agency. However, at least once
  382  during each 36-month period beginning on July 3, 1992, the
  383  office shall conduct an examination of each state financial
  384  institution in such a manner as to allow the preparation of a
  385  complete examination report not subject to the right of any
  386  federal or other non-Florida entity to limit access to the
  387  information contained therein.
  388         (a) With respect to, and examination of, the condition of a
  389  state institution, the office may accept an examination made by
  390  an appropriate federal regulatory agency, or may make a joint or
  391  concurrent examination with the federal agency. The office may
  392  furnish a copy of all examinations or reviews made of financial
  393  institutions or their affiliates to the state or federal
  394  agencies participating in the examination, investigation, or
  395  review, or as otherwise authorized by s. 655.057. The office may
  396  also enter into agreements with other appropriate state and
  397  federal financial regulatory agencies to facilitate the
  398  efficient utilization and coordination of resources in the
  399  examinations.
  400         (b) If, as a part of an examination or investigation of a
  401  state financial institution, subsidiary, or service corporation,
  402  the office has reason to believe that an affiliate is engaged in
  403  an unsafe or unsound practice or that the conduct or business
  404  operations of an affiliate may have has a negative impact on the
  405  state financial institution, subsidiary, or service corporation,
  406  then the office may conduct such review such books and records
  407  as are reasonably related to the examination or investigation of
  408  the affiliate as the office deems necessary. The office may
  409  furnish a copy of all examinations or reviews made of such
  410  financial institutions or their affiliates to the state or
  411  federal financial institution regulators participating in the
  412  examination of a bank holding company; an association holding
  413  company; or any of their subsidiaries, service corporations, or
  414  affiliates; an insuring or guaranteeing corporation or agency or
  415  its representatives; or state financial institution regulators
  416  participating in the examination of a holding company or its
  417  subsidiaries.
  418         (c)(b) The office may recover the costs of examination and
  419  supervision of a state financial institution, subsidiary, or
  420  service corporation that is determined by the office to be
  421  engaged in an unsafe or unsound practice. The office may also
  422  recover the costs of any review conducted pursuant to paragraph
  423  (b) (a) of any affiliate of a state financial institution
  424  determined by the office to have contributed to an unsafe or
  425  unsound practice at a state financial institution, subsidiary,
  426  or service corporation.
  427         (d)(c) For the purposes of this section, the term “costs”
  428  means the salary and travel expenses directly attributable to
  429  the field staff examining the state financial institution,
  430  subsidiary, or service corporation, and the travel expenses of
  431  any supervisory staff required as a result of examination
  432  findings. The mailing of any costs incurred under this
  433  subsection must be postmarked within not later than 30 days
  434  after the date of receipt of a notice stating that such costs
  435  are due. The office may levy a late payment of up to $100 per
  436  day or part thereof that a payment is overdue, unless it is
  437  excused for good cause. However, for intentional late payment of
  438  costs, the office may levy an administrative fine of up to
  439  $1,000 per day for each day the payment is overdue.
  440         (e)(d) The office may require an audit of a any state
  441  financial institution, subsidiary, or service corporation by an
  442  independent certified public accountant, or other person
  443  approved by the office, if whenever the office, after conducting
  444  an examination of the such state financial institution,
  445  subsidiary, or service corporation, or after accepting an
  446  examination of such state financial institution by an the
  447  appropriate state or federal regulatory agency, determines that
  448  such an audit is necessary in order to ascertain the condition
  449  of the financial institution, subsidiary, or service
  450  corporation. The cost of such audit shall be paid by the state
  451  financial institution, subsidiary, or state service corporation.
  452         (4) A copy of the report of each examination must be
  453  furnished to the entity financial institution examined. Such
  454  report of examination shall be presented to the board of
  455  directors at its next regular or special meeting.
  456         Section 6. Section 655.41, Florida Statutes, is amended to
  457  read:
  458         655.41 Cross-industry Conversions, mergers, consolidations,
  459  and acquisitions; Definitions used in ss. 655.41-655.419.—As
  460  used in ss. 655.41-655.419, the term:
  461         (1) “Financial entity” means a financial institution whose
  462  an association, bank, credit union, savings bank, Edge Act or
  463  agreement corporation, or trust company organized under the laws
  464  of this state or organized under the laws of the United States
  465  and having its principal office is place of business in this
  466  state.
  467         (2) “Capital stock financial institution” means a financial
  468  entity that which is authorized to issue capital stock.
  469         (3) “Mutual financial institution” means a financial
  470  institution that entity which is not authorized to issue stock
  471  and the assets of which are owned by its members.
  472         Section 7. Paragraphs (a) and (c) of subsection (1) of
  473  section 655.411, Florida Statutes, are amended to read:
  474         655.411 Conversion of charter.—
  475         (1) A Any financial entity may apply to the office for
  476  permission to convert its charter without changing its a change
  477  of business form or convert its charter in order to do business
  478  as another type of financial entity in accordance with the
  479  following procedures:
  480         (a) The board of directors must approve a plan of
  481  conversion by a majority vote of a majority of all the
  482  directors. The plan must include a statement of:
  483         1. The type of financial entity which would result if the
  484  application were approved and the proposed name under which it
  485  would do business.
  486         2. The method and schedule for terminating any activities
  487  and disposing of any assets or liabilities that which would not
  488  conform to the requirements of applicable to the resulting
  489  financial entity.
  490         3. The competitive impact of such change on the financial
  491  entity’s business plan and operations, including any effect on
  492  the availability of particular financial services in the market
  493  area served by the financial entity.
  494         4. Such financial data as may be required to determine
  495  compliance with the capital, reserve, and liquidity requirements
  496  applicable to the resulting financial entity.
  497         5. Such other information as the commission may by rule
  498  require.
  499         (c) The office shall approve the plan if it finds that:
  500         1. The resulting financial entity would have an adequate
  501  capital structure with regard to its activities and its deposit
  502  liabilities.
  503         2. The proposed conversion would not cause a substantially
  504  adverse effect on the financial condition of the any financial
  505  entity already established in the primary service area.
  506         3. The officers and directors have sufficient experience,
  507  ability, and standing to indicate a reasonable promise for the
  508  successful operation of the resulting financial entity.
  509         4. The schedule for termination of any nonconforming
  510  activities and disposition of any nonconforming assets and
  511  liabilities is reasonably prompt, and the plan for such
  512  termination and disposition does not include an any unsafe or
  513  unsound practice.
  514         5. None of The officers or directors have not has been
  515  convicted of, or pled guilty or nolo contendere to, a violation
  516  of s. 655.50, relating to the Florida Control of money
  517  laundering in financial institutions Act; chapter 896, relating
  518  to offenses related to financial transactions; or any similar
  519  state or federal law.
  520         6. The resulting financial entity is able to comply with
  521  the applicable terms of any regulatory action in effect before
  522  the date of the conversion.
  523         7. The current and resulting primary federal regulatory
  524  agencies do not object to the proposed conversion.
  525  
  526  If the office disapproves the plan, it shall state its
  527  objections and give the financial entity an opportunity to the
  528  parties to amend the plan to overcome such objections. The
  529  office may deny an application by an any financial entity that
  530  which is subject to a cease and desist order or other
  531  supervisory restriction or order imposed by a any state or
  532  federal supervisory authority, insurer, or guarantor.
  533         Section 8. Section 655.414, Florida Statutes, is amended to
  534  read:
  535         655.414 Acquisition of assets; assumption of liabilities.
  536  With prior approval of the office and upon such conditions as
  537  the commission prescribes by rule, a any financial entity may
  538  acquire all or substantially all of the assets of, or assume all
  539  or any part of the liabilities of, any other financial
  540  institution entity in accordance with the procedures and subject
  541  to the following conditions and limitations:
  542         (1) ADOPTION OF A PLAN.—The board of directors of the
  543  acquiring or assuming financial entity and the board of
  544  directors of the transferring financial institution entity must
  545  adopt, by a majority vote, a plan for such acquisition,
  546  assumption, or sale on such terms that as are mutually agreed
  547  upon. The plan must include:
  548         (a) The names and types of financial institutions entities
  549  involved.
  550         (b) A statement setting forth the material terms of the
  551  proposed acquisition, assumption, or sale, including the plan
  552  for disposition of all assets and liabilities not subject to the
  553  plan.
  554         (c) A provision for liquidation, if applicable, of the
  555  transferring financial institution entity upon execution of the
  556  plan, or a provision setting forth the business plan for the
  557  continued operation of each financial institution after the
  558  execution of the plan.
  559         (d) A statement that the entire transaction is subject to
  560  written approval of the office and approval of the members or
  561  stockholders of the transferring financial institution entity.
  562         (e) If a stock financial institution is the transferring
  563  financial institution entity and the proposed sale is not to be
  564  for cash, a clear and concise statement that dissenting
  565  stockholders of the institution such financial entity are
  566  entitled to the rights set forth in s. 658.44(4) and (5).
  567         (f) The proposed effective date of the such acquisition,
  568  assumption, or sale and such other information and provisions as
  569  may be necessary to execute the transaction or as may be
  570  required by the office.
  571         (2) APPROVAL OF OFFICE.—Following approval by the board of
  572  directors of each participating financial institution entity,
  573  the plan, together with certified copies of the authorizing
  574  resolutions adopted by the boards and a completed application
  575  with a nonrefundable filing fee, must be forwarded to the office
  576  for its approval or disapproval. The office shall approve the
  577  plan of acquisition, assumption, or sale if it appears that:
  578         (a) The resulting financial entity or entities would have
  579  an adequate capital structure in relation to its activities and
  580  its deposit liabilities;
  581         (b) The plan is fair to all parties; and
  582         (c) The plan is not contrary to the public interest.
  583  
  584  If the office disapproves the plan, it shall state its
  585  objections and give the parties an opportunity to the parties to
  586  amend the plan to overcome such objections.
  587         (3) VOTE OF MEMBERS OR STOCKHOLDERS.—If the office approves
  588  the plan, it may be submitted to the members or stockholders of
  589  the transferring financial institution entity at an annual
  590  meeting or at a any special meeting called to consider such
  591  action. Upon a majority favorable vote of 51 percent or more of
  592  the total number of votes eligible to be cast or, in the case of
  593  a credit union, a majority vote 51 percent or more of the
  594  members present at the meeting, the plan is adopted.
  595         (4) ADOPTED PLAN; CERTIFICATE; ABANDONMENT.—
  596         (a) If the plan is adopted by the members or stockholders
  597  of the transferring financial institution entity, the president
  598  or vice president and the cashier, manager, or corporate
  599  secretary of such institution financial entity shall submit the
  600  adopted plan to the office, together with a certified copy of
  601  the resolution of the members or stockholders approving it.
  602         (b) Upon receipt of the certified copies and evidence that
  603  the participating financial institutions entities have complied
  604  with all applicable state and federal law and rules regulations,
  605  the office shall certify, in writing, to the participants that
  606  the plan has been approved.
  607         (c) Notwithstanding approval of the members or stockholders
  608  or certification by the office, the board of directors of the
  609  transferring financial institution entity may, in its
  610  discretion, abandon such a transaction without further action or
  611  approval by the members or stockholders, subject to the rights
  612  of third parties under any contracts relating thereto.
  613         (5) FEDERALLY CHARTERED OR OUT-OF-STATE INSTITUTION AS A
  614  PARTICIPANT.—If one of the participants in a transaction under
  615  this section is a federally chartered financial institution or
  616  an out-of-state financial institution entity, all participants
  617  must also comply with such requirements as may be imposed by
  618  federal and other state law for the such an acquisition,
  619  assumption, or sale and provide evidence of such compliance to
  620  the office as a condition precedent to the issuance of a
  621  certificate authorizing the transaction; however, if the
  622  purchasing or assuming financial institution entity is a federal
  623  or out-of-state state-chartered federally chartered financial
  624  institution and the transferring state financial entity will be
  625  liquidated, approval of the office is not required.
  626         (6) STOCK INSTITUTION ACQUIRING MUTUAL INSTITUTION.—A
  627  mutual financial institution may not sell all or substantially
  628  all of its assets to a stock financial institution entity until
  629  it has first converted into a capital stock financial
  630  institution in accordance with s. 665.033(1) and (2). For this
  631  purpose, references in s. 665.033(1) and (2) to associations are
  632  deemed to refer also refer to credit unions; but, in the case of
  633  a credit union, the provision therein concerning proxy
  634  statements does not apply.
  635         Section 9. Section 655.416, Florida Statutes, is amended to
  636  read:
  637         655.416 Book value of assets.—Upon the effective date of a
  638  merger, consolidation, conversion, or acquisition pursuant to
  639  ss. 655.41-655.419, an asset may not be carried on the books of
  640  the resulting financial entity at a valuation higher than that
  641  at which it was carried on the books of a participating or
  642  converting financial institution entity at the time of its last
  643  examination by a state or federal examiner before such the
  644  effective date of such merger, consolidation, conversion, or
  645  acquisition, without written approval from the office.
  646         Section 10. Section 655.417, Florida Statutes, is amended
  647  to read:
  648         655.417 Effect of merger, consolidation, conversion, or
  649  acquisition.—From and after the effective date of a merger,
  650  consolidation, conversion, or acquisition, the resulting
  651  financial entity or entities may conduct business in accordance
  652  with the terms of the plan as approved, subject to the following
  653  conditions and limitations; provided that:
  654         (1) CONTINUING ENTITY.—Even though the charter of a
  655  participating or converting financial institution may have
  656  entity has been terminated, the resulting financial entity is
  657  deemed to be a continuation of the participating or converting
  658  financial institution entity such that all acquired property of
  659  the participating or converting institution financial entity,
  660  including rights, titles, and interests in and to all property
  661  of whatsoever kind, whether real, personal, or mixed, and things
  662  in action, and all rights, privileges, interests, and assets of
  663  any conceivable value or benefit which are then existing, or
  664  pertaining to it, or which would inure to it, are immediately
  665  vested in and continue to be the property of the resulting
  666  financial entity, by act of law and without any conveyance or
  667  transfer and without further act or deed. The resulting; and
  668  such financial entity has, holds, and enjoys the same in its own
  669  right as fully and to the same extent as the same was possessed,
  670  held, and enjoyed by the participating or converting financial
  671  institution entity; and, at the time of the taking effect of
  672  such merger, consolidation, conversion, or acquisition takes
  673  effect, the resulting financial entity has and succeeds to all
  674  the rights, obligations, and relations of the participating or
  675  converting institution financial entity.
  676         (2) EFFECT ON JUDICIAL PROCEEDINGS.—Any pending action or
  677  other judicial proceeding to which the participating or
  678  converting financial institution entity is a party is not abated
  679  by reason of such merger, consolidation, conversion, or
  680  acquisition but may be prosecuted to final judgment, order, or
  681  decree in the same manner as if such action had not been taken.;
  682  and The resulting financial entity resulting from such merger,
  683  consolidation, conversion, or acquisition may continue such
  684  action in its new name,; and any judgment, order, or decree that
  685  may be rendered for or against it which might have been rendered
  686  for or against the participating or converting institution may
  687  be rendered for or against the resulting financial entity
  688  previously involved in such judicial proceeding.
  689         (3) CREDITORS’ RIGHTS.—The resulting financial entity in a
  690  merger, consolidation, conversion, or acquisition is liable for
  691  all obligations of the participating or converting financial
  692  institution entity which existed before prior to such action,;
  693  and the action taken does not prejudice the right of a creditor
  694  of the participating or converting financial institution
  695  financial entity to have his or her debts paid out of the assets
  696  thereof, nor may such creditor be deprived of, or prejudiced in,
  697  any action against the officers, directors, members, or other
  698  persons participating in the conduct of the affairs of a
  699  participating or converting financial institution entity for any
  700  neglect or misconduct.
  701         (4) EXCEPTION.—In the case of an acquisition of assets or
  702  assumption of liabilities pursuant to s. 655.414, the provisions
  703  of subsections (1), (2), and (3) apply only to the assets
  704  acquired and the liabilities assumed by the resulting financial
  705  entity if, provided sufficient assets to satisfy all liabilities
  706  not assumed by the resulting financial entity are retained by
  707  the transferring financial institution entity.
  708         Section 11. Section 655.418, Florida Statutes, is amended
  709  to read:
  710         655.418 Nonconforming activities; cessation.—If, as a
  711  result of a merger, consolidation, conversion, or acquisition
  712  pursuant to ss. 655.41-655.419, the resulting financial entity
  713  is to be of a different type or of a different character than
  714  any one or all of the participating or converting financial
  715  institutions entities, such resulting financial entity is will
  716  be subject to the following conditions and limitations:
  717         (1) PLAN FOR TERMINATION.—The plan of merger,
  718  consolidation, conversion, or acquisition must set forth the
  719  method and schedule for terminating those activities that are
  720  not permitted by the laws of this state for the resulting
  721  financial entity but that were authorized for any of the
  722  participating or converting financial institutions entities.
  723         (2) EFFECTIVE DATE.—The plan of merger, consolidation,
  724  conversion, or acquisition must state that, from the effective
  725  date of such action, the resulting financial entity will not
  726  engage in any nonconforming activities, except to the extent
  727  necessary to fulfill obligations existing before prior to the
  728  merger, consolidation, conversion, or acquisition, pursuant to
  729  subsection (4).
  730         (3) COMPLIANCE WITH LENDING AND INVESTMENT LIMITATIONS.—If,
  731  as a result of such merger, consolidation, conversion, or
  732  acquisition, the resulting financial entity will exceed any
  733  lending, investment, or other limitations imposed by law, the
  734  financial entity must shall conform to such limitations within
  735  such period of time as is established by the office.
  736         (4) DIVESTITURE.—The office may, as a condition to such
  737  merger, consolidation, conversion, or acquisition, require a
  738  nonconforming activity to be divested in accordance with such
  739  additional requirements as it considers appropriate under the
  740  circumstances.
  741         Section 12. Section 655.4185, Florida Statutes, is amended
  742  to read:
  743         655.4185 Emergency action.—
  744         (1) Notwithstanding any other provision of the financial
  745  institutions codes or of chapter 120, if the office or the
  746  appropriate federal regulatory agency, or the appropriate home
  747  state regulatory agency for an out-of-state state financial
  748  institution, finds that immediate action is necessary in order
  749  to prevent the probable failure of one or more financial
  750  institutions, aid in the resolution of a receivership,
  751  conservatorship, or liquidation of a financial institution, or
  752  otherwise protect the depositors of a failing financial
  753  institution, which in this subsection may be referred to as a
  754  “failing financial entity,” the office may, with the concurrence
  755  of the appropriate federal regulatory agency in the case of any
  756  financial institution the deposits of which are insured by the
  757  Federal Deposit Insurance Corporation or the National Credit
  758  Union Administration, issue an emergency order authorizing:
  759         (a) The merger of any such failing institution financial
  760  entity with an appropriate state financial institution entity;
  761         (b) An appropriate state financial institution entity to
  762  acquire any of the assets or and assume any of the liabilities,
  763  or any combination thereof, of the any such failing institution
  764  financial entity, including all rights, powers, and
  765  responsibilities as fiduciary in an instance in which the
  766  failing financial institution is actively engaged in the
  767  exercise of trust powers;
  768         (c) The conversion of a any such failing institution
  769  financial entity into a state financial institution that is not
  770  failing entity; or
  771         (d) The chartering of a new state financial institution
  772  entity to acquire any of the assets or and assume any of the
  773  liabilities, or any combination thereof, of a any such failing
  774  institution financial entity and to assume rights, powers, and
  775  responsibilities as fiduciary in a case in which such failing
  776  institution financial entity is engaged in the exercise of trust
  777  powers;.
  778         (e) The direct or indirect acquisition of control of the
  779  failing institution;
  780         (f) The appointment of provisional directors, executive
  781  officers, or other employees for the failing institution
  782  pursuant to s. 655.03855; or
  783         (g) Any other capital or liquidity restoration plan or
  784  action deemed prudent by the office.
  785         (2) Any such finding by the office must be based upon
  786  reports or other information furnished to it by the failing
  787  financial institution, by a state or federal financial
  788  institution examiner or regulatory entity, or upon other
  789  evidence from which it is reasonable to conclude that the
  790  failing such financial institution is insolvent, or is
  791  threatened with imminent insolvency, or lacks a board of
  792  directors or executive management that can operate the entity in
  793  a safe and sound manner. The office may disallow intangible
  794  assets, deferred tax assets, loan or lease loss reserves,
  795  subordinated debt, and illegally obtained currency, monetary
  796  instruments, funds, or other financial resources from the
  797  capitalization requirements of the financial institutions codes.
  798  The stockholders of a failing institution bank, association, or
  799  trust company that is acquired by another financial institution
  800  bank or trust company under this section are entitled to the
  801  same procedural rights and to compensation for the remaining
  802  value of their shares as is provided for dissenters in s.
  803  658.44, except that they may not have no right to vote against
  804  the transaction. Any transaction authorized by this section may
  805  be accomplished through the organization of a successor
  806  financial institution.
  807         (3) The office may provide prior approval of business
  808  entities or individuals who, pursuant to this section, may
  809  charter a new state financial institution or acquire control of,
  810  purchase, merge with, or become directors and executive officers
  811  of, a failing financial institution. The application for prior
  812  approval must be in the form prescribed by the commission by
  813  rule and be accompanied by a nonrefundable filing fee of $7,500.
  814         Section 13. Section 655.419, Florida Statutes, is amended
  815  to read:
  816         655.419 Effect.—The provisions of ss. 655.41-655.419
  817  relating to merger, consolidation, conversion, or acquisition of
  818  assets of any financial institution entity are cumulative with
  819  all other provisions of the financial institutions codes and do
  820  not modify, limit, or repeal any of such other provisions except
  821  as expressly provided in the codes or as stated in an emergency
  822  order issued by the office pursuant to s. 655.4185 stated
  823  herein. Additionally, the provisions of ss. 655.41-655.419 do
  824  not grant any authority, directly or indirectly, for any bank,
  825  association, trust company, association holding company, or bank
  826  holding company, the operations of which are principally
  827  conducted outside this state, to acquire, convert to, or merge
  828  or consolidate with any financial entity.
  829         Section 14. Subsection (1) of section 655.947, Florida
  830  Statutes, is amended to read:
  831         655.947 Debt cancellation products.—
  832         (1) Debt cancellation products may be offered, and a fee
  833  may be charged, by financial institutions and subsidiaries of
  834  financial institutions subject to the provisions of this section
  835  and the rules and orders of the commission or office. As used in
  836  this section, the term “financial institutions” includes those
  837  defined in s. 655.005(1)(h), insured depository institutions as
  838  defined in 12 U.S.C. s. 1813, and subsidiaries of such
  839  institutions.
  840         Section 15. Present subsections (8) through (16) of section
  841  657.038, Florida Statutes, are redesignated as subsections (7)
  842  through (15), respectively, and subsections (6) and (7) of that
  843  section are amended, to read:
  844         657.038 Loan powers.—
  845         (6) As used in this section, the term “related interest”
  846  means a person’s interest in a partnership as a general partner,
  847  and any limited partnership, corporation, or other business
  848  organization controlled by that person. A limited partnership,
  849  corporation, or other business organization is controlled by a
  850  person who:
  851         (a) Owns, controls, or has the power to vote 25 percent or
  852  more of any class of voting securities of any such business
  853  organization;
  854         (b) Controls in any manner the election of a majority of
  855  the directors of any such business organization; or
  856         (c) Has the power to exercise a controlling influence over
  857  the management or policies of such business organization.
  858         (6)(7) In computing a person’s the total obligations
  859  outstanding liabilities of any person, all loans endorsed or
  860  guaranteed as to repayment by that such person and by any
  861  related interest of such person must be included. The credit
  862  union must also include all of the person’s potential
  863  liabilities and obligations resulting from the person’s
  864  derivatives transactions, repurchase agreements, securities
  865  lending and borrowing transactions, credit default swaps, and
  866  similar contracts.
  867         Section 16. Subsection (7) of section 657.042, Florida
  868  Statutes, is amended to read:
  869         657.042 Investment powers and limitations.—A credit union
  870  may invest its funds subject to the following definitions,
  871  restrictions, and limitations:
  872         (7) SPECIAL PROVISIONS.—
  873         (a) A credit union may not invest its funds in None of the
  874  bonds or other obligations described in this section shall be
  875  eligible for investment by credit unions in any amount unless
  876  the bonds or other obligations are current as to all payments of
  877  principal and interest and unless rated in one of the four
  878  highest classifications, or, in the case of commercial paper,
  879  unless it is of prime quality and of the highest letter and
  880  numerical rating, as established by a nationally recognized
  881  investment rating service, or any comparable rating as
  882  determined by the office.
  883         (b) A credit union shall establish written policies and
  884  procedures for evaluating the systemic and specific risks and
  885  benefits associated with investments authorized under this
  886  section before making such investments and must conduct
  887  appropriate risk management and monitoring for the duration of
  888  the investment. An investment decision may not be based solely
  889  on the rating of the bond or other obligation by an investment
  890  rating service. The office may require a credit union to divest
  891  itself of an investment that the office determines creates
  892  excessive risk or the associated risk exceeds the ability of the
  893  credit union to properly evaluate and manage.
  894         (c)(b) With prior office approval of the office, any
  895  investment permitted in this section may also be made indirectly
  896  by investment in a trust or mutual fund, the investments of
  897  which are limited as set forth in this section., provided that
  898  The credit union must maintain a current file on each investment
  899  which contains sufficient information to determine whether the
  900  investment complies with the requirements of this section. If
  901  the investment fails to comply with the requirements of this
  902  section, the credit union must divest itself of its investment,
  903  unless otherwise approved by the office.
  904         Section 17. Subsection (5) of section 657.063, Florida
  905  Statutes, is amended to read:
  906         657.063 Involuntary liquidation.—
  907         (5) When the liquidating agent of the credit union has been
  908  appointed, the office may waive or deem inapplicable the fees
  909  required by this chapter and the examination required by s.
  910  655.045(1)(a) if, provided the liquidating agent submits
  911  periodic reports to the office on the status of the liquidation.
  912         Section 18. Subsection (8) of section 657.064, Florida
  913  Statutes, is amended to read:
  914         657.064 Voluntary liquidation.—A credit union may elect to
  915  dissolve voluntarily and liquidate its affairs in the following
  916  manner:
  917         (8) When the liquidating agent of the credit union has been
  918  appointed, the office may waive or hold inapplicable the fees
  919  required by this chapter and the examination required by s.
  920  655.045(1)(a) if, provided the liquidating agent submits
  921  periodic reports to the office on the status of the liquidation.
  922         Section 19. Subsections (4) and (25) of section 658.12,
  923  Florida Statutes, are amended to read:
  924         658.12 Definitions.—Subject to other definitions contained
  925  in the financial institutions codes and unless the context
  926  otherwise requires:
  927         (4) “Branch” or “branch office” of a bank means any office
  928  or place of business of a bank, other than its main office and
  929  the facilities and operations authorized by ss. 658.26(4),
  930  658.65, and 660.33, at which deposits are received, checks are
  931  paid, or money is lent. With respect to a bank that which has a
  932  trust department, the terms “branch” and “branch office” have
  933  the meanings herein ascribed to a branch or a branch office of a
  934  trust company and mean. “Branch” or “branch office” of a trust
  935  company means any office or place of business of a trust
  936  company, other than its main office and its trust service
  937  offices established pursuant to s. 660.33, where trust business
  938  is transacted with its customers.
  939         (25) Terms used but not defined in this code, but which are
  940  defined in Revised Article 3 or Article 4 of the Uniform
  941  Commercial Code as enacted in chapters 673 and 674 shall, in
  942  this code, unless the context otherwise requires, have the
  943  meanings ascribed to them in chapters 673 and 674.
  944         Section 20. Subsection (3) of section 658.20, Florida
  945  Statutes, is repealed.
  946         Section 21. Subsection (1) of section 658.28, Florida
  947  Statutes, is amended to read:
  948         658.28 Acquisition of control of a bank or trust company.—
  949         (1) If In any case in which a person or a group of persons,
  950  directly or indirectly or acting by or through one or more
  951  persons, proposes to purchase or acquire a controlling interest
  952  in a any state bank or state trust company, and thereby to
  953  change the control of that bank or trust company, such each
  954  person or group of persons must shall first submit an make
  955  application to the office for a certificate of approval of such
  956  proposed change of control of the bank or trust company.
  957         (a) The application must shall contain the name and
  958  address, and such other relevant information as the commission
  959  or office requires, including information relating to other and
  960  former addresses and the reputation, character, responsibility,
  961  and business affiliations, of the proposed new owner or each of
  962  the proposed new owners of the controlling interest.
  963         (b) The office shall issue a certificate of approval only
  964  after it has made an investigation and determined that the
  965  proposed new owner or owners of the interest are qualified by
  966  reputation, character, experience, and financial responsibility
  967  to control and operate the bank or trust company in a legal and
  968  proper manner and that the interests of the other stockholders,
  969  if any, and the depositors and creditors of the bank or trust
  970  company, and the interests of the public generally will not be
  971  jeopardized by the proposed change in ownership, controlling
  972  interest, or management.
  973         (c)A No person who has been convicted of, or pled guilty
  974  or nolo contendere to, a violation of s. 655.50, relating to the
  975  Florida Control of money laundering in financial institutions
  976  Act; chapter 896, relating to offenses related to financial
  977  transactions; or any similar state or federal law may not
  978  receive shall be given a certificate of approval by the office.
  979         (d) A business organization that is not a bank holding
  980  company authorized by the office or the federal Bank Holding
  981  Company Act of 1956, as amended, 12 U.S.C. ss. 1841 et seq., may
  982  not control a bank.
  983         Section 22. Section 658.295, Florida Statutes, is repealed.
  984         Section 23. Section 658.2953, Florida Statutes, is amended
  985  to read:
  986         658.2953 Interstate branching.—
  987         (1) SHORT TITLE.—This section may be cited as the “Florida
  988  Interstate Branching Act.”
  989         (2) PURPOSE.—The purpose of this section is to provide for
  990  the regulation of permit interstate branching, effective May 31,
  991  1997, by a merger transaction under s. 102 of the Riegle-Neal
  992  Interstate Banking and Branching Efficiency Act of 1994, Pub. L.
  993  No. 103-328, in accordance with this section and consistent with
  994  the Federal Deposit Insurance Act, as amended, 12 U.S.C. ss.
  995  1811 et seq.; the Bank Holding Company Act of 1956, as amended,
  996  12 U.S.C. ss. 1841 et seq., and 12 U.S.C. s. 5451; and the Dodd
  997  Frank Wall Street Reform and Consumer Protection Act, Pub. L.
  998  No. 111-203.
  999         (3) LEGISLATIVE INTENT.—The Legislature finds it is in the
 1000  interest of the citizens of this state, and declares it to be
 1001  the intent of this section, to:
 1002         (a) Supervise, regulate, and examine persons, firms,
 1003  corporations, associations, and other business entities
 1004  furnishing depository, lending, and associated financial
 1005  services in this state.
 1006         (b) Protect the interests of shareholders, members,
 1007  depositors, and other customers of financial institutions
 1008  operating in this state.
 1009         (c) Preserve the competitive equality of state financial
 1010  institutions as compared with federal financial institutions.
 1011         (d) Promote the availability, efficiency, and profitability
 1012  of financial services in the communities of this state.
 1013         (e) Preserve the advantages of the dual banking system.
 1014         (f) Cooperate with federal regulators and regulators from
 1015  other states in regulating financial institutions, in improving
 1016  the quality of regulation, and in promoting the interests of
 1017  this state in interstate matters.
 1018         (g) Provide the commission and office sufficient powers and
 1019  responsibilities to carry out such purposes.
 1020         (3)(4) DEFINITIONS.—As used in this section, the term
 1021  unless a different meaning is required by the context:
 1022         (a) “Bank” has the meaning set forth in 12 U.S.C. s.
 1023  1813(h), provided the term “bank” does not include any “foreign
 1024  bank” as defined in 12 U.S.C. s. 3101(7), except such term
 1025  includes any foreign bank organized under the laws of a
 1026  territory of the United States, Puerto Rico, Guam, American
 1027  Samoa, or the Virgin Islands, the deposits of which are insured
 1028  by the Federal Deposit Insurance Corporation.
 1029         (b) “Bank holding company” has the meaning set forth in 12
 1030  U.S.C. s. 1841(a)(1).
 1031         (c) “Bank regulatory agency” means:
 1032         1. Any agency of another state with primary responsibility
 1033  for chartering and regulating banks.
 1034         2. The Office of the Comptroller of the Currency, the
 1035  Federal Deposit Insurance Corporation, the Board of Governors of
 1036  the Federal Reserve System, and any successor to such agencies.
 1037         (d) “Branch” has the meaning set forth in s. 658.12.
 1038         (e) “De novo branch” means a branch of a bank located in a
 1039  host state which:
 1040         1. Is originally established by the bank as a branch.
 1041         2. Does not become a branch of the bank as a result of:
 1042         a. The acquisition of another bank or a branch of another
 1043  bank; or
 1044         b. The merger, consolidation, or conversion involving any
 1045  such bank or branch.
 1046         (f) “Control” shall be construed consistently with the
 1047  provisions of 12 U.S.C. s. 1841(a)(2).
 1048         (g) “Failing financial entity” means an out-of-state state
 1049  bank that has been determined by its home state regulator or the
 1050  appropriate federal regulatory agency to be imminently insolvent
 1051  or to require immediate action to prevent its probable failure.
 1052         (h) “Home state” means:
 1053         1. With respect to a state bank, the state by which the
 1054  bank is chartered.
 1055         2. With respect to a national bank, the state in which the
 1056  main office of the bank is located.
 1057         3. With respect to a foreign bank, the state determined to
 1058  be the home state of such foreign bank under 12 U.S.C. s.
 1059  3103(c).
 1060         (i) “Home state regulator” means, with respect to an out
 1061  of-state state bank, the bank’s regulatory agency of the state
 1062  in which such bank is chartered.
 1063         (j) “Host state” means a state, other than the home state
 1064  of a bank, in which the bank maintains or seeks to establish and
 1065  maintain a branch.
 1066         (k) “Insured depository institution” has the meaning set
 1067  forth in 12 U.S.C. s. 1813(c)(2) and (3).
 1068         (a)(l) “Interstate merger transaction” means the merger or
 1069  consolidation of banks with different home states, and the
 1070  conversion of branches of any bank involved in the merger or
 1071  consolidation into branches of the resulting bank.
 1072         (m) “Out-of-state bank” means a bank whose home state is a
 1073  state other than this state.
 1074         (n) “Out-of-state state bank” means a bank chartered under
 1075  the laws of any state other than this state.
 1076         (b)(o) “Resulting bank” means a bank that results has
 1077  resulted from an interstate merger transaction under this
 1078  section.
 1079         (p) “State” means any state of the United States, the
 1080  District of Columbia, any territory of the United States, Puerto
 1081  Rico, Guam, American Samoa, the Trust Territory of the Pacific
 1082  Islands, the Virgin Islands, and the Northern Mariana Islands.
 1083         (c)(q) “Florida bank” means a bank whose home state is this
 1084  state.
 1085         (r) “State bank” means a bank chartered under the laws of
 1086  this state.
 1087         (5) INTERSTATE BRANCHING BY DE NOVO ENTRY PROHIBITED.—An
 1088  out-of-state bank that does not operate a branch in this state
 1089  is prohibited from establishing a de novo branch in this state.
 1090         (4)(6) AUTHORITY OF STATE BANKS TO ESTABLISH INTERSTATE
 1091  BRANCHES BY MERGER.—With the prior written approval of the
 1092  office, a state bank may establish, maintain, and operate one or
 1093  more branches in a state other than this state pursuant to an
 1094  interstate merger transaction in which the state bank is the
 1095  resulting bank. No later than the date on which the required
 1096  application for the interstate merger transaction is filed with
 1097  the appropriate responsible federal bank regulatory agency, the
 1098  applicant state bank shall file an application on a form
 1099  prescribed by the commission accompanied by the required fee
 1100  pursuant to s. 658.73. The applicant must shall also comply with
 1101  the provisions of ss. 658.40-658.45.
 1102         (5)(7) INTERSTATE MERGER TRANSACTIONS AND BRANCHING
 1103  PERMITTED.—
 1104         (a) One or more Florida banks may enter into an interstate
 1105  merger transaction with one or more out-of-state banks. An out
 1106  of-state bank resulting from such transaction may maintain and
 1107  operate the branches of a Florida bank that participated in such
 1108  transaction if, provided that the conditions and filing
 1109  requirements of this section are met.
 1110         (b) Except as otherwise expressly provided in this section,
 1111  an interstate merger transaction is shall not be permitted if,
 1112  upon consummation of such transaction, the resulting bank,
 1113  including all insured depository institutions that would be
 1114  affiliates, as defined in 12 U.S.C. s. 1841(k), of the
 1115  resulting bank, would control 30 percent or more of the total
 1116  amount of deposits held by all insured depository institutions
 1117  in this state. However, this paragraph does not apply to initial
 1118  entry into this state by an out-of-state bank or bank holding
 1119  company.
 1120         (c) An interstate merger transaction resulting in the
 1121  acquisition by an out-of-state bank of a Florida bank shall not
 1122  be permitted under this section unless such Florida bank has
 1123  been in existence and continuously operating, on the date of
 1124  such acquisition, for more than 3 years.
 1125         (6)(8) NOTICE AND FILING REQUIREMENTS.—An Any out-of-state
 1126  bank that will be the resulting bank pursuant to an interstate
 1127  merger transaction involving a Florida bank must shall notify
 1128  the office of the proposed merger within 15 days after the date
 1129  on which it files an application for an interstate merger
 1130  transaction with the appropriate federal regulatory agency and
 1131  the home state regulatory agency, if applicable. Thereafter, the
 1132  out-of-state bank and the Florida bank must, upon request of the
 1133  office, submit status updates with such information as the
 1134  office specifies until the merger transaction is completed or
 1135  the merger application is withdrawn or denied.
 1136         (7)(9) EXAMINATIONS; PERIODIC REPORTS; COOPERATIVE
 1137  AGREEMENTS; ASSESSMENT OF FEES.—
 1138         (a) The office may examine any Florida branch of an out-of
 1139  state state bank which the office deems necessary for the
 1140  purpose of determining whether the branch is being operated in
 1141  compliance with the laws of this state and in accordance with
 1142  safe and sound banking practices.
 1143         (b) The office may enter into cooperative, coordinating, or
 1144  information-sharing agreements with other bank regulatory
 1145  agencies or any organization affiliated with or representing one
 1146  or more bank regulatory agencies to facilitate the regulation of
 1147  out-of-state state branches doing business in this state.
 1148         (c) The office may accept reports of examinations or
 1149  investigations, or other records from other regulatory agencies
 1150  having concurrent jurisdiction over a state bank or a bank
 1151  holding company that controls out-of-state state banks that
 1152  operate branches in this state in lieu of conducting its own
 1153  examinations or investigations.
 1154         (d) The office may assess supervisory and examination fees
 1155  that are shall be payable by state banks and out-of-state state
 1156  bank holding companies doing business in this state in
 1157  connection with the office’s performance of its duties under
 1158  this section and as prescribed by the commission. Such fees may
 1159  be shared with other bank regulatory agencies or any
 1160  organizations affiliated with or representing one or more bank
 1161  regulatory agencies in accordance with agreements between them
 1162  and the office.
 1163         (8)(10) LAWS APPLICABLE TO INTERSTATE BRANCHING
 1164  OPERATIONS.—Laws of this state regarding consumer protection,
 1165  fair lending, and establishment of intrastate branches apply to
 1166  any out-of-state bank branch doing business in this state to the
 1167  same extent as the laws of this state apply to a state bank,
 1168  unless except:
 1169         (a) When Federal law preempts the application of the laws
 1170  of this state.
 1171         (b) When The Comptroller of the Currency determines that
 1172  the application of the such laws of this state would have a
 1173  discriminatory effect on the branch of a national bank in
 1174  comparison with the effect the application of such state laws
 1175  would have with respect to branches of a state bank.
 1176         (9)(11) ENFORCEMENT.—
 1177         (a) If the office determines that a branch maintained by an
 1178  out-of-state state bank in this state is being operated in
 1179  violation of any provision of law of this state, or that such
 1180  branch is being operated in an unsafe and unsound manner, the
 1181  office may take all such enforcement actions as it would be
 1182  empowered to take if the branch were a state bank if, provided
 1183  that the office shall promptly gives give notice to the home
 1184  state regulator of each enforcement action taken against the an
 1185  out-of-state state bank and, to the extent practicable, consults
 1186  and cooperates shall consult and cooperate with the home state
 1187  regulator in pursuing and resolving the said enforcement action.
 1188         (b) The office may take any action jointly with other
 1189  regulatory agencies having concurrent jurisdiction over out-of
 1190  state banks and bank holding companies that operate branches in
 1191  this state, or take such action independently, to carry out its
 1192  responsibilities.
 1193         (10)(12) NOTICE OF SUBSEQUENT MERGER.—
 1194         (a) Each out-of-state state bank that has established and
 1195  maintains a branch in this state must pursuant to this section
 1196  shall give at least 30 days’ prior written notice to the office
 1197  of any merger, consolidation, or other transaction that would
 1198  cause a change of control pursuant to home state or federal law
 1199  with respect to such bank or any bank holding company that
 1200  controls such bank.
 1201         (b) Notwithstanding any other provisions of the financial
 1202  institutions codes or of chapter 120, In the case of a failing
 1203  financial institution entity, the office shall have the power,
 1204  with the concurrence of the appropriate regulatory agencies
 1205  agency, may to issue an emergency order authorizing any
 1206  necessary interstate banking or branching transaction pursuant
 1207  to s. 655.4185.:
 1208         1. The merger or interstate merger transaction of any such
 1209  failing financial entity with a state bank or bank holding
 1210  company that controls a state bank;
 1211         2. Any bank to acquire assets and assume liabilities of the
 1212  Florida branches of any such failing financial entity;
 1213         3. The conversion of any such failing financial entity into
 1214  a state bank or trust company;
 1215         4. The chartering of a new state bank to acquire the
 1216  Florida branches of any such failing financial entity; or
 1217         5. The chartering of a new state trust company to acquire
 1218  assets and assume liabilities and rights, powers, and
 1219  responsibilities as fiduciary of such failing financial entity.
 1220         (11)(13) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.—
 1221         (a) With the prior approval of the office, a any state bank
 1222  may establish and maintain a de novo branch or acquire a branch
 1223  in a state other than this state by submitting an application
 1224  with the office pursuant to s. 658.26.
 1225         (b) A state bank desiring to establish and maintain a
 1226  branch in another state pursuant to s. 658.26 shall pay the
 1227  branch application fee set forth in s. 658.73. In acting on the
 1228  application, the office shall consider the views of the
 1229  appropriate bank regulatory agencies.
 1230         (c) An out-of-state bank may establish and maintain a de
 1231  novo branch or acquire a branch in this state upon compliance
 1232  with chapter 607 or chapter 608 relating to doing business in
 1233  this state as a foreign business entity, including maintaining a
 1234  registered agent for service of process and other legal notice
 1235  pursuant to s. 655.0201.
 1236         (12)(14) ADDITIONAL BRANCHES; POWERS.—
 1237         (a) An out-of-state bank that has lawfully acquired or
 1238  established a branch in this state or bank holding company that
 1239  has acquired a bank in this state pursuant to s. 658.295, or by
 1240  interstate merger pursuant to this section, may establish an
 1241  additional branch or additional branches in this state to the
 1242  same extent that any Florida bank may establish a branch or
 1243  branches in this state.
 1244         (b) An out-of-state bank may conduct only those activities
 1245  at its Florida branch or branches which that are authorized
 1246  under the laws of this state or of the United States. However,
 1247  an out-of-state bank with trust powers resulting from an
 1248  interstate merger transaction with one or more Florida banks
 1249  with trust powers shall be entitled to and may exercise all
 1250  trust powers in this state as a Florida bank with trust powers
 1251  that participated in the transaction.
 1252         Section 24. Section 658.296, Florida Statutes, is repealed.
 1253         Section 25. Section 658.36, Florida Statutes, is amended to
 1254  read:
 1255         658.36 Changes in capital.—
 1256         (1) A No state bank or trust company may not shall reduce
 1257  the number of shares of its outstanding capital stock without
 1258  first obtaining the approval of the office., and such Approval
 1259  shall be withheld if the reduction will cause the outstanding
 1260  capital accounts stock to be less than the minimum required
 1261  pursuant to the financial institutions codes.
 1262         (2) A Any state bank or trust company may provide for an
 1263  increase in its number of outstanding shares of capital stock
 1264  after filing a written notice with the office at least 15 days
 1265  before prior to making such increase. The office may waive the
 1266  time requirement upon a demonstration of good cause.
 1267         (3) If a bank or trust company’s capital accounts have been
 1268  diminished by losses to less than the minimum required pursuant
 1269  to the financial institutions codes, the market value of its
 1270  shares of capital stock is less than the present par value, and
 1271  the bank or trust company cannot reasonably issue and sell new
 1272  shares of stock to restore its capital accounts at a share price
 1273  of par value or greater of the previously issued capital stock,
 1274  the office, notwithstanding any other provisions of chapter 607
 1275  or the financial institutions codes, may approve special stock
 1276  offering plans.
 1277         (a) Such plans may include, but are not limited to,
 1278  mechanisms for stock splits including reverse splits;
 1279  revaluations of par value of outstanding stock; changes in
 1280  voting rights, dividends, or other preferences; and creation of
 1281  new classes of stock.
 1282         (b) The plan must be approved by majority vote of the bank
 1283  or trust company’s entire board of directors and by holders of
 1284  two-thirds of the outstanding shares of stock.
 1285         (c) The office shall disapprove a plan that provides unfair
 1286  or disproportionate benefits to existing shareholders,
 1287  directors, executive officers, or their related interests. The
 1288  office shall also disapprove any plan that is not likely to
 1289  restore the capital accounts to sufficient levels to achieve a
 1290  sustainable, safe, and sound financial institution.
 1291         (d) For any bank or trust company that the office
 1292  determines to be a failing financial institution pursuant to s.
 1293  655.4185, the office may approve special stock offering plans
 1294  without a vote of the shareholders.
 1295         Section 26. Subsection (2) of section 658.41, Florida
 1296  Statutes, is amended to read:
 1297         658.41 Merger; resulting state or national bank.—
 1298         (2) Nothing in The laws law of this state do not shall
 1299  restrict the right of a state bank or state trust company to
 1300  merge with a resulting national bank or out-of-state bank. In
 1301  such case the action to be taken by a constituent state bank or
 1302  state trust company, and its rights and liabilities and those of
 1303  its shareholders, are shall be the same as those prescribed for
 1304  constituent national banks at the time of the action by the
 1305  applicable federal law of the United States and not by the law
 1306  of this state.
 1307         Section 27. Subsections (3) through (11) of section 658.48,
 1308  Florida Statutes, are amended to read:
 1309         658.48 Loans.—A state bank may make loans and extensions of
 1310  credit, with or without security, subject to the following
 1311  limitations and provisions:
 1312         (3) LOANS TO OTHER PERSONS.—A No bank may not shall extend
 1313  credit, including the granting of a line of credit, to any other
 1314  person not included in subsection (2), including a any related
 1315  interest of that person, which that, if when aggregated with the
 1316  amount of all other extensions of credit to that person and any
 1317  related interest of that person, exceeds 15 percent of the
 1318  capital accounts of the lending bank, unless the extension of
 1319  credit has been approved in advance by a majority of the entire
 1320  board of directors or by all members of an authorized committee
 1321  thereof within not more than 1 year before prior to the time
 1322  when such credit is extended.
 1323         (4) RELATED INTERESTS.—As used in this section, the term
 1324  “related interest” means, with respect to any person, any
 1325  partnership, corporation, or other business organization
 1326  controlled by that person. A corporation is controlled by a
 1327  person who:
 1328         (a) Owns, controls, or has the power to vote 25 percent or
 1329  more of any class of voting securities of the corporation;
 1330         (b) Controls in any manner the election of a majority of
 1331  the directors of the corporation; or
 1332         (c) Has the power to exercise a controlling influence over
 1333  the management or policies of the corporation.
 1334         (4)(5) SPECIAL PROVISIONS.—
 1335         (a) A limitation of 25 percent of the capital accounts of
 1336  the lending bank applies to the aggregate of all loans made to a
 1337  corporation, together with all loans secured by shares of stock,
 1338  bonds, or other obligations of the same corporation, unless the
 1339  stocks or bonds are listed and traded on a recognized stock
 1340  exchange, or are registered under the Securities Exchange Act of
 1341  1934, or are registered with the Board of Governors of the
 1342  Federal Reserve System, with the Federal Deposit Insurance
 1343  Corporation, or with the Comptroller of the Currency, in which
 1344  case no aggregate loan limit applies.
 1345         (b) A limitation of 15 percent of the capital accounts of
 1346  the lending bank applies to loans made to any one borrower on
 1347  the security of shares of capital stock listed and traded on a
 1348  recognized exchange. A limitation of 10 percent of the capital
 1349  accounts of the lending bank applies to loans made to any one
 1350  borrower on the security of shares of capital stock not listed
 1351  on a recognized exchange or the obligations subordinate to
 1352  deposits of another bank. A limitation of 25 percent of the
 1353  capital accounts of the lending state bank applies to the
 1354  aggregate of all loans secured by the shares of capital stock or
 1355  the obligations subordinate to deposits of any one bank.
 1356         (c) A No loan may not shall be made by a bank:
 1357         1. On the security of the shares of its own capital stock
 1358  or of its obligations subordinate to deposits.
 1359         2. On an unsecured basis for the purpose of purchasing the
 1360  purchase of shares of its own capital stock or its obligations
 1361  subordinate to deposits.
 1362         3. On a secured or unsecured basis for the purpose of
 1363  purchasing the purchase of shares of the stock of its one-bank
 1364  holding company.
 1365         (d) A one-bank holding company bank may make loans on its
 1366  own one-bank holding company stock. For capital stock that is
 1367  listed and traded on a recognized exchange, the stock may not be
 1368  valued at more than 70 percent of its current market value, and
 1369  for capital stock that is not listed and traded on a recognized
 1370  exchange, the stock may not be valued at more than 70 percent of
 1371  its current book value.
 1372         (e) Loans based upon the security of real estate mortgages
 1373  shall be documented as first liens, except that liens other than
 1374  first liens may be taken:
 1375         1. To protect a loan previously made in good faith;
 1376         2. To further secure a loan otherwise amply and entirely
 1377  secured;
 1378         3. As additional security for Federal Housing
 1379  Administration Title 1 loans or loans made with participation or
 1380  guaranty by the Small Business Administration;
 1381         4. To secure a loan not in excess of 15 percent of the
 1382  capital accounts of the bank; or
 1383         5. As provided by rules of the commission.
 1384         (e)(f) In computing the total liabilities of any person,
 1385  there shall be included all loans or lines of credit endorsed or
 1386  guaranteed as to repayment by such person and by any related
 1387  interest of such person must be included. Purchased
 1388  participations in pools of loans which are carried as loans
 1389  subject to the limits of this section must be aggregated when
 1390  computing the total liabilities of a person who is a borrower,
 1391  originator, seller, broker, or guarantor, or has a repurchase
 1392  agreement obligation for the individual and pooled loans. The
 1393  computation of total liabilities must also include all potential
 1394  liabilities and obligations of the person, and any related
 1395  interest, resulting from the person’s derivatives transactions,
 1396  repurchase agreements, securities lending and borrowing
 1397  transactions, credit default swaps, and similar contracts.
 1398         (f)(g) All loan documentation must shall be written in the
 1399  English language or contain an English translation of foreign
 1400  language provisions.
 1401         (5)(6) APPLICABILITY OF LOAN LIMITATIONS.—The loan
 1402  limitations otherwise provided in this section do not apply to:
 1403         (a) Loans that which are fully secured by assignment of a
 1404  savings account or certificate of deposit of the lending bank;
 1405         (b) Loans that which are fully secured by notes, bonds, or
 1406  other evidences of indebtedness issued by the United States
 1407  Government or fully guaranteed as to repayment by the United
 1408  States Government or its agencies, bureaus, boards, or
 1409  commissions; or
 1410         (c) Loans made to district school boards if when such loans
 1411  are secured by the assignment of revenues reasonably expected to
 1412  be received from the state and are otherwise made in compliance
 1413  with statutes governing borrowings by such boards; or.
 1414         (d) Purchased participations in pools of loans which are
 1415  carried as investments subject to the limitations of s. 658.67.
 1416         (6)(7) APPROVAL BY BOARD.—The requirements of this section
 1417  concerning approval of lending activities by the board of
 1418  directors or an authorized committee therefrom are have been met
 1419  only if when such approvals are recorded in the formal minutes
 1420  of the actions of the board and its committees by name of
 1421  borrower, amount of loan, maturity of loan, and general type of
 1422  collateral. If, at the time of approval of a line of credit,
 1423  such information is not available, the name of the borrower and
 1424  the amount of the approved line of credit must shall be recorded
 1425  in the minutes. Any action required by this section to be taken
 1426  by the board of directors or an authorized committee therefrom
 1427  may be taken pursuant to s. 607.0820(4) if the minutes of the
 1428  proceedings of the board or of the committee reflect such action
 1429  and each director taking such action signs the minutes
 1430  reflecting such action at the next regular meeting of the board
 1431  or committee attended by such director.
 1432         (7)(8) LIABILITY OF OFFICERS AND DIRECTORS.—Officers and
 1433  directors are personally liable, jointly and severally, for any
 1434  loss that may be occasioned by a any willful violation of this
 1435  section.
 1436         (8)(9)If When a bank’s capital has been diminished by
 1437  losses so that its ability to honor legally binding written loan
 1438  commitments is impaired, the office may approve limited
 1439  expansion of the lending limitations set forth in this section.
 1440         (10) IMMINENTLY INSOLVENT BANK.—When the office has
 1441  determined that a state bank is imminently insolvent, the bank
 1442  may not make any new loans or discounts other than by
 1443  discounting or purchasing bills of exchange payable at sight.
 1444         (9)(11) FEDERAL RESTRICTIONS AND LIMITATIONS.—Nothing in
 1445  This section does not expand, enlarge shall be construed as
 1446  expanding, enlarging, or otherwise affect affecting any lending
 1447  limits, restrictions, or procedures now provided by federal law
 1448  applicable to state banks in conjunction with any loan or loans
 1449  to any borrower or class of borrowers.
 1450         Section 28. Subsection (4) of section 658.53, Florida
 1451  Statutes, is amended to read:
 1452         658.53 Borrowing; limits of indebtedness.—
 1453         (4) Unrepaid proceeds of sales of capital notes and capital
 1454  debentures are, as provided herein, shall be considered as a
 1455  part of the aggregate amount of capital and surplus in computing
 1456  loan and investment limitations and in evaluating adequacy of
 1457  capital of the issuing bank if the issuing bank is not in
 1458  default thereunder.
 1459         Section 29. Section 658.65, subsection (33) of section
 1460  665.013, and subsection (35) of section 667.003, Florida
 1461  Statutes, are repealed.
 1462         Section 30. Paragraph (c) of subsection (5) and subsections
 1463  (6) and (10) of section 658.67, Florida Statutes, are amended to
 1464  read:
 1465         658.67 Investment powers and limitations.—A bank may invest
 1466  its funds, and a trust company may invest its corporate funds,
 1467  subject to the following definitions, restrictions, and
 1468  limitations:
 1469         (5) INVESTMENTS IN RELATED COMPANIES.—A bank or trust
 1470  company may invest in the stock of incorporated companies to the
 1471  extent hereinafter defined:
 1472         (c) Up to 10 percent of the capital accounts of a bank may
 1473  be invested in a clearing corporation as defined in s. 678.1021
 1474  678.102(3).
 1475         (6) INVESTMENTS IN CORPORATIONS.—Up to an aggregate of 10
 1476  percent of the total assets of a bank may be invested in the
 1477  stock, obligations, or other securities of subsidiary
 1478  corporations or other corporations or entities, except as
 1479  limited or prohibited by federal law, and except that during the
 1480  first 3 years of existence of a bank, such investments are
 1481  limited to 5 percent of the total assets. Any bank whose
 1482  aggregate investment on June 30, 1992, exceeds the limitation in
 1483  this subsection has 5 years within which to achieve compliance;
 1484  additional time may be approved by the office if the office
 1485  finds that compliance with this subsection will result in more
 1486  than a minimal loss to the bank. The commission may, by rule, or
 1487  the office by order, may further limit any type of investment
 1488  made pursuant to this subsection if it finds that such
 1489  investment would constitute an unsafe or unsound practice.
 1490         (10) SPECIAL PROVISIONS.—
 1491         (a) None of The bonds or other obligations described in
 1492  this section are not shall be eligible for investment in any
 1493  amount unless current as to all payments of principal and
 1494  interest and unless rated in one of the four highest
 1495  classifications, or, in the case of commercial paper, unless it
 1496  is of prime quality and of the highest letter and numerical
 1497  rating, as established by a nationally recognized rating service
 1498  or any comparable rating as determined by the office. Bonds or
 1499  other obligations which are unrated shall not be eligible for
 1500  investment unless otherwise supported as to investment quality
 1501  and marketability by a credit rating file compiled and
 1502  maintained in current status by the purchasing bank or trust
 1503  company. Banks and trust companies shall establish written
 1504  policies and procedures to evaluate the systemic and specific
 1505  risks and benefits associated with all investments authorized in
 1506  this section before making such investments and must provide for
 1507  appropriate risk management and monitoring for the duration of
 1508  the investment. An investment decision may not be based solely
 1509  on the rating of the bond or other obligation by an investment
 1510  rating service. The office may require a bank or trust company
 1511  to divest itself of any investment that the office determines
 1512  creates excessive risk or that has an associated risk that
 1513  exceeds the ability of the bank or trust company to properly
 1514  evaluate and manage.
 1515         (b) Investment securities shall be entered on the books of
 1516  the bank or trust company at the fair market value on the date
 1517  of acquisition. Premiums paid in excess of par value shall be
 1518  amortized either over the life of the security or to the first
 1519  call date at its call price and thereafter to subsequent call
 1520  dates at their respective call prices until maturity. Discount
 1521  may be accredited over the life of the security.
 1522         Section 31. Subsection (5) of section 288.772, Florida
 1523  Statutes, is amended to read:
 1524         288.772 Definitions.—For purposes of ss. 288.771-288.778:
 1525         (5) “Financial institution” shall have the same meaning as
 1526  that term is defined in s. 655.005(1)(h).
 1527         Section 32. Paragraph (b) of subsection (5) of section
 1528  288.99, Florida Statutes, is amended to read:
 1529         288.99 Certified Capital Company Act.—
 1530         (5) INVESTMENTS BY CERTIFIED CAPITAL COMPANIES.—
 1531         (b) All capital not invested in qualified investments by
 1532  the certified capital company:
 1533         1. Must be held in a financial institution as defined in by
 1534  s. 655.005(1)(h) or held by a broker-dealer registered under s.
 1535  517.12, except as set forth in sub-subparagraph 3.g.
 1536         2. Must not be invested in a certified investor of the
 1537  certified capital company or any affiliate of the certified
 1538  investor of the certified capital company, except for an
 1539  investment permitted by sub-subparagraph 3.g. if, provided
 1540  repayment terms do not permit the obligor to directly or
 1541  indirectly manage or control the investment decisions of the
 1542  certified capital company.
 1543         3. Must be invested only in:
 1544         a. Any United States Treasury obligations;
 1545         b. Certificates of deposit or other obligations, maturing
 1546  within 3 years after acquisition of such certificates or
 1547  obligations, issued by any financial institution or trust
 1548  company incorporated under the laws of the United States;
 1549         c. Marketable obligations, maturing within 10 years or less
 1550  after the acquisition of such obligations, which are rated “A”
 1551  or better by any nationally recognized credit rating agency;
 1552         d. Mortgage-backed securities that have, with an average
 1553  life of 5 years or less, after the acquisition of such
 1554  securities, which are rated “A” or better by a any nationally
 1555  recognized credit rating agency;
 1556         e. Collateralized mortgage obligations and real estate
 1557  mortgage investment conduits that are direct obligations of an
 1558  agency of the United States Government; are not private-label
 1559  issues; are in book-entry form; and do not include the classes
 1560  of interest only, principal only, residual, or zero;
 1561         f. Interests in money market funds, the portfolio of which
 1562  is limited to cash and obligations described in sub
 1563  subparagraphs a.-d.; or
 1564         g. Obligations that are issued by an insurance company that
 1565  is not a certified investor of the certified capital company
 1566  making the investment, that has provided a guarantee indemnity
 1567  bond, insurance policy, or other payment undertaking in favor of
 1568  the certified capital company’s certified investors as permitted
 1569  by subparagraph (3)(l)1. or an affiliate of such insurance
 1570  company as defined by subparagraph (3)(a)3. that is not a
 1571  certified investor of the certified capital company making the
 1572  investment, provided that such obligations are:
 1573         (I) Issued or guaranteed as to principal by an entity whose
 1574  senior debt is rated “AA” or better by Standard & Poor’s Ratings
 1575  Group or such other nationally recognized credit rating agency
 1576  as the commission may determine by rule determine.
 1577         (II) Not subordinated to other unsecured indebtedness of
 1578  the issuer or the guarantor.
 1579         (III) Invested by such issuing entity in accordance with
 1580  sub-subparagraphs 3.a.-f.
 1581         (IV) Readily convertible into cash within 5 business days
 1582  for the purpose of making a qualified investment unless such
 1583  obligations are held to provide a guarantee, indemnity bond,
 1584  insurance policy, or other payment undertaking in favor of the
 1585  certified capital company’s certified investors as permitted by
 1586  subparagraph (3)(l)1.
 1587         Section 33. Subsection (1) of section 440.12, Florida
 1588  Statutes, is amended to read:
 1589         440.12 Time for commencement and limits on weekly rate of
 1590  compensation.—
 1591         (1) No Compensation is not shall be allowed for the first 7
 1592  days of the disability, except for benefits provided for in s.
 1593  440.13. However, if the injury results in disability of more
 1594  than 21 days of disability, compensation is shall be allowed
 1595  from the commencement of the disability. All weekly compensation
 1596  payments, except for the first payment, must shall be paid by
 1597  check or, if authorized by the employee, deposited directly into
 1598  the employee’s account at a financial institution. As used in
 1599  this subsection, the term “financial institution” means a
 1600  financial institution as defined in s. 655.005(1)(h).
 1601         Section 34. Paragraph (a) of subsection (1) of section
 1602  440.20, Florida Statutes, is amended to read:
 1603         440.20 Time for payment of compensation and medical bills;
 1604  penalties for late payment.—
 1605         (1)(a) Unless the carrier it denies compensability or
 1606  entitlement to benefits, the carrier shall pay compensation
 1607  directly to the employee as required by ss. 440.14, 440.15, and
 1608  440.16, in accordance with those the obligations set forth in
 1609  such sections. If authorized by the employee, the carrier’s
 1610  obligation to pay compensation directly to the employee is
 1611  satisfied when the carrier directly deposits, by electronic
 1612  transfer or other means, compensation into the employee’s
 1613  account at a financial institution. As used in this paragraph,
 1614  the term “financial institution” means a financial institution
 1615  as defined in s. 655.005(1)(h). Compensation by direct deposit
 1616  is considered paid on the date the funds become available for
 1617  withdrawal by the employee.
 1618         Section 35. Paragraph (c) of subsection (2) of section
 1619  445.051, Florida Statutes, is amended to read:
 1620         445.051 Individual development accounts.—
 1621         (2) As used in this section, the term:
 1622         (c) “Financial institution” has the same meaning means a
 1623  financial institution as defined in s. 655.005(1)(h).
 1624         Section 36. Subsection (18) of section 489.503, Florida
 1625  Statutes, is amended to read:
 1626         489.503 Exemptions.—This part does not apply to:
 1627         (18) The monitoring of an alarm system by a direct employee
 1628  of any state or federally chartered financial institution, as
 1629  defined in s. 655.005(1)(h), or any parent, affiliate, or
 1630  subsidiary thereof, so long as:
 1631         (a) The institution is subject to, and in compliance with,
 1632  s. 3 of the Federal Bank Protection Act of 1968, 12 U.S.C. s.
 1633  1882;
 1634         (b) The alarm system is in compliance with all applicable
 1635  firesafety standards as set forth in chapter 633; and
 1636         (c) The monitoring is limited to an alarm system associated
 1637  with:
 1638         1. The commercial property where banking operations are
 1639  housed or where other operations are conducted by a state or
 1640  federally chartered financial institution, as defined in s.
 1641  655.005(1)(h), or any parent, affiliate, or subsidiary thereof;
 1642  or
 1643         2. The private property occupied by the institution’s
 1644  executive officers, as defined in s. 655.005(1)(f),
 1645  
 1646  and does not otherwise extend to the monitoring of residential
 1647  systems.
 1648         Section 37. Paragraph (b) of subsection (15) of section
 1649  501.005, Florida Statutes, is amended to read:
 1650         501.005 Consumer report security freeze.—
 1651         (15) The provisions of this section do not apply to the
 1652  following entities:
 1653         (b) A deposit account information service company that,
 1654  which issues reports regarding account closures due to fraud,
 1655  substantial overdrafts, automatic teller machine abuse, or
 1656  similar negative information regarding a consumer to an
 1657  inquiring banks or other financial institution as defined in s.
 1658  655.005 institutions for use only in reviewing a consumer
 1659  request for a deposit account at the inquiring bank or financial
 1660  institution, as defined in s. 655.005(1)(g) or (h), or in
 1661  federal law.
 1662         Section 38. Paragraph (d) of subsection (2) of section
 1663  501.165, Florida Statutes, is amended to read:
 1664         501.165 Automatic renewal of service contracts.—
 1665         (2) SERVICE CONTRACTS WITH AUTOMATIC RENEWAL PROVISIONS.—
 1666         (d) This subsection does not apply to:
 1667         1. A financial institution as defined in s. 655.005(1)(h)
 1668  or any depository institution as defined in 12 U.S.C. s.
 1669  1813(c)(2).
 1670         2. A foreign bank maintaining a branch or agency licensed
 1671  under the laws of any state of the United States.
 1672         3. Any subsidiary or affiliate of an entity described in
 1673  subparagraph 1. or subparagraph 2.
 1674         4. A health studio as defined in s. 501.0125(1).
 1675         5. Any entity licensed under chapter 624, chapter 627,
 1676  chapter 634, chapter 636, or chapter 641.
 1677         6. Any electric utility as defined in s. 366.02(2).
 1678         7. Any private company as defined in s. 180.05 providing
 1679  services described in chapter 180 which that is competing
 1680  against a governmental entity or has a governmental entity
 1681  providing billing services on its behalf.
 1682         Section 39. Paragraph (r) of subsection (1) of section
 1683  624.605, Florida Statutes, is amended to read:
 1684         624.605 “Casualty insurance” defined.—
 1685         (1) “Casualty insurance” includes:
 1686         (r) Insurance for debt cancellation products.—Insurance
 1687  that a creditor may purchase against the risk of financial loss
 1688  from the use of debt cancellation products with consumer loans
 1689  or leases or retail installment contracts. Insurance for debt
 1690  cancellation products is not liability insurance but is shall be
 1691  considered credit insurance only for the purposes of s.
 1692  631.52(4).
 1693         1. For purposes of this paragraph, the term “debt
 1694  cancellation products” means loan, lease, or retail installment
 1695  contract terms, or modifications to loan, lease, or retail
 1696  installment contracts, under which a creditor agrees to cancel
 1697  or suspend all or part of a customer’s obligation to make
 1698  payments upon the occurrence of specified events and includes,
 1699  but is not limited to, debt cancellation contracts, debt
 1700  suspension agreements, and guaranteed asset protection
 1701  contracts. However, the term “debt cancellation products” does
 1702  not include title insurance as defined in s. 624.608.
 1703         2. Debt cancellation products may be offered by financial
 1704  institutions, as defined in s. 655.005(1)(h), insured depository
 1705  institutions as defined in 12 U.S.C. s. 1813(c), and
 1706  subsidiaries of such institutions, as provided in the financial
 1707  institutions codes; by sellers as defined in s. 721.05, or by
 1708  the parents, subsidiaries, or affiliated entities of sellers, in
 1709  connection with the sale of timeshare interests; or by other
 1710  business entities as may be specifically authorized by law, and
 1711  such products are shall not constitute insurance for purposes of
 1712  the Florida Insurance Code.
 1713         Section 40. Paragraph (g) of subsection (1) of section
 1714  626.321, Florida Statutes, is amended to read:
 1715         626.321 Limited licenses.—
 1716         (1) The department shall issue to a qualified individual,
 1717  or a qualified individual or entity under paragraphs (c), (d),
 1718  (e), and (i), a license as agent authorized to transact a
 1719  limited class of business in any of the following categories:
 1720         (g) Credit property insurance.—A license covering only
 1721  credit property insurance may be issued to any individual except
 1722  an individual employed by or associated with a lending or
 1723  financial institution as defined in s. 655.005(1)(g), (h), or
 1724  (p) and authorized to sell such insurance only with respect to a
 1725  borrower or debtor, not to exceed the amount of the loan.
 1726         Section 41. Subsection (4) of section 626.730, Florida
 1727  Statutes, is amended to read:
 1728         626.730 Purpose of license.—
 1729         (4) This section does not shall not be deemed to prohibit
 1730  the licensing under a limited license as to motor vehicle
 1731  physical damage and mechanical breakdown insurance or the
 1732  licensing under a limited license for credit property insurance
 1733  of any person employed by or associated with a motor vehicle
 1734  sales or financing agency, a retail sales establishment, or a
 1735  consumer loan office, other than a consumer loan office owned by
 1736  or affiliated with a financial institution as defined in s.
 1737  655.005(1)(g), (h), or (p), with respect to insurance of the
 1738  interest of such agency in a motor vehicle sold or financed by
 1739  it or in personal property if when used as collateral for a
 1740  loan. This section does not apply with respect to the interest
 1741  of a real estate mortgagee in or as to insurance covering such
 1742  interest or in the real estate subject to such mortgage.
 1743         Section 42. Section 626.9885, Florida Statutes, is amended
 1744  to read:
 1745         626.9885 Financial institutions conducting insurance
 1746  transactions.—A financial institution, as defined in s.
 1747  655.005(1)(g), (h), or (p), may conduct insurance transactions
 1748  only through Florida-licensed insurance agents representing
 1749  Florida-authorized insurers or representing Florida-eligible
 1750  surplus lines insurers.
 1751         Section 43. This act shall take effect July 1, 2011.