AMENDMENT FOR HOUSE JUDICIARY COMMITTEE ENGROSSED BILL
1123ja

___________________ moved that HB 1123 be amended as follows:

     On page 1 of the House Judiciary Committee engrossed bill , delete lines 4 to 8 , inclusive.

     On page 3 , line 2, delete " section 2 " and insert " section 1 ".

     On page 3, after line 21 of the House Judiciary Committee engrossed bill, insert:

"      Section 6. That § 51A-1-1 be amended to read as follows:

     51A-1-1.   Any bank, branch bank, drive-in facility, bank service corporation, limited liability company , or other entity by its term subject to this title, is subject to this title, except that the legality of their organization under prior law is not affected by this title. Banks may retain their capital structure. However , the director may order any bank to comply with the capitalization requirements of this title or such additional amounts as he deems necessary upon a finding by him that the sound conduct of banking will be jeopardized by the retention of such prior capital structure.

     Section 7. That § 51A-1-2 be amended to read as follows:

     51A-1-2.   Terms used in this title mean:

             (1)      "Bank," any corporation or limited liability company, organized pursuant to chapter 47- 34A, authorized under this title to engage in the business of banking or in the combined business of a bank and trust company or in the combined business of a bank with trust powers;

             (2)      "Bank holding company," a bank holding company as defined in 12 U.S.C. 1841, as amended as of January 1, 1988;

             (3)      "Banking," the business of receiving deposits, discounting commercial paper, or buying and selling exchange, and any other activity authorized by this title;

             (4)      "Banking day," that part of any day on which a bank is open to the public for carrying on substantially all of its banking functions;

             (5)      "Branch bank," a branch place of business maintained by a bank to conduct its banking business;

             (6)      "Commission," the State Banking Commission;

             (7)      "Deputy director," the deputy director of the Division of Banking;

             (8)      "Director," the director of the Division of Banking;

             (9)      "Division," the Division of Banking of the Department of Commerce and Regulation Revenue and Regulation ;

             (10)      "Executive officer," every officer who participates or has authority to participate, otherwise than in the capacity of a director, in major policy-making functions of the bank, regardless of whether the officer has an official title or whether the officer's title contains a designation of assistant and regardless of whether the officer is serving without salary or other compensation. The chairman chair of the board, the president, every vice-president, the cashier, secretary, and treasurer of a bank are assumed to be executive officers, unless, by resolution of the board of directors or board of managers or by the bank's bylaws or organizational agreement , any such officer is excluded from participation in major policy-making functions, otherwise than in the capacity of a director of the bank, and the officer does not actually participate therein;

             (11)      "Fully defeased bonds or notes," obligations issued by any state, or municipal or school district subdivision the repayment of which has been irrevocably guaranteed by other securities which securities are issued by or are fully guaranteed by the United States Government;

             (12)      "National bank," any corporation organized pursuant to 12 U.S.C. §   21, as amended as of January 1, 1990;

             (13)      "Loan production office," an office in this state which is apart from its main bank or branch which is staffed or controlled by a bank and is where loans are solicited but are not approved or disbursed.

     Section 8. That § 51A-1-4 be amended to read as follows:

     51A-1-4.   Any officer, employee, or director , manager, or owner of a bank who is convicted of violating any of the provisions of this title is disqualified from thereafter acting as an officer, employee , or director , manager, or owner of any bank and is liable in a civil action to such bank or any of its stockholders , members, or owners for all losses sustained by reason of such violations.

     Section 9. That § 51A-2-20 be amended to read as follows:

     51A-2-20.   The director shall examine any bank upon a formal application made by its board of directors or board of managers , in which event, in addition to the regular fees prescribed, such bank shall pay all actual expenses incurred in connection therewith.

     Section 10. That § 51A-2-21 be amended to read as follows:

     51A-2-21.   The director may order the prohibition of specific action at any stockholders' , members', or owners' meeting of any bank pending timely application for judicial determination on

any matter if he the director believes that such order is necessary to protect the bank against improper, incompetent, or careless management practices to safeguard the funds of depositors or to prevent willful violation of this title or any regulation rule adopted hereunder.

     Section 11. That § 51A-2-33 be amended to read as follows:

     51A-2-33.   Before entering upon the discharge of his duties, each member of the commission, the director, and all officers and employees of the division shall take an oath to keep secret all facts and information obtained in the discharge of his official duties, except:

             (1)      As the public duty of such officer or appointee requires him to report upon or take special action regarding the affairs of any bank;

             (2)      Information with reference to a suspended bank which may be made public if, in the discretion of the director, it is to the best interests of the creditors thereof;

             (3)      If called as a witness in a court or before any committee of either house of the Legislature;

             (4)      The director or any of his the director's appointees may disclose to the federal reserve board, the Federal Deposit Insurance Corporation, or the office of the comptroller of the currency, or the examiners appointed by them, all information with reference to the affairs of any state bank which is insured by the Federal Deposit Insurance Corporation, and to this end, the director, the federal reserve board, the Federal Deposit Insurance Corporation, and the office of the comptroller of the currency may exchange reports of examinations made by them;

             (5)      The director may disclose reports of examinations to other state banking agencies on a reciprocal basis. Five days prior to the release of such reports, the director shall inform the chief executive officer and board of directors or board of managers of the bank whose report is being released of the director's intention to make the release and of the name of the agency to which the report will be released.

     A violation of the oath is a Class 2 misdemeanor.

     Section 12. That § 51A-3-1 be amended to read as follows:

     51A-3-1.   All provisions of law applicable to corporations or limited liability companies generally shall be applicable to banks, except where inconsistent with this title, in which case this title shall govern.

     Section 13. That § 51A-3-2 be amended to read as follows:

     51A-3-2.   The articles of incorporation or the articles of organization of a bank corporation or the articles of organization of a bank limited liability company shall state:


             (1)      That the corporation or limited liability company is formed for the purpose of engaging in the business of banking, or as a bank and trust company, or as a bank and trust department;

             (2)      The period for which such corporation or limited liability company is organized, not exceeding twenty years.

     The name of such bank shall be different from the name of any other bank or trust company in the county of its place of business. Its capital stock shall be divided into shares of not less than ten nor more than one hundred dollars each.

     Section 14. That § 51A-3-6 be amended to read as follows:

     51A-3-6.   One-tenth of the net profit for any dividend or distribution period shall be carried to the surplus fund until such fund shall amount to twenty percent of the capital stock. Any losses sustained in excess of undivided profits may be charged to the surplus account, but no dividends or distributions shall thereafter be declared or paid until the surplus fund shall amount to twenty percent of the capital stock.

     Section 15. That § 51A-3-7 be amended to read as follows:

     51A-3-7.   Any application filed pursuant to §   51A-2-16 shall be delivered to the director together with the original and two executed copies of the articles of incorporation or articles of organization . The application shall contain such information as the director may require. The application shall be accompanied by a deposit in an amount set by the commission. If the costs of processing the application are less than the deposit, the excess of the deposit shall be returned to the applicant. The director may assess the applicants for actual costs of processing the application if the actual costs exceed the initial fee.

     Section 16. That § 51A-3-9 be amended to read as follows:

     51A-3-9.   Within ninety days of the receipt of the application required in §   51A-3-7, unless the commission orders that a longer time is necessary, the director shall investigate and make a report of the following:

             (1)      The character, reputation, and financial standing of the organizers or incorporators or the members or owners and their motives in seeking to organize the proposed state bank;

             (2)      The character, financial responsibility, business experience, and standing in the community of the prospective stockholders , members, or owners and of those proposed as directors of the bank;

             (3)      The need in the community where the bank would be located for banking or banking and trust facilities, or additional banking or banking and trust facilities as the case may be;

             (4)      The ability of the community to support the proposed bank, giving consideration to:

             (a)      The competition offered by existing banks;
             (b)      The banking history of the community;
             (c)      The opportunities for profitable employment of bank funds as indicated by the average demand for credit, the number of potential depositors, the volume of bank transactions, and the business and industries of the community, with particular regard for their stability, diversification, and size; and
             (d)      If the bank is to exercise trust powers, the opportunities for profitable employment of fiduciary services;

             (5)      Such other facts and circumstances bearing on the proposed bank and its relation to the community as in the opinion of the director or the commission may be relevant;

             (6)      The adequacy of the capital structure of the proposed bank in relation to the amount of the anticipated business of the bank and the safety of prospective depositors.

     The director shall submit such report, together with all other pertinent information in his the director's possession, to the commission for its consideration pursuant to §   51A-3-11.

     Section 17. That § 51A-3-12 be amended to read as follows:

     51A-3-12.   If the commission approves the application, its approval shall be endorsed on the articles of incorporation or articles of organization . The original shall be filed and recorded in the Office of the Secretary of State, and a certified copy thereof shall be forthwith filed in the office of the director. The remaining copy shall be returned to the incorporators or managers or owners within twenty days of the action of the commission. If the commission disapproves an application, the director shall so notify the incorporators or managers or owners within twenty days of such disapproval, in writing, stating the reasons for such disapproval and shall return all copies of the articles of incorporation or articles of organization to them.

     Section 18. That § 51A-3-14 be amended to read as follows:

     51A-3-14.   The incorporators or managers or owners may call for the payment of subscriptions in full upon receipt of the notice that the articles of incorporation or articles of organization have been approved. The director shall issue a certificate of authority whenever it shall appear to him the director that the capital stock of such bank has been fully subscribed and paid in in money and such bank is lawfully entitled to commence business. No bank shall may transact any business, except such as is incidental or necessarily preliminary to its organization, until such certificate of authority has been regularly issued by the director. Such certificate of authority shall be is void if the bank named therein fails to commence business within one year from the date thereof.

     Section 19. That § 51A-3-16 be amended to read as follows:

     51A-3-16.   The director may approve the issuance of preferred stock, capital notes, debentures,

or other bank securities after approval of the majority of the stockholders , members, or owners . The terms of issue shall set forth the voting rights available thereon and the rank or priority, if any, of depositor or other creditor with reference to such issue in case of insolvency of the issuing bank. No such stock, notes, debentures, or other bank securities may be issued prior to approval by the director. Before any such issue is retired or paid, the bank shall obtain the written approval of the director.

     Section 20. That § 51A-3-17 be amended to read as follows:

     51A-3-17.   No dividends or distributions may be declared or paid on the capital stock of any bank which has outstanding capital notes or debentures, or if preferred stock has been issued without prior written approval of the director unless:

             (1)      In the case of an issue of capital notes or debentures, the surplus and undivided profits of such bank equal such issue, the retirement requirements and interest on the issue have been paid; or

             (2)      In the case of an issue of preferred stock, all the terms of issue shall have been satisfied.

     Section 21. That § 51A-3-17.1 be amended to read as follows:

     51A-3-17.1.   For the purposes of this chapter, dividends or distributions are any distribution of funds made by the bank to a shareholder , member, or owner from current or accumulated earnings except for fees or salaries.

     Section 22. That § 51A-3-18 be amended to read as follows:

     51A-3-18.   Dividends to stockholders , or distributions to members or owners, may be declared from net profits by the board of directors or board of managers of a bank not more than once in each calendar quarter provided that if all provisions of this title relating to the maintenance of capital accounts have been complied with. The minutes of such a meeting shall reflect that a determination has been made that the reserve for loan and lease losses has been adequately funded, the amount carried to surplus, if any, the amount of dividend or distribution declared, the amount of net undivided profits, if any, remaining , and the amount of total equity capital remaining.

     Section 23. That § 51A-3-19 be amended to read as follows:

     51A-3-19.   The approval of the director is required before a dividend or distribution is declared if the total of all dividends or distributions , including the proposed dividend or distribution , declared by the directors of a bank in any calendar year exceeds the total of its net profits of that year to date combined with its retained net profits of the preceding two years, less any required transfers to surplus or a fund for the retirement of any preferred stock.

     Section 24. That § 51A-3-20 be amended to read as follows:


     51A-3-20.   Dividends or distributions paid to any stockholder , member, or owner of a bank, which shall in any way impair or diminish the capital, may be recovered from any stockholder , member, or owner receiving the same unless the capital impairment be subsequently made good. The directors of any bank, who pay a dividend or distribution when the bank is insolvent or in danger of insolvency, or when there are not sufficient net profits available, or when the bank is subject to an order pursuant to §   51A-2-26 prohibiting the payment of dividends or distributions , shall be jointly and severally liable to the creditors of the bank in existence at that time in double the amount of such dividend or distribution .

     Section 25. That § 51A-3-22 be amended to read as follows:

     51A-3-22.   A bank may amend its articles of incorporation in the manner provided under chapter 47-2, or amend its articles of organization in the manner provided under chapter 47-34 upon amendment certified by its president, except that prior approval of the director shall be required for a bank to: change its name or location; acquire or abandon trust powers; change the number or par value of its shares of stock; change the amount of capital; or, extend its corporate existence. Such approval must be based upon a finding that the security of existing creditors will not be impaired by the proposed action. All such amendments shall be filed in the same manner as provided for original articles of incorporation or articles of organization .

     Section 26. That § 51A-3-23 be amended to read as follows:

     51A-3-23.   Within one year prior to the expiration of the period for which it was incorporated or organized a bank may, with the approval of at least a majority of the capital stock of such corporation or a majority of such limited liability company , extend its corporate existence for an additional period, not to exceed twenty years, by amending its articles of incorporation or articles of organization as provided in §   51A-3-22.

     Section 27. That § 51A-3-26 be amended to read as follows:

     51A-3-26.   Any bank has a lien upon the shares of any stockholder , member, or owner of the bank or any stockholder , member, or owner of the parent bank holding company who is indebted to it, and for such purpose, in addition to stock duly recorded, the bank may enforce its lien against stock actually owned by the debtor but not recorded on the transfer books. All certificates for such stock shall have printed or stamped thereon the words: "Subject to lien for any indebtedness of holder to bank," and such lien is not enforceable against a purchaser in good faith unless such words are printed or stamped on such certificate.

     Section 28. That § 51A-3-30 be amended to read as follows:

     51A-3-30.   Every bank shall adopt a code of bylaws or organizational agreement before being authorized to commence business. Bylaws or organizational agreements , as well as all amendments or additions thereto, so adopted shall be effective only after they have been approved by the director. After their adoption and approval they shall be spread at length upon the minute book of the bank and be subject to such rights of inspection as exist for other corporate or books and records.



     Section 29. That § 51A-3-32 be amended to read as follows:

     51A-3-32.   The board of directors or board of managers of every bank shall consist of not less than five nor more than twenty-five members. At all times, at least three-fourths of the directors shall be citizens of the United States. With the exception of the president or the chief executive officer, the directors shall be elected by the shareholders or members or owners .

     Section 30. That § 51A-3-33 be amended to read as follows:

     51A-3-33.   Any director may be removed by the stockholders , members, or owners at any regular or special meeting, except that no director may be removed unless the votes cast against a motion for his removal are less than the total number of shares or outstanding, divided by the number of authorized directors, but all of the directors may be removed if a majority of the outstanding shares approves a motion for the removal of all.

     Section 31. That § 51A-3-34 be amended to read as follows:

     51A-3-34.   The board of directors or board of managers shall hold regular meetings at such times as the bylaws or organizational agreement of the bank may prescribe. At no time may the bylaws or organizational agreement provide for fewer meetings than the minimum number permitted by rule promulgated by the commission pursuant to chapter 1-26. Any director of the bank or the director of the Division of Banking may call a special meeting. The board of directors , board of managers, or an executive committee of not less than one-third of the board shall review at least monthly the transactions occurring since the last review.

     Section 32. That § 51A-3-35 be amended to read as follows:

     51A-3-35.   The officers of every bank shall be elected by the board of directors or board of managers at the board meeting held in January of each year. The president or chief executive officer shall be appointed by the elected board members to the board of directors or board of managers . The officers shall hold office for one year and until their successors are elected and qualified, subject to removal by the board at any time. Vacancies may be filled by appointment of successors by the board of directors or board of managers at any regular or special meeting, to hold office until the next regular election and until successors qualify.

     Section 33. That § 51A-3-36 be amended to read as follows:

     51A-3-36.   Within ten days after the election or appointment of any officer, the board of directors or board of managers shall cause to be forwarded to the director the name or names of such officer or officers together with such other information as may be required by the commission. If the director shall refuse to confirm the election or appointment of any such officer, such office shall immediately become vacant.

     Section 34. That § 51A-3-39 be amended to read as follows:


     51A-3-39.   The directors of a bank shall be responsible for prescribing at least once in each year the amount or penal sum of such bonds or policies and the sureties or underwriters thereon, after giving due and careful consideration to all known elements and factors constituting such risk or hazard. Such action shall be recorded in the minutes of the board of directors or board of managers and thereafter be reported to the director and be subject to his approval.

     Section 35. That § 51A-4-11 be amended to read as follows:

     51A-4-11.   All conveyances and other instruments affecting the title to real property shall be executed by any executive officer of the bank, or employee so designated by the board of directors or board of managers under the corporate seal of the bank.

     All such conveyances or other instruments, which are executed by any one of such individuals and filed and recorded in the office of the register of deeds are hereby declared to be legal, valid, and effective as of the date on which such instruments were so executed under such corporate seal.

     Section 36. That § 51A-5-1 be amended to read as follows:

     51A-5-1.   No person may assume or use the word , " trust " , in such person's name in any manner which infers or suggests that such person has authority to transact such business unless such person is authorized to transact trust business pursuant to this title. A violation of this paragraph is a Class 2 misdemeanor.

     No bank may exercise trust powers unless it is so authorized by its articles of incorporation or articles of organization and approved by the commission and it has qualified by making the deposit required by §   51A-5-4. Any person who exercises trust powers in violation of this section is guilty of a Class 2 misdemeanor.

     Section 37. That § 51A-5-4 be amended to read as follows:

     51A-5-4.   Any bank empowered by its articles of incorporation or articles of organization to do trust business or any trust company authorized by this title, shall, before transacting any such business, deposit and keep on deposit with the division evidences of indebtedness acceptable to the director which are payable to bearer or recorded in the name of the division and which constitute readily marketable legal investments for funds held by a bank as fiduciary in the amount of one hundred thousand dollars. Such deposit shall be for the security of the trust creditors of such bank or trust company, and shall be in bonds or notes and mortgages on real property within this state worth double the amount secured thereby, or insured by the Federal Housing Administration, or bonds of the United States, or any state of the United States that has not defaulted on its principal or interest within ten years, or any organized county or township or first or second class municipality or school district in this state or some other state, and upon which there has been no default in payment of interest or principal. Income from such securities shall belong to and be paid the bank or trust company as long as it continues to conduct its business in the ordinary course and so long as authorized by the director.


     Section 38. That § 51A-5-25 be amended to read as follows:

     51A-5-25.   No bank shall may accept or voluntarily relinquish a fiduciary account without the approval or ratification of the board of directors or board of managers , or a committee of officers or directors designated by the board for that purpose, but the board or the committee may prescribe general rules governing acceptance or relinquishment of fiduciary accounts, and action taken by an officer in accordance with these rules is sufficient approval.

     Section 39. That § 51A-5-26 be amended to read as follows:

     51A-5-26.   The board of directors or board of managers shall designate one or more committees of not less than three qualified officers or directors to supervise the investment of fiduciary funds. No investment shall may be made, retained, or disposed of without the approval of a committee. At least once each calendar year a committee shall review all assets of each fiduciary account and shall determine their current value, safety, and suitability and whether the investments should be modified or retained.

     Section 40. That § 51A-5-27 be amended to read as follows:

     51A-5-27.   The committees provided for in § §   51A-5-25 and 51A-5-26 shall keep minutes of their meetings, and shall fully report to the board of directors or board of managers at least once in each calendar quarter all action taken since their previous report.

     Section 41. That § 51A-5-29 be amended to read as follows:

     51A-5-29.   Any state bank or trust company exercising trust powers may, with the approval of the director, or the comptroller of the currency, in the case of a national bank or trust company, establish and maintain a trust service office at any office in this state of a state or national bank, if the establishment thereof has been approved by the board of directors or board of managers of the state or national bank at a meeting called for that purpose, and by the director or comptroller.

     Section 42. That § 51A-6-6 be amended to read as follows:

     51A-6-6.   All provisions of law applicable to corporations and limited liability companies generally shall be applicable to trust companies, except where inconsistent with this chapter and the provisions of this title, in which case this chapter and the provisions of this title shall govern.

     Section 43. That § 51A-12-8 be amended to read as follows:

     51A-12-8.   The issuing officer, the chief executive , or managing officer and the board of directors or board of managers of a bank shall be held personally liable for all excessive loans, until they are in compliance, including overdrafts which could create excess. Such liability shall remain in effect for so long as any such loans may be in excess of the amount limited by law.

     Section 44. That § 51A-14-3 be amended to read as follows:



     51A-14-3.   Any bank may make application for reorganization as a national bank under the laws of the United States. The bank shall forward to the director a copy of a resolution of the board of directors or board of managers to convert to a national bank. In the event such bank secures a certificate from the comptroller of the currency authorizing it to transact business as a national bank, such national bank shall take and hold all the assets, real and personal, of such state bank, subject to all liabilities existing against such bank at the time of such reorganization, and shall immediately notify the director of such reorganization and transfer. At the time of reorganization, the directors of such bank shall institute proceedings to dissolve legally the old state bank charter in the same manner as provided herein for dissolution under voluntary liquidation.

     Section 45. That § 51A-14-4 be amended to read as follows:

     51A-14-4.   Any national bank, or any federal savings association, federal savings bank, or state savings and loan association owned by or being acquired by a bank holding company which desires to take the necessary steps to effect dissolution as a national bank, a federal savings association, or a federal savings bank with the federal regulatory authority having jurisdiction, or as a state savings and loan association with the Division of Banking may make application to the commission to reorganize as a state bank. An application for conversion to a state bank shall consist of a letter of intent signed by a majority of the institution's board of directors together with any additional information required by the director. The stockholders , members, or owners of the national bank, federal savings association, federal savings bank, or state savings and loan association shall make, execute, and acknowledge articles of incorporation or articles of organization as required by this title. Upon receipt of an application for approval of a conversion, the director shall conduct such investigation as he may deem necessary to ascertain whether:

             (1)      The letter of intent and supporting items satisfy the requirements of this title;

             (2)      The plan of conversion adequately protects the interests of depositors;

             (3)      The requirements for a conversion under all applicable laws have been satisfied, and the resulting state bank would satisfy the requirements for banks authorized by this title; and

             (4)      The resulting state bank will possess an adequate capital structure.

     Upon filing and approval of such articles as provided by this title, and upon the issuance of a certificate of authority by the director as provided herein, the institution may transact business as a state bank, and thereupon all assets, real and personal, of the dissolved national bank, federal savings association, federal savings bank, or state savings and loan association shall be vested in and become the property of the state bank.

     Section 46. That § 51A-15-11 be amended to read as follows:

     51A-15-11.   After a hearing with three days' oral or written notice to a majority of the members of the board of directors or board of managers , the director may, with the consent of a majority of the members of the commission, suspend all activities and take possession of the business and

property of a bank whenever he the director finds:

             (1)      Its capital is impaired or it is otherwise in an unsound condition;
             (2)      Its business is being conducted in an unlawful or unsound manner;
             (3)      It is unable to continue normal operations;
             (4)      Its examination has been obstructed or impeded;
             (5)      It places its affairs and assets under his control;
             (6)      A corporation refuses to permit an examination as provided in §   51A-2-37;
             (7)      It is insolvent; or
             (8)      Its insurance has been terminated pursuant to an action initiated by the Federal Deposit Insurance Corporation under 12 U.S.C. Sec. 1818(a), as amended.

     Section 47. That § 51A-15-15 be amended to read as follows:

     51A-15-15.   When the director has taken possession he shall be the director is vested with the full and exclusive power of management and control, including the power to assess outstanding capital stock, continue or to discontinue the business, to stop or to limit the payment of its obligations, to employ any necessary assistants, to execute any instrument in the name of the bank, to commence, defend, and conduct in its name any action or proceeding in which it may be a party, to terminate his the director's possession by restoring the bank to its board of directors or board of managers and to reorganize or liquidate the bank in accordance with this chapter. As soon as practicable after taking possession the director shall make an inventory of the assets and file a copy thereof with the circuit court.

     Section 48. That § 51A-15-28 be amended to read as follows:

     51A-15-28.   No plan of reorganization may be prescribed under this chapter unless, in the opinion of the director or receiver:

             (1)      The plan is feasible and fair to all classes of depositors, creditors and stockholders , or members or owners ;

             (2)      The face amount of the interest accorded to any class of depositors, creditors or , stockholders , members, or owners under the plan does not exceed the value of the assets upon the liquidation less the full amount of the claims of all prior classes, subject, however, to any fair adjustment for new capital that any class will pay under the plan;

             (3)      The plan provides for the issuance of common stock in an amount that will provide an adequate ratio to assets;

             (4)      Any exchange of new common stock for obligations or stock of the bank will be effected in inverse order to the priorities in liquidation of the classes that will retain an interest in the bank and upon terms that fairly adjust any change in the relative interests of the respective classes that will be produced by the exchange;

             (5)      The plan assures the removal of any director, officer , or employee responsible for any unsound or unlawful action or the existence of any unsound condition;

             (6)      Any merger or consolidation provided by the plan conforms to the requirement of this title.

     Section 49. That § 51A-15-37 be amended to read as follows:

     51A-15-37.   Within twenty days after the filing of the schedule, pursuant to subdivision 51A-15-36(3) any creditor, depositor, or stockholder , member, or owner may file with the circuit court an objection to any determination made. Any objections so filed shall be heard and determined by the court, upon such notice to the director or receiver and interested claimants as the court may prescribe. If the objection is sustained the court shall direct an appropriate modification of the schedule.

     Section 50. That § 51A-15-42 be amended to read as follows:

     51A-15-42.   When the director or receiver has liquidated a bank, any assets remaining after all claims have been paid shall be distributed to the stockholders , members, or owners in accordance with their respective interests. ".