This section makes the Business Organizations Code apply to banking associations and limited banking associations, gives the finance commission rulemaking power, and requires certain state bank actions to be filed with and approved by the banking commissioner.
Sec. 32.008. APPLICATION OF GENERAL CORPORATE LAW. (a) The Business Organizations Code applies to a banking association as if it were a for-profit corporation, and to a limited banking association as if it were a limited liability company, to the extent not inconsistent with this subtitle or the proper business of a state bank, except that: (1) a reference in the Business Organizations Code to the secretary of state means the banking commissioner unless the context requires otherwise; and (2) the right of shareholders to cumulative voting in the election of directors exists only if granted by the bank's certificate of formation. (b) The finance commission may adopt rules to limit or refine the applicability of the laws listed by Subsection (a) to a state bank or to alter or supplement the procedures and requirements of those laws applicable to an action taken under this chapter. (c) Unless expressly authorized by this subtitle or a rule adopted under this subtitle, a state bank may not take an action authorized by a law listed by Subsection (a) regarding its corporate status, its capital structure, or a matter of corporate governance, of the type for which those laws would require a filing with the secretary of state if the bank were a filing entity, without submitting the filing to the banking commissioner and obtaining the banking commissioner's prior written approval of the action. (d) In this subtitle, a reference to a term or phrase listed in a subdivision of Section 1.006, Business Organizations Code, includes a synonymous term or phrase referenced by the same subdivision in Section 1.006 of that code. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997. Amended by Acts 2001, 77th Leg., ch. 528, Sec. 6, eff. Sept. 1, 2001. Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 12, eff. September 1, 2007. Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 3, eff. June 14, 2013.