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[Utah Code Table of Contents]
[TITLE 7. Table of Contents]

7-7-1 Citation of chapter - Application of Utah Revised Business Corporation Act.

This chapter is known as the "Savings and Loan Associations Act." Except for Sections 16-10a-122 , 16-10a-820 through 16-10a-842 , Title 16, Chapter 10a, Utah Revised Business Corporation Act, does not apply to or govern any association as defined in this chapter.
    1993

7-7-2 Definitions.

As used in this chapter:

(1) "Association" means a mutual or capital stock savings association, a savings and loan association, a mutual or capital stock savings bank, or a building and loan association subject to the provisions of this chapter, including all out-of-state associations qualified to do business in this state.

(2) "Federal association" means a savings association, a savings and loan association, or a savings bank, chartered by the Office of Thrift Supervision or successor federal agency.

(3) "Impaired condition" means a condition in which the assets of an association in the aggregate do not have a fair value equal to the aggregate amount of liabilities of the association to its creditors, including the holders of its savings accounts and all other persons.

(4) "Insured association" means an association the deposit accounts of which are insured by the Federal Deposit Insurance Corporation or any successor agency of the federal government.

(5) "Liquid assets" means cash on hand and cash on deposit in federal home loan banks, federal reserve banks, state banks performing similar reserve functions, or in commercial banks, which cash is withdrawable upon not more than 30 days notice and which is not pledged as security for indebtedness. Any deposits in a financial institution under the control or in the possession of any supervisory authority shall not be considered as liquid assets. Liquid assets also means obligations of, or obligations that are fully guaranteed as to principal and interest by, the United States, the Federal National Mortgage Association, the Government National Mortgage Association, any federal home loan bank, or this state, which obligations will mature in five years or less, and any other assets readily convertible into cash.

(6) "Out-of-state association" means an association whose home state is not Utah.

(7) "Real estate loan" means any loan or other obligation secured by a lien on real estate in any state held in fee or in a leasehold, and any transaction out of which a lien or its equivalent is created against real estate, including the purchase of real estate in fee by an association and the concurrent or immediate sale of the real estate on installment contract.

(8) "Savings liability" means the aggregate amount of savings accounts of depositors, including earnings credited to those accounts, less redemptions and withdrawals.

(9) "Service organization" means an organization substantially all the activities of which consist of originating, purchasing, selling, or servicing loans and participating interests therein, or clerical, bookkeeping, accounting, statistical, or other similar functions or any combination thereof performed primarily for financial institutions, plus such other activities as the commissioner may approve.

(10) "Supervisor" means the supervisor of savings and loan associations.

(11) "Surplus" means the aggregate amount of the undistributed net income of an association held as undivided profits or unallocated reserves for general corporate purposes, and any paid-in surplus held by an association.

(12) "Withdrawal value" means the amount credited to a savings account less lawful deductions, as shown by the records of the association.
    1995

7-7-3 Incorporators - Certificate of authority - Articles of incorporation - Amendment - Bylaws - Liability for debts of association.

(1) (a) "Incorporators" means persons who apply to the commissioner to form a mutual association or a capital stock association under this section.

(b) Any five or more individuals, who are at least 21 years of age, may apply to the commissioner for a certificate of authority to form a mutual association or capital stock association to provide for the deposit or investment of funds and for the extension of credit.

(c) The supervisor and the commissioner shall consider and act upon the application according to the requirements of this section and Section 7-1-704 .

(d) If the commissioner approves the application, he shall issue a certificate of authority and attach a copy of that certificate to each copy of the articles of incorporation required to be filed by him under the provisions of Section 7-1-704 .

(e) The corporate existence of the association begins upon issuance of the certificate of authority.

(f) The certificate of authority is conclusive evidence that all conditions precedent to incorporation have been complied with and that the association has been incorporated under this chapter.

(2) (a) The articles of incorporation of every association shall state:

(i) the name of the association;

(ii) the names of the incorporators and their places of residence;

(iii) the time of its duration, which may be perpetual;

(iv) the purpose or purposes for which the association is formed;

(v) if the association is a capital stock association, the aggregate number of shares that the corporation shall have authority to issue; if those shares are to consist of one class only, the par or stated value of each of the shares or a statement that all of the shares are without par or stated value; or, if the shares are to be divided into classes, the number of shares of each class, and a statement of the par or stated value of the shares of each such class or that the shares are to be without par value;

(vi) if the association is a capital stock association and is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variation in the relative rights and preferences as between series according to the provisions of the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variation in the relative rights and preferences as between series;

(vii) the number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as directors until the first annual meeting of the members or stockholders or until their successors are elected and qualify; and

(viii) its principal place of business.

(b) It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in the laws of this state with respect to associations.

(c) (i) The articles of incorporation of a capital stock association may provide that the stockholders of any class or classes have the preemptive right to acquire additional shares issued by the association.

(ii) In the absence of any grant of preemptive rights in the articles of incorporation of an association, no preemptive rights exist with respect to additional shares issued by the association.

(3) (a) (i) The articles of incorporation of any association may be amended at a meeting of the members or stockholders called for that purpose, according to the procedures set forth in the articles of incorporation.

(ii) If the articles of incorporation do not provide a procedure for amendment, the articles may be amended by a vote of a majority of the total votes eligible to be cast by members or stockholders at the meeting.

(iii) The original purpose of the association may not be changed without the approval and consent of all of the members or all of the outstanding stock and shares.

(iv) Adding to the purposes or objects of the association, or extending the power and business of the association, is not considered to be a change of the original purpose of the association.

(b) (i) Notice of any meeting to consider amendments of the association's articles of incorporation shall be given by or at the direction of the president, the secretary, or the officer or persons calling the meeting.

(ii) The notice shall state the nature of the proposed change and the place, day, and time of the meeting.

(iii) The notice shall be given in the manner provided for notices of special meetings as specified in Section 7-7-10 for mutual associations, or as specified in Section 7-7-11 for capital stock associations.

(c) (i) A certificate of the change or amendment, when adopted, shall be made by the president and secretary of the association, and shall be filed and recorded in the manner provided in this section for the filing and recording of the original articles of incorporation.

(ii) The Division of Corporations and Commercial Code shall issue a certificate of amendment, which is evidence of the facts stated in the amendment, but this certificate of amendment may not be issued by the Division of Corporations and Commercial Code until the commissioner has approved the amendment.

(iii) An amendment is not effective until it has been filed according to the provisions of this section.

(4) (a) The bylaws of an association may provide for:

(i) annual and special meetings of members or stockholders, and notice of those meetings;

(ii) procedure for nomination of directors;

(iii) meetings of the board of directors;

(iv) resignation and removal of directors;

(v) compensation of directors;

(vi) officers;

(vii) execution of instruments;

(viii) evidence of savings accounts;

(ix) corporate seal;

(x) fiscal year; and

(xi) any other desired matters.

(b) The commissioner may issue a preapproved form of bylaws that may be adopted and used by any association.

(c) The power to alter, amend, or repeal the bylaws, or to adopt new bylaws, is vested in the board of directors unless reserved to the members or stockholders in the articles of incorporation.

(5) (a) The property of the association is liable for the debts of the association.

(b) The individual property of a member or stockholder of an association organized under the laws of this state is not liable for the association's obligations, nor may assessments be levied on the memberships or stock for any purpose.
    1987

7-7-3.1 Limitation of personal liability of directors.

(1) Without limiting the generality of Section 7-7-3.2 , the articles of incorporation may include a provision eliminating or limiting the personal liability of a director to the association, its stockholders, members, or depositors for monetary damages for any action taken or any failure to take any action as a director, except liability for:

(a) the amount of a financial benefit received by a director to which the director is not entitled;

(b) infliction of harm on the association, its stockholders, members, or depositors; or

(c) an intentional violation of criminal law.

(2) No provision authorized under this section may eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.

(3) Any provision authorized under this section to be included in the articles of incorporation may also be adopted in the bylaws or by resolution, but only if the provision is approved by the same percentage of shareholders as would be required to approve it as an amendment to the articles of incorporation.

(4) Any federal association or out-of-state association may adopt any provision authorized under this section.
    1995

7-7-3.2 General limitation on liability.

A director or officer is not liable to the association, its stockholders, members, or depositors, any conservator or receiver, or any assignee or successor-in-interest thereof, for any action taken, or any failure to take any action, as a director or officer, as the case may be, unless:

(1) he has breached or failed to perform the duties of the office in compliance with this title; and

(2) the breach or failure to perform constitutes gross negligence, willful misconduct, or intentional infliction of harm on the association, its stockholders, members, or depositors.
    1994

7-7-3.3 Deposit insurance required.

An association or branch may accept or hold deposits only if its accounts are insured by a federal deposit insurance agency.
    1995

7-7-4 Mutual association - Chair of incorporators - Surety bond or escrow - Capital requirements - Expense fund - Organization meeting.

(1) The incorporators of a mutual association shall appoint one of their number as chair of the incorporators. This chair shall procure from a surety company or other surety acceptable to the commissioner, a surety bond in an amount at least equal to the amount subscribed by the incorporators plus the expense fund described in Subsection (2). This bond shall name the commissioner as obligee and shall be delivered to him. It shall assure the safekeeping of the funds described, their delivery to the association after the issuance of the certificate of authority and after the bonding of the officers, and, in the event of the failure to complete organization, the return of the amounts collected to the respective subscribers or their assigns, less reasonable expense which shall be deducted from the expense fund. The required surety may be waived by the commissioner if the funds are held in escrow so as to provide similar assurance with regard to the funds. Before a certificate of authority is issued, the incorporators shall pay in cash, to the chairman, as subscriptions to the savings accounts of the proposed association, including that part of the original subscription paid by the chairman. The minimum required capital shall be prescribed by the commissioner by rule. These capital requirements may not be greater than those required by the Office of Thrift Supervision or successor agency for the formation of a federally chartered mutual association.

(2) The incorporators, in addition to their subscriptions to savings accounts, shall create an expense fund in an amount not less than 25% of the minimum amount of savings account subscriptions required to be paid under this chapter. From this expense fund the expense of organizing the association and its operating expenses may be paid until such time as its net income is sufficient to pay such earnings as may be declared and paid or credited to its savings account holders from sources available for payment of earnings. The incorporators and others, before a certificate of authority is issued, shall deposit to the credit of the chairman of the incorporators in cash the amount of the expense fund. The amounts contributed to the expense fund by the incorporators and others shall not constitute a liability of the association except as provided by this chapter.

(3) Contributions made by the incorporators and others to the expense fund may be repaid pro rata to the contributors from the net income of the association after provision for statutory reserves and declaration of earnings of not less than 2% on savings accounts. If an association is liquidated before contributions to the expense fund have been repaid, any contributions to the expense fund remaining unexpended, after the payment of expenses of liquidation, all creditors, and the withdrawal value of all savings accounts, shall be repaid to the contributors pro rata. The books of the association shall reflect the expense fund. Contributors to the expense fund shall at the times earnings regularly are distributed to savings account holders be paid earnings on the amounts paid in by them and for that purpose the contributions shall in all respects be considered as savings accounts of the association.

(4) Within 90 days after the corporate existence of an association begins, the directors of the association shall hold an organization meeting and shall adopt bylaws and elect officers under this chapter. At the organization meeting the directors shall take such other action as is appropriate in connection with beginning the transaction of business by the association. The commissioner may extend by order the time within which the organization meeting shall be held.
    1994

7-7-5 Capital stock association - Chair of incorporators - Surety bond or escrow - Capital requirements - Surplus - Acquisition of own stock - Organization meeting.

(1) The incorporators of a capital stock association shall appoint one of their number as chair of the incorporators and the chair shall procure from a surety company or other surety acceptable to the commissioner, a surety bond in an amount at least equal to the amount of capital stock contributions plus the additional amounts described in Subsection (2). This bond shall name the commissioner as obligee and shall be delivered to him. It shall assure the safekeeping of the funds described, delivery of the funds to the association after the issuance of the certificate of authority and after the bonding of the officers, and in the event of the failure to complete organization, the return of the amounts collected to the respective subscribers or their assigns, less reasonable expense which shall be deducted from the paid-in surplus. The required surety may be waived by the commissioner if the funds are held in escrow so as to provide similar assurance with regard to the funds. Before a certificate of authority is issued, the capital of the association shall be paid in by subscribers to the chairman in cash, and shall be the sum of the par or initially stated value of all shares of voting capital stock to be initially issued. Each share of capital stock shall entitle its holder to one vote. The minimum required capital shall be prescribed by the commissioner by rule. These capital requirements may not be greater than those required by the Office of Thrift Supervision or successor agency for the formation of a federally chartered capital stock association. No commissions, fees, or other remuneration shall be paid for the sale of shares of capital stock, and no incentive stock shall be issued.

(2) In addition to the minimum capital required, the subscribers shall pay an additional amount equal to not less than 25% of the par or initially stated value of the stock subscribed, which shall be credited to paid-in surplus and may be used to offset losses. The minimum capital and surplus may be used for the reserves required by law and as may be permitted by the board of directors.

(3) After approval by the commissioner of the petition for a certificate of authority, and prior to issuance of the certificate of authority by the commissioner, the incorporators of the proposed association shall file with the commissioner a statement in such form and with such supporting data and proof as the commissioner may require. The statements shall verify that the entire capital and paid-in surplus has been unconditionally paid in, and that the funds representing such capital and paid-in surplus, less sums of the paid-in surplus expended for land, building, supplies, fixtures, equipment, and organization, are on hand.

(4) An association shall issue such capital stock as necessary to satisfy the minimum capital requirements of this section and may issue such additional capital stock as may be approved for issuance by its board of directors up to the amount authorized in its certificate of authority. Any capital stock of an association, when issued, shall constitute permanent, nonwithdrawable capital which need not be repaid, repurchased, or retired by an association except upon liquidation thereof, after full satisfaction of all liabilities, including the withdrawal value of all savings accounts, and after outstanding capital certificates have been retired. An association may issue shares of common stock and preferred stock, with or without par value, and this common and preferred stock may be divided into classes and the classes into series. No association shall repurchase or retire any part of its capital stock or reduce the par or stated value of its outstanding capital stock if the repurchase, retirement, or reduction will cause the par or stated value of outstanding capital stock or the value of paid-in surplus to be less than the minimum amounts required by this chapter or will result in less than adequate net worth as the commissioner may determine. Subject to the limitations of the preceding sentence, an association may purchase its capital stock from a stockholder and from the personal representative of a deceased stockholder, and may contract with a living stockholder for stock purchase upon the stockholder's death. Any such purchase shall be for such price, and upon such terms and conditions as may be agreed upon by the association and the stockholder or personal representatives. An association agreeing with a stockholder to purchase that stockholder's capital stock upon his death, may purchase insurance upon the life of the stockholder to fund or partially fund the purchase. Any stock purchased from a decedent's personal representative may be resold by the association at such price, and upon such terms and conditions as the board of directors of the association shall approve, or may be retired.

(5) Within 90 days after the corporate existence of an association begins, the directors of the association shall hold an organization meeting and shall adopt bylaws and elect officers under the provisions of this chapter. At the organization meeting the directors shall take such other action as is appropriate in connection with beginning the transaction of business by the association. The commissioner may extend by order the time within which the organization meeting shall be held.
    1994

7-7-6 Name requirements - Establishment or changing location of offices.

(1) (a) The name of every association shall include the words "savings association" or "savings and loan," or "savings bank." The name of an association may be changed from time to time but may not be the same as, or deceptively similar to, the name of an existing association or federal association doing business in this state or a bank or national bank; and is subject to the other requirements for corporate names in Section 16-10a-401 . This prohibition applies only to a domestic association formed after June 30, 1981, and an out-of-state association issued a certificate of authority after June 30, 1981.

(b) Without the prior approval of the commissioner, no association may change its name from that fixed in its certificate of authority.

(2) (a) Without the prior approval of the commissioner, as provided in this chapter, no association may establish or maintain any office other than its home office, which shall be in the location specified in the certificate of authority.

(b) No office of an association may be moved from its immediate vicinity, nor may the location of the home office of an association be changed unless approved by the commissioner, after notice to any other association that may be adversely effected by the change, and after an opportunity for a hearing.
    1995

7-7-7 Conversion of associations.

(1) Any state or federal mutual association and any federal capital stock association may convert to a state capital stock association, and any state or federal capital stock association and any federal mutual association may convert to a state mutual association upon an equitable basis subject to the laws and rules governing the converting association, the approval of the commissioner, the approval of the members or stockholders of the converting association, and any rules adopted by the commissioner under this subsection.

(a) Upon receipt of the approval of a proposed conversion from the commissioner, a converting association may, under the supervision of the supervisor, carry out the plan of conversion. A record of all acts and proceedings taken by the board of directors of the converting association in carrying out the proposed conversion shall be filed with the supervisor.

(b) Upon the issuance to an applicant of a certificate of conversion, the corporate existence of the converting applicant shall not terminate, but the applicant shall be a continuation of the entity so converted. All property of the converting applicant, including its rights, titles, and interests in and to all property of whatever kind, whether real, personal, or mixed, things in action, and every right, privilege, interest and asset of any conceivable value or benefit then existing, or pertaining to it, or which would inure to it, immediately, by operation of law and without any conveyance or transfer and without any further act or deed, shall vest in and remain the property of the converted applicant, and the same shall have, hold, and enjoy that property in its own right as fully and to the same extent as that property was possessed, held, and enjoyed by the converting applicant before the conversion, and the converted applicant, upon issuance of the certificate of the conversion, shall continue to have and succeed to all the rights, obligations, and relations of the converting applicant. Pending actions and other judicial proceedings to which the converting applicant is a party shall not be abated or discontinued by reason of the conversion, but may be prosecuted to final judgment, order, or decree in the same manner as if conversion had not occurred, and the converted applicant may continue the actions in its new corporate name. Any judgment, order, or decree may be rendered for or against it which might have been rendered for or against the converting applicant involved before the conversion in the proceedings.

(c) A conversion carried out under this Subsection (1) is effective on the date that all provisions of this chapter and the rules adopted under it have been complied with and a certificate of conversion has been issued by the commissioner.

(d) In adopting rules or issuing orders in connection with the conversion of an association, the commissioner shall ensure that:

(i) accurate and adequate disclosure of the terms and effects of plans of conversion are provided to purchasers of capital stock in resulting associations, including account holders of converting mutual associations;

(ii) adjustments are made in plans of conversion to be effected by way of merger or holding company acquisition necessary or appropriate to accomplish the purposes of this section;

(iii) plans of conversion and proxy statements, offering circulars and related instruments and actions implementing those plans are subject to review and approval by the appropriate supervisory authorities;

(iv) the capital stock issued as a part of conversion is fairly and independently valued and priced;

(v) the capital stock is allocated and distributed fairly and without employment of manipulative or deceptive devices;

(vi) appropriate provision is made regarding fractional share interest and minimum capital stock purchase requirements; and

(vii) plans of conversion are adopted and implemented in such form and manner that stability and continuity of management are encouraged and that the stability, safety, and soundness of associations and other financial institutions are not impaired. In no event shall any rule or order issued by the commissioner regarding the conversion of an association make it more difficult for an association subject to those rules or orders to implement conversion than for an association subject only to federal laws and regulations.

(e) A conversion proposed by a domestic association shall, after approval by the commissioner, be submitted to the members or stockholders at an annual meeting or at a special meeting called to consider that action. The conversion must have the approval of a majority of the total votes eligible to be cast by members or stockholders at the meeting. Notice shall be given of any meeting at which a conversion is to be considered. The notice shall expressly state that a proposed conversion will be submitted for approval or disapproval, include a full and accurate description of the plan of conversion and all other matters to be brought before the meeting, state that a proxy for the meeting given previously is revocable, and state the time, date, and place of the meeting. The notice shall be mailed at least 20 days prior to the date of the meeting to each voting member or stockholder of the converting association addressed to his address shown on the records of the association and to the supervisor or commissioner.

(f) If the commissioner finds that a conversion proceeding has been completed in accordance with the requirements of this section and any other applicable law and rules, he shall issue to the applicant a certificate of conversion, attaching as a part of the certificate a copy of the charter, articles of incorporation, articles of association, or similar instrument. The commissioner shall also cause the same to be filed with the Division of Corporations and Commercial Code.

(2) Any state mutual or state capital stock association eligible under federal law or regulations to become a federal association may convert to a federal association by following the procedure outlined in this Subsection (2).

(a) At any regular meeting or at any special meeting of the members or stockholders of the association called to consider the action and held in accordance with the laws governing the association, the members or stockholders by majority vote of those present or voting by proxy may declare by resolution the determination to convert the association into a federal association.

(b) A copy of the minutes of the meeting of the members or shareholders verified by the affidavit of the president or vice president and the secretary of the meeting shall be, within ten days after the meeting, filed with the commissioner. This verified copy of the minutes of the meeting, when so filed, shall be presumptive evidence of the holding of the meeting and of the action there taken by the members or stockholders.

(c) Within a reasonable time and without any unnecessary delay after the adjournment of the meeting of shareholders, the association shall take such action as may be necessary under requirements of the Office of Thrift Supervision or other federal agency to make it a federal association, and within ten days after receipt of the federal charter there shall be filed with the commissioner a copy of the charter or a certificate showing the organization of the association as a federal association, certified by or on behalf of the Office of Thrift Supervision or other federal agency. Upon the filing of these instruments the association shall cease to be a state association and shall thereafter be a federal association.

(d) Upon completion of a conversion to a federal association, the corporate existence of the converting association shall not terminate, but the association shall be a continuation of the entity so converted. All property of the converting association, including its rights, titles, and interests in and to all property of whatever kind, whether real, personal, or mixed, things in action, and every right, privilege, interest, and asset of any conceivable value or benefit then existing, or pertaining to it, or which would inure to it, immediately, by operation of law and without any conveyance or transfer and without any further act or deed, shall vest in and remain the property of the converted association, and the same shall have, hold, and enjoy that property in its own right as fully and to the same extent as that property was possessed, held, and enjoyed by the converting association, and the converted association shall continue to have and succeed to all the rights, obligations, and relations of the converting association. All pending actions and other judicial proceedings to which the converting association is a party shall not be abated or discontinued by reason of the conversion, but may be prosecuted to final judgment, order, or decree in the same manner as if the conversion had not been made, and the converted association may continue the actions in its new corporate name. Any judgment, order, or decree may be rendered for or against it which might have been rendered for or against the converting association before the conversion involved in the proceedings.

(e) Upon the completion of a conversion to a federal association, the converted association shall cease to be supervised by the commissioner or by this state except as a federal association.
    1994

7-7-8 Reorganization, merger or consolidation of association.

Under a plan adopted by the board of directors and approved by the commissioner, an association may reorganize or merge or consolidate with any other corporation or financial institution. The corporate continuity of the resulting corporation shall possess the same incidents as that of a converted institution which has converted in accordance with this chapter.
    1984

7-7-9 Dissolution of association.

(1) An association may, at any special meeting of the members or stockholders called to consider such action, terminate its existence in accordance with the provisions of this section upon a vote of not less than a two-thirds majority of the total number of votes of members or stockholders eligible to be cast.

(2) Upon the vote required under Subsection (1), a certificate of dissolution, which shall state the vote cast in favor of dissolution, shall be signed by two officers of the association and acknowledged before an officer competent to take acknowledgments of deeds. The certificate shall be filed with the commissioner. He shall examine the association and, if he finds that it is not in an impaired condition, shall note upon the certificate of dissolution that it is not in an impaired condition and that he approved the dissolution. The commissioner shall place a copy of the certificate in the permanent files of his office, file a copy with the Division of Corporations and Commercial Code, and return a copy to the parties filing the same.

(3) Upon this approval, the association shall be dissolved and shall cease to carry on business; nevertheless, shall continue as a corporate entity for the sole purpose of paying, satisfying, and discharging existing liabilities and obligations, collecting and distributing assets, and doing all other acts required to adjust, wind up, and dissolve its business and affairs.

(4) The directors in office at the time of the vote of dissolution shall act as trustees for liquidation as provided in this section. They shall proceed as quickly as practicable to wind up the affairs of the association. For that purpose they shall exercise all the powers of the dissolved association and, without prejudice to the generality of their authority, may fill vacancies, elect officers, carry out the contracts, make new contracts, borrow money, mortgage or pledge the property, sell its assets at public or private sale, or compromise claims in favor of or against the association. They may also apply assets to the discharge of liabilities, distribute any remaining assets either in cash or in kind among savings account members of a mutual association or stockholders of a capital stock association according to their respective pro rata interests after paying or adequately providing for the payment of other liabilities, and perform all acts necessary or expedient to the winding up of the association. All deeds or other instruments shall be in the name of the association and executed by the president or a vice president and the secretary or an assistant secretary. The board of directors shall also have power to exchange or otherwise dispose of or to put in trust all, or substantially all, or any part of the assets, upon such terms and conditions and for such consideration, which may be money, stock, bonds, shares, or accounts of any insured association, or of any federal association, or other instruments for the payment of money, or other property, or other considerations, as the board of directors considers reasonable or expedient. The directors may distribute the consideration or the proceeds thereof, or trust receipts, or certificates of beneficial interest among the savings account members or savings account holders in proportion to their pro rata interests therein. In the absence of fraud, any determination of value made by the board of directors for any such purposes shall be conclusive.

(5) The association, during the liquidation of the assets of the association by the board of directors, shall continue to be subject to the supervision of the commissioner and supervisor, and the board of directors shall report the progress of the liquidation to the commissioner or supervisor periodically as they may require. Upon completion of liquidation, the board of directors shall file with the commissioner a final report and accounting of the liquidation. The approval of the report by the commissioner shall operate as a complete and final discharge of the board of directors and each member or stockholder thereof in connection with the liquidation of the association. No such dissolution or any action of the board of directors in connection therewith shall impair any contract right between the association and any borrower or other person or persons or the vested rights of any member or savings account holder of the association.
    1984

7-7-10 Meetings of mutual association members - Voting - Notice.

(1) (a) An annual meeting of the members of each mutual association shall be held at the time and place fixed in the bylaws of the association.

(b) Special meetings may be called as provided in the bylaws.

(2) (a) The members entitled to vote at any meeting of the members shall be those who are members of record at the end of the calendar month next preceding the date of the meeting of members, except those who have ceased to be members.

(b) The number of votes that a member is entitled to cast shall be determined in accordance with the books on the date determinative of entitlement to vote.

(3) In the determination of all questions requiring action by the members, each member shall be entitled to cast:

(a) one vote; and

(b) any additional vote that the member may cast under the bylaws of the association.

(4) (a) (i) Subject to Subsection (4)(a)(ii), at any meeting of the members, voting may be:

(A) in person; or

(B) by proxy.

(ii) Notwithstanding Subsection (4)(a)(i), a proxy is not eligible to be voted at any meeting unless the proxy has been filed with the secretary of the association, for verification, at least five days before the date of the meeting.

(b) Every proxy shall:

(i) be in writing;

(ii) be signed by the member or the member's duly authorized attorney in fact; and

(iii) continue in force from year to year:

(A) when filed with the secretary;

(B) if so specified in the proxy; and

(C) until:

(I) revoked by a writing duly delivered to the secretary; or

(II) superseded by subsequent proxies.

(5) (a) At an annual meeting or at any special meeting of the members, any number of members present in person or by proxy eligible to be voted constitutes a quorum.

(b) A majority of all votes cast at any meeting of members shall determine any question unless this chapter specifically provides otherwise.

(6) (a) No notice of annual meetings of members need be given to members.

(b) Subject to Subsection (6)(c), notice of each special meeting of members shall:

(i) state:

(A) the purpose for which the meeting is called;

(B) the place of the meeting; and

(C) the time when the meeting shall convene; and

(ii) (A) be published:

(I) once a week for two consecutive calendar weeks (in each instance, on any day of the week) before the date on which the special meeting shall convene; and

(II) in a newspaper of general circulation in the county in which the home office of the association is located; and

(B) be posted in a conspicuous place in all offices of the association during the 30 days immediately preceding the date on which the special meeting convenes.

(c) No notice need be given of a meeting if all the members entitled to vote, vote in favor of an action at the meeting of the members.
    2003

7-7-11 Meetings of stock association stockholders - Voting - Notice.

(1) An annual meeting of the stockholders of each capital stock association shall be held at the time and place fixed in the bylaws of the association. Special meetings may be called as provided in the bylaws.

(2) The stockholders entitled to vote at any meeting of the stockholders shall be those who are stockholders of record on a date fixed in advance by the board of directors. The record date shall be not more than 60 days and not less than 20 days before the date of the meeting. If the board of directors fails to fix the date by the 20th day preceding the meeting, the record date shall be the 20th day preceding the meeting. When a determination of stockholders entitled to vote at any meeting has been made as provided in this section, the determination shall apply to any adjournment of the meeting.

(3) In the determination of all questions requiring action by the stockholders, each stockholder shall be entitled to cast one vote for each share of voting stock recorded in his name on the books of the association on the record date fixed as provided in this section. The articles of incorporation or bylaws of an association may, but need not, provide that at each election for directors every stockholder entitled to vote at the election has the right to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote or to cumulate his votes by giving one candidate as many votes as the number of the directors to be elected multiplied by the number of his shares shall equal, or by distributing the votes on the same principle among any number of candidates.

(4) At any meeting of the stockholders and members, voting may be in person or by proxy, but no proxy shall be eligible to be voted at any meeting unless the proxy shall have been filed with the secretary of the association, for verification, at least five days before the date of the meeting. Every proxy shall be in writing and signed by the stockholder or member or his duly authorized attorney-in-fact and, when filed with the secretary, shall, if so specified in the proxy, continue in force from year to year until revoked by a writing duly delivered to the secretary or until superseded by subsequent proxies.

(5) At an annual meeting or at any special meeting of the stockholders, a majority of the outstanding shares of the association entitled to vote, represented in person or by proxy, constitutes a quorum. A majority of all votes cast at any meeting of stockholders shall determine any question unless this chapter specifically provides otherwise.

(6) A capital stock association may by its articles of incorporation or bylaws grant membership rights to one or more classes of persons who are either borrowers from or have savings accounts with the association. Each such member may, but need not, be given the right to vote as a member and, if given that right, shall enjoy the same voting rights as a holder of one share of capital stock.

(7) No notice of annual meetings of stockholders need be given. Notice of each special meeting of stockholders shall state the purposes for which the meeting is called, the place of meeting, and the time when it shall convene, and shall be delivered not less than ten nor more than 50 days before the date of the meeting, either personally or by mail, to each stockholder of record entitled to vote at such meeting; provided, however, that if all the stockholders entitled to vote, vote in favor of an action at any meeting of the stockholders, no notice need be given. If mailed, notice is considered to be delivered when deposited in the United States mail addressed to the stockholder at his address as it appears on the stock transfer books of the association, with postage on the notice prepaid.
    1985

7-7-12 Inspection of books and records - Confidentiality - Communication between members or stockholders.

(1) Every member, stockholder, or borrower of an association shall have the right to inspect, upon paying any costs of retrieval or reproduction and upon reasonable notice and during regular business hours:

(a) the books and records of the association which do not contain any confidential information relating to a loan, savings account, or voting rights of another member, stockholder, or borrower; and

(b) such books and records of the association as pertain to his own loan, savings account, or the determination of his voting rights. Otherwise, the right of inspection and examination of the books, accounts, and records shall be limited to:

(i) the commissioner and supervisor, or their duly authorized representatives;

(ii) persons authorized to act for the association;

(iii) any federal or state instrumentality or agency authorized to inspect or examine the books and records of an insured association;

(iv) the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, or their successor agencies; and

(v) any person acting under authority of a court of competent jurisdiction.

(2) Except as otherwise stated in this section, the books and records pertaining to the accounts, loans, and voting rights of savers, borrowers, members, and stockholders shall be kept confidential by the association, its directors, officers, and employees, and by the commissioner, the supervisor, and their examiners and representatives, unless disclosure is expressly or impliedly authorized by the saver, borrower, member, or stockholder.

(3) Each member or stockholder of an association has the right to communicate with other members or stockholders of the same association with reference to any question pending or to be presented for consideration at a meeting of the members or stockholders. A member or stockholder, in order to communicate with other members or stockholders, shall submit to the association a request, subscribed by him, which includes:

(a) his full name and address;

(b) the nature and extent of his interest in the association at the time his application for communication is made;

(c) a statement of the reasons for and purposes of the communication and that the communication is not for any reason other than the business welfare of the association;

(d) a copy of the communication; and

(e) if the communication concerns a question to be raised at a meeting of the members or stockholders of the association, the date of the meeting at which the matter will be presented.

(4) Within ten days after receipt of the request referred to in Subsection (3) the association shall notify the requesting member or stockholder of:

(a) the approximate number of the members or stockholders and the estimated amount of the reasonable costs and expenses of mailing the communication; or

(b) its determination to refuse the request and the specific reasons for its refusal, including its determination whether or not the request has been made for a proper purpose.

Unless the association has refused the request, it shall, within seven days after receipt of the sum specified by it under this subsection and sufficient copies of the communication, mail the communication to all its members or stockholders.

(5) If a request referred to in Subsection (3) is refused by an association, the requesting member or stockholder may submit his request and the refusal thereof to the supervisor for review. The supervisor may issue an order denying the request or, if he finds the request is not for any reason other than the business welfare of the association and is in all other respects proper, granting the request and directing the association to mail the communication to all its members or stockholders in accordance with the provisions of Subsection (4).

(6) Insofar as the provisions of this section are not inconsistent with federal law, such provisions shall apply to federal associations whose home offices are located in this state, and to the members or stockholders thereof except that any review of a refusal by an association under Subsection (4) shall be tendered to the Office of Thrift Supervision or successor federal agency in the case of a federal association.
    1994

7-7-13 Board of directors - Number - Election - Qualifications - Disqualification - Terms - Vacancies - Removal.

(1) The business of the association shall be directed by a board of directors of not less than five nor more than 15 individuals, who are at least 21 years of age, elected by the members or stockholders by a plurality of the votes of the members or stockholders present or voting by proxy, at a duly called meeting of members or stockholders. Directors are not required to be residents of this state or members or stockholders of the association unless its articles of incorporation or bylaws require it.

(2) Except with the written consent of the commissioner, no person who is a bankrupt or who has been convicted of a criminal offense involving dishonesty or a breach of trust, shall be eligible for election or shall serve as a director or officer of an association. A director shall automatically cease to be a director when he is adjudicated a bankrupt or is convicted of a criminal offense as herein provided, but no action of the board of directors shall be invalidated through the participation of the director in the action.

(3) The authorized number of directors determined by the members or stockholders or specified in the articles of incorporation or bylaws within the limits specified in this section may subsequently be increased or decreased only by vote of the members or stockholders.

(4) In lieu of electing the whole number of directors at one time, the articles of incorporation or bylaws of an association may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible. If divided into classes, the terms of office of directors of the first class shall expire at the next annual meeting of members or stockholders; those of the second class shall expire at the second annual meeting, and those of the third class, if any, shall expire at the third annual meeting after the election from which the terms began. At each annual meeting after the classification, the number of directors equal to the number of directors whose terms expire at the time of the meeting shall be elected to hold office until the second succeeding annual meeting if there be two classes, or until the third succeeding annual meeting if there be three classes.

(5) Any vacancy among directors, not filled by the members or stockholders, may be filled by a majority vote of the remaining directors, though less than a quorum, by electing a director to serve until the next annual meeting of the members or stockholders, at which time a director shall be elected to fill the vacancy. In the event of a vacancy on the board of directors from any cause, the remaining directors shall have full power and authority to continue direction of the association until the vacancy is filled.

(6) The term of office of each director shall extend for such time as may be specified in the articles of incorporation or bylaws of the association or as may be specified at the election of such director, unless the directors are classified under Subsection (4) above.

(7) At a meeting called expressly for that purpose, one or more directors or the entire board of directors may be removed with or without cause, by a vote of the majority of the total votes eligible to be cast by members or stockholders at the meeting. In the case of an association having cumulative voting, if less than the entire board is to be removed, no one of the directors may be removed if sufficient votes are cast against his removal which, if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part, would be sufficient to elect him.
    1983

7-7-14 Bonding of directors, officers, employees and collection agents.

Each director, officer, and employee of an association shall, before entering upon the performance of any duty, execute an individual bond with adequate corporate surety payable to the association as an indemnity for any loss the association may sustain of money or other property by or through any fraud, dishonesty, forgery or alteration, larceny, theft, embezzlement, robbery, burglary, hold-up, wrongful or unlawful abstraction, misapplication, misplacement, destruction or misappropriation, or any other dishonest or criminal act or omission by the director, officer, employee, or agent. An association which employs collection agents, who for any reason are not covered by a bond as hereinabove required, shall provide for the bonding of each such agent in an amount equal to at least twice the average monthly collection of the agent. No bond coverage will be required of any agent which is a financial institution insured by the Federal Deposit Insurance Corporation or other federal deposit insurance agency. In lieu of individual bonds, a blanket bond, protecting the association from loss through any such act or acts on the part of any such director, officer, or employee, may be obtained. A true copy of every such indemnity bond shall be on file at all times with the supervisor. Each bond shall provide that a cancellation of the bond either by the surety or by the insured shall not become effective unless and until 10 days notice in writing first has been given to the supervisor, unless he has approved the cancellation earlier.
    1994

7-7-15 Fiduciary relationship of directors and officers to association - Disclosure requirements - Prohibitions - Violations as misdemeanors.

(1) (a) Directors and officers occupy fiduciary relationships to the association of which they are directors or officers. No director or officer may engage or participate, directly or indirectly, in any business or transaction conducted on behalf of or involving the association, which would result in a conflict of his own personal interests with those of the association which he serves, unless:

(i) the business or transactions are conducted in good faith and are honest, fair, and reasonable to the association;

(ii) a full disclosure of the business or transactions and the nature of the director's or officer's interest is made to the board of directors;

(iii) the business or transactions are approved in good faith by the board of directors, any interested director abstaining; and

(iv) the business or transactions do not represent a breach of the officer's or director's fiduciary duty and are not fraudulent, illegal, or ultra vires.

(b) Without limitation by any of the specific provisions of this section, the supervisor may require the disclosure by directors, officers and employees of their personal interest, direct or indirect, in any business or transaction on behalf of or involving the association and of their control of or active participation in enterprises having activities related to the business of the association.

(2) The following express restrictions governing the conduct of directors and officers of associations shall apply, but shall not be construed in any manner as excusing those persons from the observance of any other aspect of the general fiduciary duty owed by them to the association which they serve:

(a) No officer or director of an association may, without the prior written approval of the commissioner, serve as a director or officer of another savings institution, the principal office of which is located in the same community as an office of the association, unless he served as director or officer of both institutions before the effective date of this act.

(b) A director may not receive remuneration as a director, except reasonable fees for service as a director or for service as a member of a committee of directors. This subsection does not prohibit or in any way limit any right of a director who is also an officer, employee, or attorney for the association to receive compensation for service as an officer, employee, or attorney.

(c) No director or officer may have any interest, directly or indirectly, in the proceeds of a loan or investment or of a purchase or sale made by the association, unless the loan, investment, purchase, or sale is authorized expressly by resolution of the board of directors, and unless the resolution is approved by vote of at least two-thirds of the directors authorized of the association, any interested director taking no part in the vote.

(d) No director or officer may have any interest, direct or indirect, in the purchase at less than its face value of any evidence of a savings account, deposit or other indebtedness issued by the association.

(e) An association or a director, officer, or employee of an association may not require, as a condition to the granting of any loan or the extension of any other service by the association, that the borrower or any other person undertake a contract of insurance or any other agreement or understanding with respect to the furnishing of any other goods or services, with any specific company, agency, or individual.

(f) No officer or director acting as proxy for a member or stockholder of an association may exercise, transfer, or delegate the proxy vote or votes in consideration of a private benefit or advantage, direct or indirect, accruing to himself, nor may he surrender control or pass his office to any other for any consideration of a private benefit or advantage, direct or indirect. The voting rights of members and directors may not be the subject of sale, barter, exchange, or similar transaction, either directly or indirectly. Any officer or director who violates this subsection shall be held accountable to the association for any increment.

(g) No director or officer may solicit, accept, or agree to accept, directly or indirectly, from any person other than the association any gratuity, compensation or other personal benefit for any action taken by the association or for endeavoring to procure any such action.

(h) Any person violating any of the specific prohibitions set forth in Subsections (a) through (g) is guilty of a class C misdemeanor.
    1989

7-7-16 Depositories used by associations.

No association shall deposit any of its funds except with a depository approved by a vote of the directors of the association, any director who is an officer, partner, director, or trustee of the depository so designated taking no part in the vote.
    1981

7-7-17 Indemnification of directors, officers and employees.

A person who is made a party in or threatened by any action, suit or proceeding, judicial or administrative, civil or criminal, by reason of his or her being or having been a director, officer or employee of an association shall be indemnified or reimbursed by the association for reasonable expenses, including but not limited to attorney's fees, actually incurred by him or her in connection with that action, suit or proceeding, instituted or threatened, except that no person need be so indemnified or reimbursed, and a person may be required to return any advancement or allowance for indemnification which may have been made by the association in advance of final disposition, in relation to such an action, suit or proceeding in which and to the extent that he finally is adjudicated to have been guilty of a breach of good faith, to have been negligent in the performance of his duties or to have committed an action or failed to perform a duty for which there is a common law or a statutory liability; though a person may be indemnified or reimbursed for: (1) amounts paid in compromise or settlement of any action, suit or proceeding, including reasonable expenses incurred in connection therewith, or (2) reasonable expenses including fines and penalties, incurred in connection with a criminal or civil action, suit or proceeding in which the person has been adjudicated guilty, negligent or liable, if it is determined by the board of directors that the person was acting in good faith and in what he believed to be the best interests of the association and without knowledge that the action was illegal, and if the indemnification or reimbursement is approved at an annual or special meeting of the members or stockholders by a majority of the votes eligible to be cast. Amounts paid to the association, whether pursuant to judgment or settlement, by any person within the meaning of this section shall not be indemnified or reimbursed in any case.
    1981

7-7-18 Operating or management contract terms.

No association shall make any operating or management contract with any person or persons extending for more than 10 years, except with the approval of the supervisor.
    1981

7-7-19 Record and accounting requirements - Valuation of assets.

(1) Every association shall keep at the home office correct and complete books of accounts, membership or stockholder records, and minutes of the proceedings of members, stockholders, and directors. Complete records of all business transacted at the home office shall be maintained at the home office. Control records of all business transacted at each branch office or agency shall be maintained at the home office.

(2) Each branch office shall keep detailed records of all transactions at that branch office and shall furnish full control records to the home office.

(3) Each agent of an association shall prepare an original record of each business transaction of the association conducted by the agent and shall report promptly to the home office. Complete detailed permanent records of the transactions are not required to be maintained at the agency, but may be maintained at a branch or home office of the association.

(4) Every association shall close its books at the close of business at least annually or more often if required for all associations by the commissioner.

(5) No association by any system of accounting or any device of bookkeeping shall, either directly or indirectly, enter any of its assets upon its books in the name of any other person, partnership, association, or corporation or under any title or designation that is not fairly descriptive of the assets.

(6) The commissioner, after a determination of value made in accordance with this chapter, may order that assets, individually or in the aggregate, to the extent that the assets are overvalued on an association's books, be charged off, or that a special reserve or reserves equal to the overvaluation be set up by transfers from undivided profits or reserves.

(7) An association shall not carry any real estate on its books at a sum in excess of the total amount invested by the association on account of that real estate, including advances, costs, and improvements but excluding accrued but uncollected interest.

(8) Every association shall have appraised each parcel of real estate acquired at the time of acquisition. The report of each such appraisal shall be submitted in writing to the board of directors and shall be kept in the records of the association.

(9) Every association shall maintain complete loan and investment records in a manner satisfactory to the commissioner. Each record of a real estate loan or other secured loan or investment shall contain documentation to the satisfaction of the commissioner of the type, adequacy and complexion of the security.

(10) Every mutual association shall maintain membership records, which shall show the name and address of the members, the status of each member as a savings account holder, or an obligor, or a savings account holder and obligor, and the date membership began. In the case of a member holding a savings account, the association shall obtain a savings account contract, which may be a signature card, containing the signature of each holder of the account or his duly authorized representative, and shall preserve the contract in the records of the association.

(11) Every capital stock association shall maintain a register of investors and stock transfers which shows the name and address of the stockholder, the type of stock and voting status of the stockholder, and the date each share of stock was acquired.

(12) Every association shall use such forms and keep such records, including without limitation, those of its members or stockholders, as the commissioner may from time to time require.
    1994

7-7-20 Reserve and net worth requirements.

Each association shall establish and maintain reserve and net worth accounts prescribed by the commissioner by rule. Reserve and net worth requirements thus established may not exceed those required by the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, or their successor federal agencies.
    1994

7-7-21 Powers of associations.

(1) Every association incorporated or operating under the provisions of this chapter shall have all the powers enumerated, authorized, and permitted by this chapter and such other rights, privileges, and powers as may be incidental to or reasonably necessary or appropriate for the accomplishment of the objects and purposes of the association.

(2) Among others, and except as otherwise limited by the provisions of this chapter, every association shall have the following powers:

(a) to have perpetual existence, to adopt and use a corporate seal, which may be affixed by imprint, facsimile, or otherwise; and to adopt and amend bylaws as provided in this chapter;

(b) to sue, be sued, complain, and defend in any court;

(c) (i) to acquire, hold, sell, dispose of, and convey real and personal estate consistent with the association's objects and powers;

(ii) to mortgage, pledge, or lease any real or personal estate; and

(iii) to take property by gift, devise, or bequest;

(d) if and when an association is not a member of a federal home loan bank, to borrow from sources, individual or corporate, in addition to its savings liability and other accounts, not more than an aggregate amount equal to 25% of its assets on the date of borrowing. If and when an association is a member of a federal home loan bank, to borrow from sources, individual or corporate, in addition to its savings liability and other accounts, not more than an aggregate amount equal to 60% of its assets on the date of borrowing or a greater amount approved by the commissioner to insure parity between state chartered savings and loan associations and federal associations. It is not a violation of this section if the borrowing limits are exceeded because of a subsequent reduction in assets of an association. Any association may borrow such additional sums as the commissioner may approve in writing. All such loans and advances may be secured by property of the association, may be made with convertible features, and may be evidenced by such notes, bonds, debentures, commercial paper, bankers' acceptances, or other obligations or securities (except capital stock and capital certificates) as may be generally authorized by the commissioner, except that no authorization shall be required for securities guaranteed under Section 306(g) of the National Housing Act of 1934;

(e) to issue and sell, directly or through underwriters, capital certificates containing a stated maturity date which represent nonwithdrawable capital contributions, and constitute part of the reserves and net worth of the association. These certificates shall have no voting rights, shall be subordinate to all savings accounts, debt obligations, and claims of creditors of the association and shall constitute a claim in liquidation against any reserves, surplus, and other net worth accounts remaining after the payment in full of all savings accounts, debt obligations, and claims of creditors. The capital certificates shall be entitled to the payment of earnings prior to the allocation of any income to surplus or other net worth accounts of the association and may be issued with a fixed rate of earnings or with a prior claim to distribution of a specified percentage of any net income remaining after required allocations to reserves, or a combination thereof. Losses shall be charged against capital certificates only after reserves, surplus, and other net worth accounts have been exhausted;

(f) (i) to appoint and remove such officers, agents, and employees as its business shall require and to provide them suitable compensation;

(ii) to enter into employment contracts not to exceed ten years without the consent of the supervisor;

(iii) to provide for life, health, and casualty insurance for officers and employees;

(iv) to adopt and operate reasonable bonus and incentive plans and retirement benefits for those officers and employees; and

(v) to provide for indemnification of its officers, employees, and directors as required or permitted in this chapter, whether by insurance or otherwise;

(g) to obtain and maintain insurance of its deposits by the Federal Deposit Insurance Corporation or other federal deposit insurance agency;

(h) to qualify as and become a member of any federal home loan bank;

(i) (i) to act as fiscal agent of the United States, and, when so designated by the Secretary of the Treasury, to perform, under such regulations as the Secretary of the Treasury may prescribe, all such reasonable duties as fiscal agent of the United States as the Secretary of the Treasury may require; and

(ii) to act as agent for any instrumentality of the United States; and when so designated by the state treasurer or other appropriate state officer, to act as agent of that state or any instrumentality of that state;

(j) to become a member of, deal with, maintain reserves or deposits with, or make reasonable payments or contributions to any organization or instrumentality, government or private, to the extent that the organization or instrumentality assists in furthering or facilitating the association's purposes, powers, services, or community responsibilities, and to comply with any reasonable requirements or conditions of eligibility;

(k) to act as depository for receipt of payments of federal or state taxes and loan funds, and satisfy any federal or state statutory or regulatory requirements in connection therewith, including:

(i) pledging of assets as collateral;

(ii) payment of earnings at prescribed rates; and

(iii) notwithstanding any other provision of this chapter, issuing the account subject to rights of immediate withdrawal;

(l) to sell or assign any loan, including any participating interest therein, at any time;

(m) to service loans and investments for others;

(n) to act and receive compensation as trustee of any trust created or organized in the United States and forming a part of a stock bonus, pension, or profit-sharing plan which qualifies or qualified for specific tax treatment under Section 401 of the Internal Revenue Code of 1986, and to act as trustee or custodian of an individual retirement account within the meaning of Section 408 of that code. All funds held in fiduciary capacity by any such association under the authority of this subsection may be commingled and consolidated for appropriate purposes of investment, so long as records reflecting each separate beneficial interest are maintained by the fiduciary, unless that responsibility is lawfully assumed by another appropriate party;

(o) to act as assignee, agent, receiver, trustee, executor, administrator, conservator, guardian, custodian, personal representative, or in any other fiduciary capacity, and to execute trusts of every description not inconsistent with law, and to receive reasonable compensation therefor. An association exercising trust or other fiduciary powers under this subsection shall have all powers, privileges, and immunities granted in Chapter 5. Funds held by an association as fiduciary under this subsection may be commingled and consolidated for appropriate purposes of investment, provided that records reflecting the separate interest of each beneficiary shall be maintained by the fiduciary, unless that responsibility is lawfully assumed by another appropriate party. Trust funds available for investment shall be invested at the time and in the manner specified by the agreement, instrument, or order creating or defining the fiduciary estate, but may be invested in savings accounts of the associations, unless the instrument, agreement, or order prohibits such investment;

(p) subject to Chapter 16a, Automated Teller Machine Act, to engage in financial transactions effected by electronic means;

(q) to maintain and let safes, boxes, or other receptacles or premises for the safekeeping of personal property upon such terms and conditions as may be agreed upon;

(r) to offer money orders, travel checks, and similar instruments for its own account or as agent for any organization empowered to sell such instruments through agents within this state;

(s) to act as agent or escrowee for others;

(t) to declare and pay dividends on capital stock in cash or property out of the unreserved and unrestricted earned surplus of the association, or in its own shares, from time to time, except when there is a deficiency in the reserves or net worth of the association under rules issued by the commissioner under Section 7-7-20 , and except when the association is in an impaired condition or when the payment thereof would cause the association to be in an impaired condition. A split-up or division of the issued shares of capital stock into a greater number of shares without increasing the stated capital of the association is authorized, and shall not be construed to be a dividend within the meaning of this section;

(u) to acquire deposits from any individual or entity and pay earnings thereon, to offer interest bearing or noninterest bearing accounts from which withdrawals may be made by negotiable or transferable instruments for the purpose of making transfers to third parties, and to lend, and commit to lend, extend credit, and invest its funds as provided for in this chapter; and

(v) to engage in other activities, exercise other powers and to enjoy other rights, privileges, benefits, and immunities authorized by rules of the commissioner and, particularly, under the authority given to the commissioner in Subsection 7-1-301 (3), which authority shall be exercised to prevent competitive disparities between associations chartered in this state and federal associations.
    1997

7-7-22 Savings accounts - Liabilities - Opening - Relationship between association and account holder - Earnings - Preferences - Types of accounts.

The savings liability of an association is not limited, but shall consist only of the aggregate amount of its savings accounts, plus earnings credited to those accounts, less redemption and withdrawal payments. Except as limited by the board of directors from time to time, an account holder may make additions to his savings accounts in such amounts and at such times as he may elect. Savings accounts may be opened for cash or property in which the association is authorized to invest, and, in the absence of fraud in a transaction, the value of the property taken in payment therefor as determined by the board of directors shall be conclusive. The relationship between an association and its account holders is that of debtor and creditor. Except as may be provided in the rules of the commissioner governing conversions to capital stock associations, no member of a mutual association shall be responsible for any losses which its savings liability is not sufficient to satisfy, and no savings account shall be subject to assessment, nor shall the holder thereof be liable for any unpaid installments on his account. Earnings on savings accounts shall be fixed or otherwise declared in accordance with the provisions of this chapter. Except as provided in Section 7-7-24 , no association shall prefer one of its savings accounts in an account classification over any other savings account in the same classification as to the right to participate in earnings. No preference between savings account members in a mutual association shall be created with respect to the distribution of assets upon voluntary or involuntary liquidation, dissolution, or winding up of such association. An association may issue, sell, negotiate, and advertise for issuance or sale, any type of savings account not prohibited by or inconsistent with the provisions of this chapter or other applicable law.
    1981

7-7-23 Savings accounts as legal investments and as deposits.

(1) (a) Personal representatives, administrators, executors, custodians, conservators, guardians, trustees, and other fiduciaries of every kind and nature, insurance companies, business and manufacturing companies, banks, trust companies, credit unions, and other similar types of financial organizations, charitable, educational, eleemosynary and public corporations, funds and organizations, may invest funds held by them, without any order of any court, in:

(i) savings accounts of insured associations that are under state supervision; and

(ii) in accounts of federal associations organized under the laws of the United States and under federal supervision.

(b) (i) These investments shall be considered legal investments for these funds.

(ii) With respect to investments by custodians, associations and federal associations are considered "banks" within the meaning of that term as used in Title 75, Chapter 5a, Uniform Transfers to Minors Act.

(2) The savings accounts and other accounts made legal investments by this section:

(a) are acceptable for deposits of securities when deposit of securities is required by Utah law or other legal mandate for any purpose; and

(b) in the amount of the bond, are acceptable for security without other security when security with a bond is required by Utah law or other legal mandate.

(3) The provisions of this section supplement:

(a) any other laws relating to and declaring what are legal investments for the persons, fiduciaries, corporations, and organizations' funds referred to in this section; and

(b) the laws relating to the deposit of securities and the making and filing of bonds for any purpose.
    1992

7-7-24 Earnings on savings accounts.

An association may pay earnings on its savings accounts from sources available for payment of earnings at such rate and for such times as shall be determined by resolution of its board of directors. All savings account holders shall participate equally in earnings pro rata to the withdrawal value of their respective accounts, except that an association may classify its savings accounts according to the character, amount, duration, regularity of additions thereto, or, if the association is operating in more than one state, the state in which the account is located. An association may pay different earnings according to those classifications. An association may agree in advance to pay an additional or different rate of earnings on all savings accounts in the same account classification, and shall regulate those earnings in such manner that each savings account in the same classification shall receive the same ratable portion of the additional earnings. Except for accounts which shall be classified according to a specified contractual time or notice period, earnings shall be declared on the withdrawal value of each savings account at the beginning of the accounting period, plus additions thereto made during the period (less amounts previously withdrawn and noticed for withdrawal, which for earnings purposes shall be deducted from the latest previous additions thereto) computed at the declared rate for the time the funds have been invested, determined as next provided. The date of investment shall be the date of actual receipt by the association of an account or an addition to an account, except that if the board of directors shall so determine, accounts in one or more classifications or additions thereto received by the association on or before a date not later than the 20th day of the month (unless the day determined is not a business day, in which case it shall be the next succeeding business day) shall receive earnings as if invested on the first day of the month in which the payments were received. If the board shall make this determination, it also shall determine that payments received after the determination date shall either (1) receive earnings as if invested on the first day of the next succeeding month or (2) receive earnings from the date of actual receipt by the association. The board of directors, by resolution, may determine that earnings may not be paid on designated savings accounts (1) from which withdrawals may be made on demand or by negotiable and transferable order or authorization, or (2) which have a withdrawal value of a specified amount, or (3) which are intended to be closed within a specified period less than 24 months from the date on which the savings account is opened, or (4) which are established for the purpose of accumulating funds to pay taxes or insurance premiums, or both, in connection with a loan, to the extent permitted by the provisions of the Interest on Mortgage Loan Reserve Accounts Act, Sections 7-17-1 through 7-17-10 . The directors shall determine by resolution the method of calculating the amount of any earnings on any savings account classification as herein provided, and the time or times when earnings are to be declared, paid, or credited.
    1983

7-7-25 Withdrawal or transfer of savings accounts.

Any savings account holder or his authorized representative may at any time apply for withdrawal or transfer of all or any part of his savings accounts. Such an application may be in the form of orders or authorizations, and may be given electronically or by card, device, or otherwise, and in the case of a designated class or classes of accounts, such an order or authorization may be negotiable, or transferable, or both negotiable and transferable. Every application shall request withdrawal of a specified amount. In circumstances where emergency conditions do not permit an association to pay in full every application for withdrawal as received, the commissioner may authorize a rotation system for payment of withdrawals under rules governing such a system. Subject to the provisions of Subsection 7-7-21 (2)(k), but notwithstanding any other rule or provision of law to the contrary, an association may postpone payment of all or part of the value of any savings account pursuant to a withdrawal application of whatever kind until 14 days following the receipt of the application by the association. This right to postpone payment may not be waived by an association, except by actual payment prior to the expiration of the 14-day period. In the event an association exercises its right to postpone payment under this section with respect to a transaction account item, it shall return the withdrawal application or a copy of it to the person seeking withdrawal with a notice of its election to exercise that right and shall notify the commissioner of the postponement. The return and notification shall be accomplished before the close of business on the day of receipt of the withdrawal application if the item is presented directly or before the association's midnight deadline if presented through a collecting bank. In no event may an association voluntarily or involuntarily delay or postpone the whole or partial payment of the value of any savings account under a written withdrawal application by a savings account holder for a period exceeding 14 days following the receipt of the application without first securing written permission from the Federal Deposit Insurance Corporation or successor federal deposit insurer of the association. The commissioner may prescribe, by rules consistent with federal laws and regulations governing the same subject for federally chartered associations, the maximum penalty that may be applied by an association for premature withdrawal from a savings account, and the conditions under which the penalty may be applied.
    1994

7-7-26 Redemption of savings accounts.

At any time funds are on hand for the purpose, the association may redeem by lot or otherwise, as the board of directors may determine, all or any part of any of its savings accounts on an earnings date by giving 30 days' notice by registered or certified mail addressed to each affected account holder at his last address as recorded on the books of the association. No association shall redeem any of its savings accounts when the association is in an impaired condition or when it has applications for withdrawal which have been on file more than 14 days and have not been paid. The redemption price of savings accounts redeemed shall be the full value of the account redeemed, as determined by the board of directors, but in no event shall the redemption price be less than the withdrawal value. If the notice of redemption has been duly given and if on or before the redemption date the funds necessary for redemption have been set aside so as to be and continue to be available for redemption, earnings upon the accounts called for redemption shall cease to accrue from and after the earnings date specified as the redemption date, and all rights with respect to these accounts shall forthwith, after the redemption date, terminate, excepting only any right of the account holder of record to receive the redemption price without interest. All savings account books or certificates evidencing former savings accounts which have been validly called for redemption must be tendered for payment within seven years from the date of redemption designated in the redemption notice, otherwise they shall be cancelled and the funds set aside for those accounts presumed abandoned, and they shall be disposed of in accordance with the provisions of Title 67, Chapter 4a, Unclaimed Property Act.
    1995

7-7-27 Liquidity prerequisite for loans and investments.

No association shall invest in any security, other than in liquid assets, or in any loan at any time when its liquid assets are less than 4% of its savings liability unless the commissioner has issued written approval.
    1981

7-7-28 Investments by associations.

Associations may invest, without limit, in the following stocks, obligations and instruments, or in participations in them:

(1) obligations of, or obligations which are fully guaranteed as to principal and interest by, the United States or this state or any of its political subdivisions;

(2) stock or obligations of any federal home loan bank or banks;

(3) stock or obligations of any international home loan bank or similar agency which may be incorporated by authority of an act of Congress;

(4) stock or obligations of the Federal Deposit Insurance Corporation or successor federal deposit insurance agency;

(5) stock, obligations, or other instruments of, or issued by, or fully guaranteed as to principal and interest by, the Federal National Mortgage Association, Student Loan Marketing Association, Government National Mortgage Association, Federal Home Loan Mortgage Corporation, or any other agency or instrumentality of the United States, and an association may issue and sell securities which are guaranteed under Subsection 306(g) of the National Housing Act;

(6) mortgages, obligations, or other securities which are or ever have been sold by the Federal Home Loan Mortgage Corporation under Sections 305 or 306 of the Federal Home Loan Mortgage Corporation Act;

(7) obligations of, or guaranteed as to principal and interest by, the Dominion of Canada or any of its provinces if the principal and interest of these obligations are payable in United States funds;

(8) obligations issued or guaranteed by the International Bank for Reconstruction and Development, or by the Inter-American Development Bank;

(9) stock issued by a corporation authorized to be created under Title IX of the Housing and Urban Development Act of 1968 and investments in any partnership, limited partnership, or joint venture formed pursuant to Section 907(a) or 907(c) of that act;

(10) stock or obligations of any state housing corporation;

(11) shares or certificates in any open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, the portfolio of which is restricted by law or agreement to investments in which associations are permitted to invest directly without limitation;

(12) demand, time, or savings deposits, certificates, shares, or accounts, or other obligations of any financial institution the deposits of which are insured by a federal agency or instrumentality;

(13) bankers' acceptances and commercial paper which are eligible for purchase by federal reserve banks;

(14) commercial paper and corporate debt securities rated in the top four ratings of a nationally recognized rating service;

(15) financial futures and options;

(16) share capital and capital reserve of the Inter-American Savings and Loan Bank, but the aggregate investment may not exceed, for any association, 2% of its assets;

(17) stock, obligations, or other securities of any small business investment company formed pursuant to Section 301(d) of the Small Business Investment Act of 1958, for the purpose of aiding members of the Federal Home Loan Bank System, but the aggregate investment may not exceed, for any association, 2% of its assets; and

(18) other investments approved by the commissioner.
    1994

7-7-29 Investment in service organizations, business development credit corporations and service corporations.

An association may invest in capital stock, obligations, or other securities of service organizations, and of business development credit corporations incorporated in this state, provided that the aggregate of those investments shall not exceed 10% of its assets; in capital stock, obligations, or other securities of any service corporation, provided that the aggregate of those investments shall not exceed 10% of its assets. The commissioner may, by regulation, allow investments in excess of those permitted by this section, if he finds that such investments promote the viability and stability of the associations of this state.
    1983

7-7-30 Investment in property used in conduct of business - Investment in manner not prohibited by law.

(1) An association may invest in such real property or interest therein as the directors may deem necessary or convenient for the conduct of the business of the association, which for the purposes of this chapter may include the stock of a wholly owned subsidiary corporation having as its exclusive activity the ownership and management of such property or interests, but the amount so invested shall not exceed 10% of the assets of the association, except that the commissioner may authorize a greater amount to be so invested if he finds that the investments promote the viability and stability of the associations of this state. An association may invest a reasonable amount in property such as furniture, fixtures, and equipment for use in carrying on its own business.

(2) Every association may invest its assets in a manner not expressly prohibited by law if the investments are made in the exercise of the judgment and care under the circumstances then prevailing which men of prudence, discretion, and intelligence exercise in the management of their own affairs not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income as well as the probable safety of their capital. The aggregate of investments held under this subsection and not permitted by any other section of this chapter may not exceed 5% of the assets of the association.
    1983

7-7-31 Investment in real estate for sale or income production - Purchase of real estate securing loan.

An association may invest an amount not exceeding the lesser of (1) the equity capital or (2) 10% of its assets in real estate or in partnership, joint venture, or participation interests in real estate for the purpose of producing income or for inventory and sale or for improvement including the erection of buildings on the real estate, for sale or rental purposes, and may hold, sell, lease, operate, and otherwise exercise the rights of an owner of any such property. Notwithstanding any other provision of this section, an association may purchase, without limitation as a percentage of assets, at any sale, public or private, any real property upon which it has a mortgage, judgment, lien or other claim, and lease, sell, convey, exchange, or mortgage that property or hold it as an investment. The commissioner may, by rule, allow investments in excess of those permitted under this section, if he finds that the investments are necessary to promote the viability and stability of the associations of this state.
    1994

7-7-32 Agreements committing assets to lines of credit - Stock ownership or affiliation with credit card companies.

An association may, subject to Section 7-7-33 , commit its assets to lines of credit under credit agreements and credit card agreements with its credit card holders and with other credit card issuers, and pay and agree to pay obligations incurred in connection with those agreements, and become a member or stockholder of, or become otherwise affiliated with, any credit card corporation, association, or other issuer. The commissioner may, by rule, limit the percentage of assets that may be invested in such lines of credit, but the limitation shall not be more restrictive than that of the Office of Thrift Supervision or successor federal agency for federally chartered associations.
    1994

7-7-33 Investments in loans - Payments to protect real estate loans - Requiring borrower to pay taxes, insurance and other charges on real estate in advance.

(1) An association may invest in or otherwise acquire loans and interests in loans, secured or unsecured, of any type, amount, and for any purpose, including, but not limited to:

(a) loans evidenced by a participation certificate, mortgage-backed bond or note, or mortgage pass-through certificate;

(b) personal loans evidenced by promissory notes;

(c) loans containing variable, renegotiable, graduated payment, shared appreciation, or other alternative payment features or any combinations of those features;

(d) loans secured by the pledge of policies of life insurance;

(e) loans which are callable upon transfer of the security therefor;

(f) loans to financial institutions, brokers and dealers, secured by loans, obligations or investments in which the association could invest directly or unsecured loans to subsidiary corporations whether or not those corporations are controlled by the association;

(g) loans for the payment of expenses of college or applied technology education;

(h) loans on the security of its savings accounts and loans specifically related to negotiable order-of-withdrawal accounts;

(i) loans secured by deeds of trust, mortgages or real estate contracts on interests in real property whether for the acquisition or improvement of homes or of real property or for other purposes, subject only to the conditions specified in Subsections (2) and (3); and

(j) commercial loans to partnerships, corporations, or trusts which are operated for profit.

(2) No association shall make a loan to one person if the sum of (a) the amount of the loan and (b) the total balance of all outstanding loans owed to the association and its service corporation subsidiaries by that person exceeds an amount equal to 15% of the association's equity capital.

(3) No association shall make any loan authorized by this section unless it first has determined that the type, amount, purpose, and repayment provisions of the loan in relation to the borrower's resources and credit standing support the reasonable belief that the loan will be financially sound and will be repaid according to its terms, and that the loan is not otherwise unlawful.

(4) (a) An association may pay taxes, assessments, ground rents, insurance premiums, and other similar charges for the protection of its real estate loans.

(b) All such payments shall be added to the unpaid balance of the loan and shall be equally secured by the first lien on the property as the original amounts advanced.

(c) An association may require life insurance to be assigned as additional collateral upon any real estate loan, and if it does so require, the association shall obtain a first lien upon the policy and may advance premiums thereon, and the premium advances shall be added to the unpaid balance of the loan and shall be equally secured by the first lien on the property as the original amount advanced.

(5) (a) An association may require, subject to the provisions of the Interest on Mortgage Loan Reserve Accounts Act, Sections 7-17-1 through 7-17-10 , that a borrower pay monthly in advance, in addition to interest or interest and principal payments, the equivalent of 1/12 of the estimated annual taxes, assessments, insurance premiums, ground rents, and other charges upon the real estate securing a loan, or any of those charges, so as to enable the association to pay the charges as they become due from the funds so received.

(b) The amount of the monthly payments may be increased or decreased to provide reasonably for the payment of the estimated annual taxes, assessments, insurance premiums, and other charges.

(c) If the association advances its own funds for the purposes stated, that amount shall be secured by the association's mortgage or trust deed, if any, with the same priority as the original amount advanced under the mortgage or trust deed.
    1994

7-7-34 Charging borrower for expenses and services for real estate loan.

Subject to the provisions of Title 70C, Utah Consumer Credit Code, an association may require borrowers to pay all reasonable expenses incurred in connection with the making, closing, disbursing, extending, readjusting, or renewing of real estate loans. Without limiting the generality of the foregoing provisions in this section, these expenses may include appraisal, attorney, abstract, recording, and registration fees, title examination, title insurance, loan insurance, credit report, survey, drawing of papers, escrow services, loan closing costs, and taxes or charges imposed upon or in connection with the making or recording of any loan. Subject to the provisions of Title 70C, Utah Consumer Credit Code, and of applicable federal law, an association may also require borrowers to pay the cost of all other necessary and incidental services rendered by the association or by others in connection with real estate and other loans in such reasonable amounts as may be fixed by the board of directors. Without limiting the generality of the foregoing provisions in this section, these costs may include the costs of services of inspectors, assayers, engineers, and architects. These initial charges shall be approved annually by the board of directors and may be collected by the association from the borrower and paid to any person or persons, including any director, officer, or employee of the association rendering the services, or paid directly by the borrower. Nothing in this section shall limit the right of an association to charge discount points or similar fees for the extension of credit.
    1994

7-7-35 Sale of real estate securities - Dealing with buyer - Liability of original borrower.

In the case of an investment made by an association in a real estate loan, in the event the ownership of the real estate security or any part thereof becomes vested in a person other than the party or parties originally executing the security instruments, and providing there is no agreement in writing to the contrary, an association may, without notice to the party or parties, deal with the successor or successors in interest with reference to the mortgage or trust deed and the debt secured by it in the same manner as with the party or parties. The association may forbear to sue or may extend time for payment of or otherwise modify the terms of the debt secured by that real estate, without discharging or in any way affecting the original liability of the party or parties.
    1981

7-7-36 Actions necessary to avoid loss on loans and investments.

Nothing in this code shall be construed as denying to an association the right to invest its funds, operate a business, manage or deal in property, or take any other action reasonably necessary over whatever period of time may reasonably be necessary to avoid loss on a loan or investment made or an obligation created in good faith.
    1981

7-7-38 Reports and examinations required - Access to records.

Every association shall file such reports and be subject to such examinations as may be required by the commissioner under the provisions of Title 7, Chapter 1, Article 3. In lieu of any examination required under that article, the commissioner may accept any examination made by the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, or their successor federal agencies, or an association's supervisory authority of another state. The commissioner, the supervisor, or their examiners or auditors shall have free access to all books and papers of an association, savings and loan holding company or any subsidiary thereof, the principal office of which is located in this state.
    1994

7-7-40 Federal associations. (1)

Federal associations whose home state is Utah are not foreign corporations or out-of-state associations.

(2) Unless federal laws or regulations provide otherwise, these federal associations and their members or stockholders possess all of the rights, powers, privileges, benefits, immunities, and exemptions provided by the laws of this state for associations organized under the laws of this state and for their members or stockholders.

(3) This provision is additional and supplemental to any provision that by specific reference is applicable to federal associations and their members or stockholders.
    1995

7-7-41 Additional powers of associations belonging to federal home loan bank system.

(1) Notwithstanding any provision of law to the contrary, any association organized under the laws of this state that is a member of the federal home loan bank system and whose accounts are insured by the federal government or an instrumentality of the federal government shall have, in addition to all rights, powers, privileges, benefits, and immunities expressly granted under this title, all additional rights, powers, privileges, benefits, and immunities possessed, as of May 1, 1989, by federal associations the home offices of which are located in this state.

(2) Notwithstanding any other provision of law to the contrary, the commissioner may make reasonable rules authorizing an association to exercise any of the powers or enjoy any privileges, benefits, or immunities conferred at the time of the adoption of the rules upon federal associations, the home offices of which are located in this state, or may modify or reduce reserve or other requirements of an association insured by the Federal Deposit Insurance Corporation or successor federal deposit insurance agency, if the commissioner finds that the rule:

(a) serves the convenience and advantage of depositors and borrowers; and

(b) maintains the fairness of competition and parity between state chartered associations and federally chartered associations.

(3) It is the intent and desire of the Legislature, in allowing the acquisition of additional rights, powers, privileges, benefits, and immunities by the associations of this state, to avoid competitive inequalities between federal associations and associations organized under the laws of this state. This section shall be broadly construed in order to give effect to this intent.
    1994

7-7-42 Members, stockholders or employees not disqualified to take acknowledgments or proofs.

No public officer qualified to take acknowledgments or proofs of written instruments shall be disqualified from taking the acknowledgment or proof of any instrument in writing in which an association is interested by reason of being a member or stockholder in or being employed by an association so interested, and acknowledgments and proofs of such instruments heretofore taken are hereby validated.
    1981

7-7-43 Previously incorporated associations.

(1) The name, rights, powers, privileges, and immunities of every association incorporated in this state before the effective date of this act shall be governed, controlled, construed, extended, limited, and determined by the provisions of this chapter to the same extent and effect as if the association had been incorporated under this chapter. The articles of incorporation, certificate of incorporation, or charter, however entitled, bylaws and constitution, or other rules of every such association made or existing before the effective date of this act are hereby modified, altered, and amended to conform to the provisions of this chapter, with or without the issuance or approval by the commissioner of conformed copies of such documents, and are declared void to the extent that they are inconsistent with the provisions of this chapter; except, that the obligations of any such pre-existing association, whether between the association and its members or stockholders, or any of them, or any other person or persons, and any valid contracts between the members or stockholders of any such association, or between the association and any other person or persons, existing at the time this act takes effect, shall not in any way be impaired by the provisions of this chapter. With these exceptions, every association incorporated before the effective date of this act shall possess the rights, powers, privileges, and immunities and shall be subject to the duties, liabilities, disabilities, and restrictions conferred and imposed by this chapter notwithstanding anything to the contrary in its certificate of authority, certificate of incorporation, bylaws, constitution, or rules.

(2) All obligations to any association incorporated before the effective date of this act contracted before the effective date of this act shall be enforceable by it and in its name, and demands, claims, and rights of action against the association may be enforced against it as fully and completely as they could have been enforced in the absence of this chapter.
    1981

7-7-44 Chapter controls over inconsistent laws - Laws on assumption of real estate security interests not suspended or repealed.

(1) Except as otherwise specified in Subsection (2), if any provisions of this chapter are inconsistent with the provisions of any other state law affecting associations existing as of the effective date of this act, the provisions of this chapter shall control.

(2) Nothing in this chapter may be construed to supersede or repeal, or interpreted or applied, now or in the past or future, to supersede or repeal Title 57, Chapter 15.
    1983

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