Citations Affected: IC 24-4.5; IC 28-1; IC 28-5; IC 28-6.1; IC 28-7; IC 28-10; IC 28-11; IC 28-12; IC 28-13; IC 32-17; noncode.
Synopsis: Updates references to federal laws and regulations in the
Uniform Consumer Credit Code and the financial institutions statute.
Specifies that Federal Reserve Regulation W applies to a nonmember
bank or trust company. Establishes procedures for industrial loan and
investment companies consistent with those for commercial banks.
Allows credit unions to offer health savings accounts. Requires state
chartered credit unions to submit call reports quarterly, instead of
semiannually. Revises loan procedures and lending limits for certain
loans by state chartered credit unions. Specifies that the director of the
department of financial institutions ("department") may hire
independent contractors to assist with examinations. Extends the
exemption from certain state laws preempted by federal law to
subsidiaries of state chartered financial institutions. Allows the
department to exercise certain enforcement powers jointly with federal
regulators. Allows the director of the department to make a temporary
appointment to fill a vacancy on an institution's board of directors
under certain circumstances. Allows periodic premiums for consumer
credit insurance on certain revolving accounts to be calculated by
applying the premium rate to the amount of the insurance benefit for
the cycle. Specifies that, for purposes of the statute governing the
transfer of securities upon the death of the owner, a "security account"
includes an investment management account or custody account with
a corporate fiduciary or certain financial institutions with trust powers.
Requires the department to develop proposed legislation concerning
Effective: Upon passage; July 1, 2005.
January 6, 2005, read first time and referred to Committee on Financial Institutions.
January 25, 2005, amended, reported _ Do Pass.
A BILL FOR AN ACT to amend the Indiana Code concerning
economically sound consumer credit practices;
(f) to conform the regulation of consumer credit transactions to the policies of the Federal Consumer Credit Protection Act; and
(g) to make uniform the law including administrative rules among the various jurisdictions.
(3) A reference to a requirement imposed by this article includes reference to a related rule of the department adopted pursuant to this article.
(4) A reference to a federal law in IC 24-4.5 is a reference to the law in effect December 31,
or other place of business at which:
(1) payments into certificates of investment or indebtedness are received;
(2) checks, negotiable or transferable instruments or orders, or similar instruments are paid; or
(3) money is lent.
However, the term does not include the principal office of a company or an automated teller facility.
"Financial institution" has the same meaning as in IC 28-1-1-3.
(b) Any domestic corporation organized under the general corporation laws of Indiana may engage in business as an industrial loan and investment company subject to the limitations and restrictions set forth in this chapter. The department may issue a certificate authorizing a corporation to engage in business under this chapter
after the department determines after a hearing that a public necessity
exists in the particular city for the type of industrial loan and
investment company for which application is made. However, no
certificate may be issued to engage in business under this chapter in a
city having a population of less than thirty thousand (30,000)
inhabitants, and with respect to cities having a population of thirty
thousand (30,000) or more inhabitants, not more than one (1)
certificate may be issued for each thirty thousand (30,000) inhabitants
of the city. considers and investigates all the following:
(1) The financial standing and character of the incorporators, organizers, directors, principal shareholders, or controlling corporations.
(2) The character, qualifications, and experience of the officers and directors of the corporation.
(3) The future earnings prospects for the proposed corporation in the community in which the corporation will be located.
(4) The adequacy of the corporation's capital.
If the department determines any of the factors described in subdivisions (1) through (4) unfavorably, the department may not issue a certificate authorizing the corporation to engage in business under this chapter. Certificates issued under this section must state whether the corporation is authorized to issue, negotiate, and sell certificates of investment or indebtedness, and, if not, must provide that the corporation may do business under this article only as restricted by section 21 of this chapter.
(c) Any company that is authorized to issue, negotiate, and sell certificates of investment or indebtedness and that holds a certificate
to engage in business under this chapter is entitled to establish one (1)
or more branches de novo and one (1) or more branches by acquisition
in any location or locations within Indiana, at which any business of the
company may be transacted to the same extent as at the principal office
of the company.
(d) As a condition to the establishment and operation of a branch or branches under this section, the company must:
(1) obtain prior written approval of the department;
(2) operate each branch under the correct name of the company and its name must contain in addition the word "branch"; and
(3) demonstrate that the applicant company will have adequate capital, sound management, and adequate future earnings prospects after the establishment of the branch.
(e) The location of the principal office or any branch established under this section may be changed at any time when authorized by the board of directors of the company and approved by the department.
(f) Any company desiring to open or establish one (1) or more branches or change location of an existing branch or the principal office must file a written application therefor, in such form and containing such information as may be prescribed by the department. If the department determines that the requirements of subsection (d) have been satisfied, the department may in its discretion approve the application.
(g) A company is entitled to open or establish an automated teller facility in any location within Indiana or as permitted by the laws of the state in which the automated teller machine is to be located. An automated teller facility may be owned or operated individually by any company or jointly on a cost sharing or fee basis.
(h) A branch by acquisition may be established under this section only if done in compliance with applicable provisions of IC 28-1-7 or IC 28-1-8.
(i) A company that is authorized to issue, negotiate, and sell certificates of investment or indebtedness and that holds a certificate to engage in business under this chapter is entitled to establish one (1) or more branches de novo and one (1) or more branches by acquisition in any location outside Indiana. Any business of the company may be transacted at a branch established under this subsection to the same extent as at the principal office of the company, subject to IC 28-2-18-19.
transferring or securing title covering livestock or giving a lien on
livestock when the market value of the livestock securing the obligation
is not at any time less than one hundred fifteen percent (115%) of the
face amount of the note covered are subject to a maximum limitation
equal to twenty-five percent (25%) of the capital and surplus,
notwithstanding the collateral requirements of section
2 5(b) of this
(b) Loans and extensions of credit that arise from the discount by dealers in dairy cattle of paper given in payment for dairy cattle, which paper carries a full recourse endorsement or unconditional guarantee of the seller and that are secured by the cattle being sold, are subject to a limitation of twenty-five percent (25%) of the capital and surplus, notwithstanding the collateral requirements of section
2 5(b) of this
the power to vote more than ten percent (10%) of any
class of voting securities of the related interest; or
(ii) directly or indirectly owns, controls, or has the power to vote more than ten percent (10%) of any class of voting securities of the related interest and no other person owns, controls, or has the power to vote a greater percentage of that class of voting securities.
(14) "Executive officer" includes any of the following officers of a credit union:
(A) The chairman of the board of directors.
(B) The president.
(C) A vice president.
(D) The cashier.
(E) The secretary.
(F) The treasurer.
(15) "Immediate family" means the spouse of an individual, the individual's minor children, and any of the individual's children, including adults, residing in the individual's home.
(16) "Officer" means any individual who participates or has the authority to participate in major policymaking functions of a credit union, regardless of whether:
(A) the individual has an official title;
(B) the individual's title designates the individual as an assistant; or
(C) the individual is serving without salary or other compensation.
(17) "Related interest", with respect to an individual, means:
(A) a partnership, a corporation, or another business organization that is controlled by the individual; or
(B) a political campaign committee:
(i) controlled by the individual; or
(ii) the funds or services of which benefit the individual.
(18) "Unimpaired capital and unimpaired surplus" means the sum of:
(A) undivided profits;
(B) reserve for contingencies;
(C) regular reserve; and
(D) allowance for loan and lease losses.
Loan Act (12 U.S.C. 1461 through 1468).
(C) Interest-bearing obligations of the FSLIC Resolution Fund and obligations of national mortgage associations issued under the authority of the National Housing Act.
(D) Mortgages on real estate situated in Indiana which are fully insured under Title 2 of the National Housing Act (12 U.S.C. 1707 through 1715z).
(E) Obligations issued by farm credit banks and banks for cooperatives under the Farm Credit Act of 1971 (12 U.S.C. 2001 through 2279aa-14).
(F) In savings and loan associations, other credit unions that are insured under IC 28-7-1-31.5, and certificates of indebtedness or investment of an industrial loan and investment company if the association or company is federally insured. Not more than twenty percent (20%) of the assets of a credit union may be invested in the shares or certificates of an association or company; nor more than forty percent (40%) in all such associations and companies.
(G) Corporate credit unions.
(H) Federal funds or similar types of daily funds transactions with other financial institutions.
(I) Mutual funds created and controlled by credit unions, credit union associations, or their subsidiaries. Mutual funds referred to in this clause may invest only in instruments that are approved for credit union purchase under this chapter.
(J) Shares, stocks, or obligations of any credit union service organization (as defined in Section 712 of the Rules and Regulations of the National Credit Union Administration) with the approval of the department. Not more than five percent (5%) of the total paid in and unimpaired capital of the credit union may be invested under this clause.
(5) (4) To deposit its funds into:
(A) depository institutions that are federally insured; or
(B) state chartered credit unions that are privately insured by an insurer approved by the department.
(6) (5) To purchase, hold, own, or convey real estate as may be
conveyed to the credit union in satisfaction of debts previously
contracted or in exchange for real estate conveyed to the credit
(7) (6) To own, hold, or convey real estate as may be purchased
by the credit union upon judgment in its favor or decrees of
foreclosure upon mortgages.
one (1) credit union shall not exceed ten percent (10%) of its
unimpaired capital and surplus unless special written
authorization has been granted by the department.
(17) (16) To exercise such incidental powers necessary or
requisite to enable it to carry on effectively the business for which
it is incorporated.
(18) (17) To act as a custodian or trustee of any trust created or
organized in the United States and forming part of a stock bonus,
pension, or profit sharing tax advantaged savings plan which
qualifies or qualified for specific tax treatment under Section
408(a) or 223, Section 401(d), 408, 408A, or 530 of the Internal
Revenue Code, if the funds of the trust are invested only in share
accounts or insured certificates of the credit union.
(19) (18) To issue shares of its capital stock or insured certificates
to a trustee or custodian of a pension plan, profit sharing plan, or
stock bonus plan which qualifies for specific tax treatment under
Sections 401(d) or 408(a) of the Internal Revenue Code.
(20) (19) A credit union may exercise any rights and privileges
(A) granted to federal credit unions; but
(B) not authorized for credit unions under the Indiana Code (except for this section) or any rule adopted under the Indiana Code;
if the credit union complies with section 9.2 of this chapter.
(21) (20) To sell, pledge, or discount any of its assets. However,
a credit union may not pledge any of its assets as security for the
safekeeping and prompt payment of any money deposited, except
that a credit union may, for the safekeeping and prompt payment
of money deposited, give security as authorized by federal law.
(22) (21) To purchase assets of another credit union and to
assume the liabilities of the selling credit union.
(23) (22) To act as a fiscal agent of the United States and to
receive deposits from nonmember units of the federal, state, or
county governments, from political subdivisions, and from other
credit unions upon which the credit union may pay varying
interest rates at varying maturities subject to terms, rates, and
conditions that are established by the board of directors. However,
the total amount of public funds received from units of state and
county governments and political subdivisions that a credit union
may have on deposit may not exceed twenty percent (20%) of the
total assets of that credit union, excluding those public funds.
(24) (23) To join the National Credit Union Administration
Central Liquidity Facility.
(25) (24) To participate in community investment initiatives
under the administration of organizations:
(A) exempt from taxation under Section 501(c)(3) of the Internal Revenue Code; and
(B) located or conducting activities in communities in which the credit union does business.
Participation may be in the form of either charitable contributions or participation loans. In either case, disbursement of funds through the administering organization is not required to be limited to members of the credit union. Total contributions or participation loans may not exceed one tenth of one percent (0.001) of total assets of the credit union. A recipient of a contribution or loan is not considered qualified for credit union membership. A contribution or participation loan made under this subdivision must be approved by the board of directors.
(26) (25) To establish and operate an automated teller machine
(A) at any location within Indiana; or
(B) as permitted by the laws of the state in which the automated teller machine is to be located.
(27) (26) To demand and receive, for the faithful performance and
discharge of services performed under the powers vested in the
credit union by this article:
(A) reasonable compensation, or compensation as fixed by agreement of the parties;
(B) all advances necessarily paid out and expended in the discharge and performance of its duties; and
(C) unless otherwise agreed upon, interest at the legal rate on the advances referred to in clause (B).
(28) (27) Subject to any restrictions the department may impose,
to become the owner or lessor of personal property acquired upon
the request and for the use of a member and to incur additional
obligations as may be incident to becoming an owner or lessor of
penalty of one hundred dollars ($100) for each day of noncompliance.
Money paid under this section as determined by the department shall
be deposited into the financial institutions fund established by
IC 28-11-2-9. Except as specified in IC 28-11-3-3 concerning
individual depositors, any information contained in call reports made
by credit unions to the department must be made available to any
person upon request.
articles of incorporation.
(6) To fill vacancies on the board and the credit committee until the next election.
(7) To invest the funds of the credit union or to delegate the authority for investments to an executive committee or manager. However, the board of directors shall review all investments made by the executive committee or manager at least monthly.
(8) To set the compensation of members of the board, credit committee, or supervisory committee.
(9) To establish and annually review written lending policies and maintain the policies on file in the credit union.
(g) The board may appoint loan officers. Each loan officer shall furnish to the credit committee or to the board a record of each loan approved or denied at its next meeting. A loan officer, including the treasurer or assistant treasurer, shall not have authority to disburse funds of the credit union for any loan which has been approved by the loan officer. Not more than one (1) member of the credit committee may be appointed as loan officer.
shall provide for principal and interest payments that will
amortize the obligation in full within the terms of the loan
contract. If the income of the borrowing member is seasonal, the
terms of the loan contract may provide for seasonal amortization.
(4) (3) Loans may be made upon the security of improved or
unimproved real estate. Except as otherwise specified in this
section, such loans must be secured by a first lien upon real estate
prior to all other liens, except for taxes and assessments not
delinquent, and may be made with repayment terms other than as
provided in subdivision (3). (2). When the amount of a loan is at
least two hundred fifty thousand dollars ($250,000), the fair cash
value of real estate security shall be determined by a written
appraisal made by one (1) or more qualified state licensed or
certified appraisers designated by the board of directors. The
credit union loan folder for real estate mortgage loans shall
include, when applicable:
(A) the loan application;
(B) the mortgage instrument;
(C) the note;
(D) the disclosure statement;
(E) the documentations of property insurance;
(F) an appraisal on the real estate for which the loan is made; and
(G) the attorney's opinion of titles or a certificate of title insurance on the real estate upon which the mortgage loan is made.
(5) (4) The total unpaid balance of all loans authorized by this
subdivision shall, at no time, exceed thirty-three and one-third
percent (33 1/3%) of the total assets of the credit union at the time
the loans are granted. This section does not limit unpaid balances
secured by adjustable rate mortgages or loans with a remaining
maturity of five (5) years or less. Loans made upon security of
real estate are subject to the following restrictions:
(A) Real estate loans in which no principal amortization is required shall provide for the payment of interest at least annually and shall mature within five (5) years of the date of the loan unless extended and shall not exceed fifty percent (50%) of the fair cash value of the real estate used as security.
(B) Real estate loans on improved real estate, except for variable rate mortgage loans and rollover mortgage loans provided for in subdivision
(6), (5), shall require substantially
equal payments at successive intervals of not more than one
(1) year, shall mature within thirty (30) years, and shall not
exceed ninety percent (90%) of the fair cash value of the real
estate used as security, unless the excess of any loan over the
authorized percentage of fair cash value is guaranteed or
insured by a government agency or a private insurer authorized
to engage in such business in Indiana.
(C) Real estate loans on unimproved real estate may be made. The terms of the loan shall:
(i) require substantially equal payments of interest and principal at successive intervals of one (1) year or less;
(ii) mature within ten (10) years; and
(iii) not exceed eighty-five percent (85%) of the fair cash value of the real estate used as security.
(D) Loans primarily secured by a mortgage which constitutes a second lien on improved real estate may be made only if the aggregate amount of all loans on the real estate does not exceed one hundred percent (100%) of the fair cash value of the real estate after such loan is made. Repayment terms shall be in accordance with subdivision
(E) Real estate loans may be made for the construction of improvements to real property. Funds borrowed may be advanced as work on the improvements progresses. Repayment terms must comply with subdivision
(6) (5) Subject to the limitations of subdivision (4), (3), variable
rate mortgage loans and rollover mortgage loans may be made
under the same limitations and rights provided state chartered
savings associations under IC 28-1-21.5 (before its repeal) or
IC 28-15 or federal credit unions.
(7) (6) A credit union may participate with other financial
institutions in making loans to credit union members and may sell
a participating interest in any of its loans. However, the credit
union may not sell more than ninety percent (90%) of the
principal of participating loans outstanding at the time of sale.
(7) Notwithstanding subdivisions (1) through (6), a credit union may make any of the following:
(A) Any loan that may be made by a federal credit union. However, IC 24-4.5 applies to any loan that is:
(i) made under this clause; and
(ii) within the scope of IC 24-4.5.
Any provision of federal law that is in conflict with IC 24-4.5 does not apply to a loan made under this clause.
(B) Subject to subdivision (3), any alternative mortgage
loan (as defined in IC 28-15-11-2) that may be made by a
savings association (as defined in IC 28-15-1-11) under
IC 28-15-11. A loan made under this clause by a credit
union is subject to the same terms, conditions, exceptions,
and limitations that apply to an alternative mortgage loan
made by a savings association under IC 28-15-11.
(8) A credit union may make a loan under either:
(i) subdivisions (2) through (6); or
(ii) subdivision (7);
but not both. A credit union shall make an initial determination as to whether to make a loan under subdivisions (2) through (6) or under subdivision (7). If the credit union determines that a loan or category of loans is to be made under subdivision (7), the written loan policies of the credit union must include that determination. A credit union may not combine the terms and conditions that apply to a loan made under subdivisions (2) through (6) with the terms and conditions that apply to a loan made under subdivision (7) to make a loan not expressly described and authorized either under subdivisions (2) through (6) or under subdivision (7).
(c) Nothing in this section prevents any credit union from taking an indemnifying or second mortgage on real estate as additional security.
section to the individual, the individual's immediate family, or
the individual's related interests, exceeds the greater of:
(A) five percent (5%) of the credit union's unimpaired capital and surplus; or
(B) twenty-five thousand dollars ($25,000);
unless the loan is first approved by the credit union's board of directors.
(5) A credit union may not make a loan under this section to an individual, the individual's immediate family, or the individual's related interests if the amount of the loan, either by itself or when added to the amounts of all other loans made under this section to the individual, the individual's immediate family, or the individual's related interests, exceeds the lending limits set forth in IC 28-7-1-39.
(6) Subject to subsection (b), the total amount of all loans made under this section may not exceed the credit union's unimpaired capital and surplus.
(b) The limits set forth in subsections (a)(4) and (a)(6) do not apply to any of the following:
(1) An extension of credit made under a line of credit approved under subsection (a)(4) if the extension of credit is made not later than fourteen (14) months after the line of credit was approved.
(2) A loan, in any amount, to finance the education of an individual's child.
(3) A loan, in any amount, to finance or refinance the purchase, construction, maintenance, or improvement of a residence of the individual, if:
(A) the loan is secured by a first lien on the residence and the residence is owned, or will be owned after the loan is made, by the individual; and
(B) in the case of a refinancing, the loan includes only the amount used to repay the original loan, plus any closing costs and any additional amount used for any purpose described in this subdivision.
(4) A loan, in any amount, secured by a perfected security interest in bonds, notes, certificates of indebtedness, or treasury bills of the United States or in other obligations fully guaranteed as to principal and interest by the United States.
(5) A loan, in any amount, secured by a perfected security interest in a segregated deposit account in the lending credit union.
sole proprietorship, a partnership, a joint venture, an association,
a trust, an estate, a business trust, a limited liability company, a
corporation, a sovereign government, or an agency,
instrumentality, or political subdivision of a sovereign government,
or any similar entity or organization.
(c) Except as provided in subsection (e), the total loans and extensions of credit by a credit union to a member outstanding at any given time and not fully secured, as determined in a manner consistent with subsection (d), by collateral with a market value at least equal to the amount of the loan or extension of credit may not exceed fifteen percent (15%) of the unimpaired capital and unimpaired surplus of the credit union.
(d) Except as provided in subsection (e), the total loans and extensions of credit by a credit union to a member outstanding at any given time and fully secured by readily marketable collateral having a market value, as determined by reliable and continuously available price quotations, at least equal to the amount of funds outstanding may not exceed ten percent (10%) of the unimpaired capital and unimpaired surplus of the credit union. The limitation in this subsection is separate from and in addition to the limitation set forth in subsection (c).
(e) The limitations set forth in subsections (c) and (d) are subject to the following exceptions:
(1) Loans or extensions of credit arising from the discount of commercial or business paper evidencing an obligation to the member negotiating it with recourse are not subject to any limitation based on capital and surplus.
(2) The purchase of bankers' acceptances of the kind described in 12 U.S.C. 372 and issued by a financial institution organized or reorganized under the laws of Indiana or any other state or the United States are not subject to any limitation based on capital and surplus.
(3) Loans or extensions of credit secured by bills of lading, warehouse receipts, or similar documents transferring or securing title to readily marketable staples are subject to a limitation of thirty-five percent (35%) of capital and surplus in addition to the general limitations if the market value of the staples securing each additional loan or extension of credit at all times equals or exceeds one hundred fifteen percent (115%) of the outstanding amount of the loan or extension of credit. The staples shall be fully covered by insurance whenever it is customary to insure such staples.
securing the obligation is not at any time less than one hundred
fifteen percent (115%) of the face amount of the note covered are
subject under this section, notwithstanding the collateral
requirements set forth in subsection (d), to a maximum limitation
equal to twenty-five percent (25%) of the capital and surplus.
(i) Loans or extensions of credit that arise from the discount by dealers in dairy cattle of paper given in payment for dairy cattle, which paper carries a full recourse endorsement or unconditional guarantee of the seller and that are secured by the cattle being sold, are subject under this section, notwithstanding the collateral requirements set forth in subsection (d), to a limitation of twenty-five percent (25%) of the capital and surplus.
(j) Except as otherwise provided, an officer, director, employee, or attorney of a credit union who stipulates for, receives, or consents or agrees to receive, any fee, commission, gift, or thing of value, from any person, for the purpose of procuring or endeavoring to procure for any member any loan from or the purchase or discount of any paper, note, draft, check, or bill of exchange by the credit union, commits a Class A misdemeanor.
(k) Except as otherwise provided in this chapter, any credit union that holds obligations of indebtedness in violation of the limitations prescribed in this section shall, not later than July 1, 2006, cause the amount of the obligations to conform to the limitations prescribed by this chapter and by the provisions of this section. The department may, in its discretion, extend the time for effecting this conformity, in individual instances, if the interests of the depositors will be protected and served by an extension. Upon the failure of a credit union to comply with the limitations, in accordance with this section or in accordance with any order of the department concerning the limitations, the department may declare that the credit union is conducting its business in an unauthorized or unsafe manner and proceed in accordance with IC 28-1-3.1-2.
(l) The department may apply the provisions of 12 CFR 32 in the application and administration of this chapter.
assistants, deputies, supervisors, and other necessary employees. The
technical or professional qualification of an applicant shall be
determined by examination, by professional rating, or as the director
determines. The director may retain the services of a qualified
independent contractor to assist the department in the examination
process under this article. Contracts executed under this section
must comply with state contracting laws and the contracting
policies and procedures of the Indiana department of
requesting entity's letter raises issues requiring additional information
or additional time for analysis. If the department extends the period for
the department's review of the request, the requesting entity may
operate as if the requesting entity is exempt from a provision of IC 24,
IC 26, IC 28, IC 29, or IC 30 during the extended period of review
only if the requesting entity receives prior written approval from the
(1) the department must:
(A) approve or deny the requested exemption; or (B) convene a hearing;
not later than ninety (90) days after the department receives the requesting entity's letter, unless the department has extended the period for the department's review under this subsection; and
(2) if a hearing is convened, the department must approve or deny the requested exemption not later than ninety (90) days after the hearing is concluded.
(e) The department may refuse to exempt a requesting entity from a provision of IC 24, IC 26, IC 28, IC 29, or IC 30 if the department finds that any of the following conditions apply:
(1) The department determines that a described provision of IC 24, IC 26, IC 28, IC 29, or IC 30 is not preempted for a federally chartered entity of the:
(A) same; or
(B) functionally equivalent;
(2) The extension of the federal preemption in the form of an exemption from a provision of IC 24, IC 26, IC 28, IC 29, or IC 30 to the requesting entity would:
(A) adversely affect the safety and soundness of the requesting entity; or
(B) result in an unacceptable curtailment of consumer protection provisions.
(3) The failure of the department to provide for the exemption from a provision of IC 24, IC 26, IC 28, IC 29, or IC 30 will not result in a competitive disadvantage to the requesting entity.
(f) The operation of a financial institution in a manner consistent with exemption from a provision of IC 24, IC 26, IC 28, IC 29, or IC 30 under this section is not a violation of any provision of the Indiana Code or rules adopted under IC 4-22-2. (g) If a financial institution is exempted from the provisions of IC 24, IC 26, IC 28, IC 29, or IC 30 in compliance with this section, the
department shall do the following:
(1) Determine whether the exemption shall apply to all financial institutions that, in the opinion of the department, possess a charter that is:
(A) the same as; or
(B) functionally the equivalent of;
the charter of the exempt institution.
(2) For purposes of the determination required under subdivision (1), ensure that applying the exemption to the financial institutions described in subdivision (1) will not:
(A) adversely affect the safety and soundness of the financial institutions; or
(B) unduly constrain Indiana consumer protection provisions.
(3) Issue an order published in the Indiana Register that specifies whether the exemption applies to the financial institutions described in subdivision (1).
(h) If the department denies the request of a financial institution under this section for exemption from Indiana Code provisions that are preempted for federally chartered institutions, the requesting institution may appeal the decision of the department to the circuit court of the county in which the principal office of the requesting institution is located.
(i) If the department determines that federal law has preempted a provision of IC 24, IC 26, IC 28, IC 29, or IC 30 as the provision applies to an operating subsidiary of a federally chartered entity, the provision of IC 24, IC 26, IC 28, IC 29, or IC 30 applies to a qualifying subsidiary (as defined in IC 28-13-16-1) of a state chartered entity only to the same extent that the department determines the provision applies to the operating subsidiary of:
(1) the same; or
(2) the functionally equivalent;
type of federally chartered entity. In determining whether to extend the exemption from a provision of IC 24, IC 26, IC 28, IC 29, or IC 30 to a qualifying subsidiary (as defined in IC 28-13-16-1) of a state chartered entity under this subsection, the department shall use the procedures and undertake the considerations described in this section for a preemption determination with respect to a state chartered entity.
unsound practice in conducting the business of the financial
(2) has violated, is violating, or will violate a:
(C) condition imposed in writing by the director in connection with the granting of an application or other request by the financial institution; or
(D) written agreement entered into with the department;
the director may issue and serve upon the financial institution a notice of charges of the practice or violation. The department may, when appropriate, exercise enforcement powers under this chapter jointly with a financial institution's primary federal regulator.
articles of incorporation provide otherwise, if a vacancy occurs on a
board of directors, including a vacancy resulting from an increase in
the number of directors:
(1) the board of directors may fill the vacancy; or
(2) if the directors remaining in office constitute fewer than a quorum of the board, the directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under section 7(b) of this chapter or otherwise may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.
(d) If a vacancy is not filled through a corporation's normal process for filing vacancies within a time considered reasonable by the department, the director of the department may make a temporary appointment to the board of directors to fill the vacancy. The director of the department shall appoint a person whom the director considers capable of providing competent leadership and decision making ability. A person appointed to a board of directors under this subsection shall serve on the board until the corporation fills the position through the corporation's normal process for filing vacancies on the board. However, a person appointed to a board of directors by the director of the department under this subsection may not serve on the board for more than two (2) years, unless the person is selected to fill the vacancy through the corporation's normal process for filling vacancies. For purposes of this subsection, in determining whether a corporation has had a reasonable period in which to fill a vacancy, the department shall consider the following:
(1) The financial condition of the corporation.
(2) The number of remaining board members.
(3) The potential harm to the corporation that could result without an appointment under this subsection.
articles. If the restatement includes an amendment requiring
shareholder approval, the amendment must be adopted as provided in
sections 3 through 7 of this chapter.
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 28-13-5-8. The notice must also do the following:
(1) State that the purpose or one (1) of the purposes of the meeting is to consider the proposed restatement.
(2) Contain or be accompanied by a copy of the restatement that identifies any amendment or other change the corporation would make in the articles.
(d) A corporation restating the corporation's articles of incorporation shall prepare articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if the restatement does not, that the board of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 10 of this chapter.
Notwithstanding IC 28-12-2-1(4), the corporation is not required to include in the articles of restatement the name and address of each incorporator.
(e) The following do not constitute an amendment to a corporation's articles of incorporation:
(1) A reordering or renumbering of the articles or sections of the articles.
(2) The correction of grammatical or spelling errors.
the account, a cash balance in the account, and cash, cash
equivalents, interest, earnings, or dividends earned or
declared on a security in the account, whether or not credited
to the account before the owner's death; or
(2) (3) a cash balance or other property held for or due to the
owner of a security as a replacement for or product of an account
security, regardless of whether the cash was credited to the
account before the owner's death.