BILL NUMBER: SB 664INTRODUCED BILL TEXT INTRODUCED BY Committee on Banking and Financial Institutions (Senators Vargas (Chair), Blakeslee, Evans, Kehoe, Liu, Padilla, and Walters) FEBRUARY 18, 2011 An act to amend the heading of Chapter 1 (commencing with Section 99) of Division 1 of, and to amend the heading of Division 1 (commencing with Section 99) of, and to amend and renumber Sections 100.5, 102, 103, 105, 105.2, 105.5, 105.7, 106, 107, 109, 110, 111, 112, 113, 115, 119, 120, 121, 122, 123, 124, 125, 126, 126.5, 126.7, 127, 128, 129, 130, 131, 132, 134, 134.5, 135, 137, 139, 139.2, 139.3, 139.4, 139.5, 139.7, 139.9, 139.95, 140, 140.3, 140.5, 142, 142.5, 143, 144, 145, 146, 146.3, 146.7, 148, 148.5, 149.3, 150, 151, 180, 181, 182, 184, 185, 200, 201, 210, 210.5, 211, 212, 213, 214, 215, 215.5, 216, 216.3, 217, 218, 219, 220, 221, 222, 223, 230, 230.5, 231, 232, 233, 234, 235, 236, 250, 250.5, 251, 252, 253, 255, 258, 259, 260, 261, 262, 263, 265, 270, 271, 271.5, 272, 273, 273.5, 274, 275, 276, 277, 280, 281, 282, 283, 284, 285, 286, 287, 288, 289, 290, 291, 292, 292.5, 293, 295, 295.1, 295.2, 295.3, 295.4, 298, 298.1, 299, 300, 300.1, 300.2, 300.3, 300.4, 301, 301.1, 302, 302.1, 302.2, 302.3, 305, 305.1, 305.2, 305.3, 305.4, 305.5, 305.6, 305.7, 305.8, 305.9, 310, 310.1, 310.2, 310.3, 310.4, 315, 315.1, 315.2, 315.3, 315.4, 315.5, 315.6, 315.7, 315.8, 315.9, 315.10, 315.11, 315.12, 320, 320.1, 320.2, 320.3, 320.4, 320.5, 320.6, 320.7, 320.8, 320.9, 320.10, 320.11, 320.12, 320.13, 320.14, 320.15, 320.16, 320.17, 320.18, 320.19, 320.20, 320.21, 320.22, 325, 325.1, 325.2, 330, 335, 335.1, 350, 351, 352, 353, 354, 355, 356, 357, 360, 360.5, 361, 362, 363, 364, 365, 399, 400, 401, 402, 403, 404, 405, 406, 407, 500, 501, 502, 503, 504, 505, 506, 507, 508, 509, 510, 511, 550, 551, 600, 600.3, 600.4, 600.6, 600.8, 600.10, 600.12, 602, 620, 621, and 622 of, to add the headings of Article 1 (commencing with Section 300), Article 2 (commencing with Section 320), Article 3 (commencing with Section 350), Article 4 (commencing with Section 370), Article 5 (commencing with Section 400), and Article 6 (commencing with Section 405) to, Chapter 3 of Division 1 of, to add the headings of Article 1 (commencing with Section 600) and Article 2 (commencing with Section 620) to, Chapter 6 of Division 1 of, to add the headings of Chapter 2 (commencing with Section 250), Chapter 3 (commencing with Section 300), Chapter 4 (commencing with Section 450), Chapter 5 (commencing with Section 550), and Chapter 6 (commencing with Section 600) to, Division 1 of, to repeal the headings of Article 1 (commencing with Section 200), Article 2 (commencing with Section 210), Article 3 (commencing with Section 230), Article 4 (commencing with Section 250), Article 4.5 (commencing with Section 265), Article 5 (commencing with Section 270), Article 6 (commencing with Section 280), Article 7 (commencing with Section 295), Article 8 (commencing with Section 305), and Article 9 (commencing with Section 335) of, Chapter 2 of, to repeal the headings of Article 1 (commencing with Section 350), Article 2 (commencing with Section 360), and Article 4 (commencing with Section 399) of, Chapter 3 of, to repeal the headings of Article 1 (commencing with Section 600) and Article 2 (commencing with Section 620) of, Chapter 5 of, and to repeal the headings of Chapter 1.5 (commencing with Section 180), Chapter 2 (commencing with Section 200), Chapter 3 (commencing with Section 350), Chapter 4 (commencing with Section 500), Chapter 4.5 (commencing with Section 550), and Chapter 5 (commencing with Section 600) of, Division 1 of, the Financial Code, relating to financial institutions. LEGISLATIVE COUNSEL'S DIGEST SB 664, as introduced, Committee on Banking and Financial Institutions. Financial institutions. Existing law establishes the Department of Financial Institutions in the Business, Transportation and Housing Agency and provides that the department is in charge of the execution of specified laws relating to various financial institutions and financial services. This bill would amend and renumber various provisions of the Financial Code applicable to financial institutions and financial services regulated by the department and would make other conforming changes. Vote: majority. Appropriation: no. Fiscal committee: no. State-mandated local program: no. THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS: SECTION 1. The heading of Division 1 (commencing with Section 99) of the Financial Code is amended to read: DIVISION 1.BANKSFINANCIAL INSTITUTIONS SEC. 2. The heading of Chapter 1 (commencing with Section 99) of Division 1 of the Financial Code is amended to read: CHAPTER 1.SCOPE AND DEFINITIONSDEFINITIONS SEC. 3. Section 100.5 of the Financial Code is amended and renumbered to read:100.5.101. If and to the extent that any provision of this division is preempted by federal law, the provision does not apply and shall not be enforced. SEC. 4. Section 102 of the Financial Code is amended and renumbered to read:102.103. The word "bank" as used in this division means any incorporated banking institution that shall have been incorporated to engage in commercial banking business, industrial banking, or trust business. SEC. 5. Section 103 of the Financial Code is amended and renumbered to read:103.105. Banks are divided into the following classes: (a) Commercial banks. (b) Industrial banks. (c) Trust companies. SEC. 6. Section 105 of the Financial Code is amended and renumbered to read:105.107. "Commercial bank" means a corporation organized for the purpose of engaging in the commercial banking business. SEC. 7. Section 105.2 of the Financial Code is amended and renumbered to read:105.2.109. "Commercial banking business" includes, but is not limited to, the business of soliciting, receiving, or accepting of money or its equivalent on deposit as a regular business whether the deposit is made subject to check or is evidenced by a certificate of deposit, a passbook, a note, a receipt, or other writing, provided that nothing herein shall apply to or include money or its equivalent left in escrow, or left with an agent pending investment in real estate or securities for, or on account of, his or her principal. In addition, "commercial banking business" means to lend money on the security of real or personal property or without security; to discount or deal in bills, notes, or other commercial paper; to buy and sell for the account of customers, and, if eligible for investment, for its own account, securities, gold and silver bullion, foreign coins, and bills of exchange; and generally to transact a commercial banking business. SEC. 8. Section 105.5 of the Financial Code is amended and renumbered to read:105.5.111. "Industrial bank" means a corporation organized for the purpose of engaging in the industrial banking business. SEC. 9. Section 105.7 of the Financial Code is amended and renumbered to read:105.7.113. "Industrial banking business" includes the making of loans and acceptance of deposits, including deposits evidenced by investment or thrift certificates, but excluding demand deposits. SEC. 10. Section 106 of the Financial Code is amended and renumbered to read:106.115. "Trust business" means the business of acting as executor, administrator, guardian or conservator of estates, assignee, receiver, depositary or trustee under the appointment of any court, or by authority of any law of this or any other state or of the United States, or as trustee for any purpose permitted by law. SEC. 11. Section 107 of the Financial Code is amended and renumbered to read:107.117. "Trust company" means a corporation, industrial bank, or a commercial bank that is authorized to engage in the trust business. SEC. 12. Section 109 of the Financial Code is amended and renumbered to read:109.119. "Bank" or "banks" includes commercial banks, industrial banks, and trust companies unless the context otherwise requires. However, "bank" does not include a savings association or a credit union. SEC. 13. Section 110 of the Financial Code is amended and renumbered to read:110.121. "Office" includes head office, branch office, and any other authorized place of business of a licensee. "Head office" means the principal place of business of a licensee. SEC. 14. Section 111 of the Financial Code is amended and renumbered to read:111.123. "Real property" and "personal property" have the meanings defined in and shall be construed in accordance with Title 1, Part 1, Division 2, Civil Code of California. SEC. 15. Section 112 of the Financial Code is amended and renumbered to read:112.125. "Commissioner" means the Commissioner of Financial Institutions and "department" means the Department of Financial Institutions. SEC. 16. Section 113 of the Financial Code is amended and renumbered to read:113.127. "Person" means an individual, sole proprietorship, partnership, joint venture, association, trust, estate, business trust, corporation, joint stock company, limited liability company, unincorporated association, sovereign government or agency, instrumentality, or political subdivision thereof, or any similar entity or organization. SEC. 17. Section 115 of the Financial Code is amended and renumbered to read:115.129. Unless the provision or the context otherwise requires, the definitions set forth in this chapter govern the construction of this division. SEC. 18. Section 119 of the Financial Code is amended and renumbered to read:119.131. References in this division to the voting of shares shall be construed in accordance with Section 111 of the Corporations Code. SEC. 19. Section 120 of the Financial Code is amended and renumbered to read:120.133. If the articles of a bank provide for more or less than one vote for any share on any matter, the references in Sections123139 and124141 to a majority or other proportion of shares means, as to such matter, a majority or other proportion of the votes entitled to be cast. Whenever, under Division 1 (commencing with Section 100), Title 1 of the Corporations Code or this division, shares are disqualified from voting on any matter, they shall not be considered outstanding for the determination of a quorum at any meeting to act upon, or the required vote to approve action upon, such matter under any provision of Division 1 (commencing with Section 100), Title 1 of the Corporations Code, of this division, or of the articles or bylaws. SEC. 20. Section 121 of the Financial Code is amended and renumbered to read:121.135. Any requirement in this division for a vote of each class of outstanding shares shall be construed in accordance with Section 117 of the Corporations Code. SEC. 21. Section 122 of the Financial Code is amended and renumbered to read:122.137. "Approved by (or approval of) the board" means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to any matter not within the competence of the committee under Section 311 of the Corporations Code or any matter for which this division also requires approval of the shareholders or approval of the outstanding shares. SEC. 22. Section 123 of the Financial Code is amended and renumbered to read:123.139. "Approved by (or approval of) the outstanding shares" has the meaning set forth in Section 152 of the Corporations Code and shall include approval by the affirmative vote of a majority of the outstanding shares of each class or series entitled, by any provision of the articles, of this division, or of Division 1 (commencing with Section 100), Title 1 of the Corporations Code, to vote as a class or series on the subject matter being voted upon, and shall also include approval by the affirmative vote of such greater proportion (including all) of the outstanding shares of any class or series if such greater proportion is required by the articles, by this division, or by Division 1 (commencing with Section 100), Title 1 of the Corporations Code. SEC. 23. Section 124 of the Financial Code is amended and renumbered to read:124.141. "Approved by (or approval of) the shareholders" has the meaning set forth in Section 153 of the Corporations Code and shall include approval or ratification by the affirmative vote or written consent of such proportion (including all) greater than a majority of the shares of any class or series as may be provided in the articles, in this division, or in Division 1 (commencing with Section 100), Title 1 of the Corporations Code for all or any specified shareholder action. SEC. 24. Section 125 of the Financial Code is amended and renumbered to read:125.143. "Articles" has the meaning set forth in Section 154 of the Corporations Code. SEC. 25. Section 126 of the Financial Code is amended and renumbered to read:126.145. "Board" has the meaning set forth in Section 155 of the Corporations Code. SEC. 26. Section 126.5 of the Financial Code is amended and renumbered to read:126.5.147. "California" means: (a) When used with respect to a bank, in the case of a state bank, a bank that is organized under the laws of this state and, in the case of a national bank, a national bank that maintains its main office in this state. (b) When used with respect to an office of a bank, an office which is located in this state. (c) When used with respect to any corporation other than a bank, a corporation that is organized under the laws of this state. SEC. 27. Section 126.7 of the Financial Code is amended and renumbered to read:126.7.149. "CAMELS composite rating" shall have the meaning set forth in Section 327.8(j) of Title 12 of the Code of Federal Regulations. SEC. 28. Section 127 of the Financial Code is amended and renumbered to read:127.151. "Certificate of correction" means a certificate executed and filed with the Secretary of State pursuant to Section 109 of the Corporations Code, subject, however, to the provisions of Section600.101105 . SEC. 29. Section 128 of the Financial Code is amended and renumbered to read:128.153. "Certificate of determination" has the meaning set forth in Section 156 of the Corporations Code, subject, however, to the provisions of Section 600.8. SEC. 30. Section 129 of the Financial Code is amended and renumbered to read:129.155. "Certificate of revocation" means a certificate executed and filed with the Secretary of State pursuant to the second and third sentences of subdivision (c) of Section 110 of the Corporations Code, subject, however, to the provisions of Section600.121106 . SEC. 31. Section 130 of the Financial Code is amended and renumbered to read:130.157. "Common shares" has the meaning set forth in Section 159 of the Corporations Code. SEC. 32. Section 131 of the Financial Code is amended and renumbered to read:131.159. (a) "Confidential information" means any information regarding a licensee contained in, or related to, any of the following: (1) Applications filed with the commissioner. (2) Examination, operating, condition, or any other reports prepared by, on behalf of, or for the use of, the commissioner. (3) Information received in confidence by the commissioner. (b) Confidential information is the property of the commissioner. SEC. 33. Section 132 of the Financial Code is amended and renumbered to read:132.161. "Constituent corporation," when used with respect to a corporation: (a) In the case of a merger, has the meaning set forth in Section 161 of the Corporations Code. (b) In the case of a consolidation, means a corporation that is consolidated with one or more other corporations. SEC. 34. Section 134 of the Financial Code is amended and renumbered to read:134.163. "Contributed capital" means all of shareholders' equity other than retained earnings. However, nothing in this section shall prohibit a bank from transferring amounts from time to time from its retained earnings to its contributed capital, subject to any applicable statutes, regulations, and generally accepted accounting principles. SEC. 35. Section 134.5 of the Financial Code is amended and renumbered to read:134.5.165. "Credit union" means a corporation of the type described in Section 14002 organized under the laws of this state or a corporation of similar type organized under the laws of the United States or of any state of the United States other than this state. SEC. 36. Section 135 of the Financial Code is amended and renumbered to read:135.167. "Directors" has the meaning set forth in Section 164 of the Corporations Code. SEC. 37. Section 137 of the Financial Code is amended and renumbered to read:137.169. "Disappearing," when used with respect to a corporation, means a constituent corporation that is not the surviving corporation. SEC. 38. Section 139 of the Financial Code is amended and renumbered to read:139.171. "Distribution to its shareholders" has the meaning set forth in Section 166 of the Corporations Code. However, in Division 1 (commencing with Section 100), Title 1 of the Corporations Code and in this division, "distribution to its shareholders" does not include any purchase of shares by a bank or by a majority-owned subsidiary of a bank which is necessary to reduce or avoid loss to such bank or to such subsidiary on an extension of credit previously made in good faith. Also, in this division, "distribution to its shareholders" includes any distribution made by a bank or by a majority-owned subsidiary of a bank to the shareholders of any corporation of which such bank is a majority-owned subsidiary. SEC. 39. Section 139.2 of the Financial Code is amended and renumbered to read:139.2.173. (a) "Foreign," when used with respect to a bank, an office of a bank, or any corporation other than a bank, means foreign (other nation) or foreign (other state). (b) "Foreign banking corporation" means a foreign bank. SEC. 40. Section 139.3 of the Financial Code is amended and renumbered to read:139.3.175. "Foreign nation" means any nation other than the United States, including, without limitation, any subdivision, territory, trust territory, dependency, colony, or possession of any nation other than the United States. "Foreign nation" includes Puerto Rico, Guam, American Samoa, the Virgin Islands, and any territory, trust territory, dependency, or insular possession of the United States. SEC. 41. Section 139.4 of the Financial Code is amended and renumbered to read:139.4.177. (a) The definition of "state of the United States" in Section146.7207 does not apply to this section. In this section, "state of the United States" means any state of the United States or the District of Columbia. (b) "Foreign (other nation):" (1) When used with respect to a bank, means any bank (including, without limitation, any commercial bank, merchant bank, or other institution that engages in banking activities that are usual in connection with the business of banking in the nation in which the institution is organized or operating) other than (A) a bank that is organized under the laws of a state of the United States or (B) a national bank that maintains its main office in a state of the United States. (2) When used with respect to an office of a bank, means an office that is located in a place other than a state of the United States. (3) When used with respect to any corporation other than a bank, means a corporation that is organized under the laws of a foreign nation. SEC. 42. Section 139.5 of the Financial Code is amended and renumbered to read:139.5.179. "Foreign (other state)" : (a) When used with respect to a bank, means a bank that is organized under the laws of any state of the United States other than this state, or a national bank that maintains its main office in any state of the United States other than this state, and includes any savings bank, as defined in Section 3(g) of the Federal Deposit Insurance Act (12 U.S.C. Sec. 1813(g)), that is organized under the laws of a state other than this state. (b) When used with respect to an office of a bank, means an office that is located in a state other than this state. (c) When used with respect to a corporation other than a bank, means a corporation that is organized under the laws of any state of the United States other than this state or under the laws of the United States. SEC. 43. Section 139.7 of the Financial Code is amended and renumbered to read:139.7.181. "Insured:" (a) When used with respect to a bank or an office of a bank, means a bank or office the deposits of which are insured by the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act (12 U.S.C. Sec. 1811 et seq.). (b) When used with respect to a deposit, means a deposit that is insured by the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act (12 U.S.C. Sec. 1811 et seq.). SEC. 44. Section 139.9 of the Financial Code is amended and renumbered to read:139.9.183. "Law of the domicile" means: (a) When used with respect to a national bank, the law of the United States. (b) When used with respect to a state bank, the law of the state of the United States under which the bank is organized. (c) When used with respect to a foreign (other nation) bank, the law of the foreign nation under which the bank is organized. SEC. 45. Section 139.95 of the Financial Code is amended and renumbered to read:139.95.185. "Licensee" has the following meanings: (a) Any bank authorized by the commissioner pursuant toSection 401Chapter 3 (commencing with Section 1040) of Division 1.1 to transact banking or trust business. (b) Any industrial bank authorized by the commissioner pursuant toSection 401Chapter 3 (commencing with Section 1040) of Division 1.1 to transact industrial banking business. (c) Any trust company authorized by the commissioner pursuant to Section 401 to transact trust business. (d) Any foreign (other nation) bank that is licensed under Article 2 (commencing with Section1725)1780) of Chapter13.520 of Division 1.1 or under Article 3 (commencing with Section1750)1800) of Chapter13.520 of Division 1.1 . (e) Any corporation licensed by the commissioner to transmit money pursuant toSection 1802.7Chapter 3 (co mmencing with Section 2030) of Division 1.2 .(f) Any person licensed by the commissioner to issue traveler's checks pursuant to Section 1860.(g)(f) Any person authorized by the commissioner to conduct the business of a savings association pursuant to Division 2 (commencing with Section 5000).(h)(g) Any credit union authorized by the commissioner to conduct business pursuant to Section 14154.(i)(h) Any foreign (other state) credit union licensed by the commissioner to conduct business pursuant to Chapter 11 (commencing with Section 16000) of Division 5.(j)(i) Any foreign (other nation) credit union licensed by the commissioner to conduct business pursuant to Chapter 12 (commencing with Section 16500) of Division 5.(k)(j) Any industrial loan company authorized by the commissioner to conduct insurance premium finance business pursuant to Division 7 (commencing with Section 18000).(l)(k) Any corporation licensed by the commissioner as a business and industrial development corporation pursuant to Section 31154.(m) Any corporation licensed by the commissioner pursuant to Section 33406 to engage in the business of selling payment instruments.SEC. 46. Section 140 of the Financial Code is amended and renumbered to read:140.187. "Majority-owned subsidiary" has the meaning set forth for "subsidiary" in subdivision (a) of Section 189 of the Corporations Code. SEC. 47. Section 140.3 of the Financial Code is amended and renumbered to read:140.3.189. (a) "National bank" or "national banking association" means a national banking association organized under the National Bank Act. (b) For purposes of this division, a national bank is deemed to be a corporation. SEC. 48. Section 140.5 of the Financial Code is amended and renumbered to read:140.5.191. "Officers' certificate" has the meaning set forth in Section 173 of the Corporations Code. SEC. 49. Section 142 of the Financial Code is amended and renumbered to read:142.193. "Resulting," when used with respect to a corporation, means: (a) In the case of a consolidation, the corporation into which the constituent corporations are consolidated. (b) In the case of a conversion, the corporation into which the converting corporation is converted. SEC. 50. Section 142.5 of the Financial Code is amended and renumbered to read:142.5.195. "ROCA supervisory rating" shall have the meaning set forth in Section 327.8(k) of Title 12 of the Code of Federal Regulations. SEC. 51. Section 143 of the Financial Code is amended and renumbered to read:143.197. "Savings association" includes a savings association, a savings and loan association, and a savings bank. However, "savings association" does not include any savings bank of the type defined in Section 3(g) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(g)). SEC. 52. Section 144 of the Financial Code is amended and renumbered to read:144.199. "Series," when used with respect to shares, has the meaning set forth in Section 183 of the Corporations Code. SEC. 53. Section 145 of the Financial Code is amended and renumbered to read:145.201. "Shares" has the meaning set forth in Section 184 of the Corporations Code. SEC. 54. Section 146 of the Financial Code is amended and renumbered to read:146.203. "Shareholder" has the meaning set forth in Section 185 of the Corporations Code. SEC. 55. Section 146.3 of the Financial Code is amended and renumbered to read:146.3.205. "State": (a) When used with respect to a corporation, means a corporation that is organized under the laws of a state of the United States. (b) When used with respect to an office of a foreign (other nation) bank, means an office that the bank is authorized to maintain under the laws of a state of the United States. SEC. 56. Section 146.7 of the Financial Code is amended and renumbered to read:146.7.207. "State of the United States" means any state of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, the Virgin Islands, and the Northern Mariana Islands. SEC. 57. Section 148 of the Financial Code is amended and renumbered to read:148.209. "Surviving," when used with respect to a corporation, means a corporation in which one or more other corporations are merged. SEC. 58. Section 148.5 of the Financial Code is amended and renumbered to read:148.5.211. "Uniform Interagency Trust Rating System (UITRS)" shall have the meaning set forth in the policy statement regarding the uniform interagency trust rating system published by the Federal Financial Institutions Examination Council on October 13, 1998 (63 Fed. Reg. 54704). SEC. 59. Section 149.3 of the Financial Code is amended and renumbered to read:149.3.213. "Uniform Rating System for Informational Technology (URSIT)" shall have the meaning set forth in the policy statement regarding the uniform rating system for information technology published by the Federal Financial Institutions Examination Council on January 20, 1999, and implemented on or before April 1, 1999 (64 Fed. Reg. 3109). SEC. 60. Section 150 of the Financial Code is amended and renumbered to read:150.215. "Vote" has the meaning set forth in Section 194 of the Corporations Code. SEC. 61. Section 151 of the Financial Code is amended and renumbered to read:151.217. "Voting power" has the meaning set forth in Section 194.5 of the Corporations Code. SEC. 62. The heading of Chapter 1.5 (commencing with Section 180) of Division 1 of the Financial Code is repealed.CHAPTER 1.5. TRANSITION PROVISIONSSEC. 63. Section 180 of the Financial Code is amended and renumbered to read:180.250. In this chapter, unless the provision or context requires otherwise: (a) "New General Corporation Law" means Division 1 (commencing with Section 100), Title 1 of the Corporations Code, as in effect on and after January 1, 1977. (b) "Prior Banking Law" means this division, as in effect on December 31, 1978. (c) "Prior General Corporation Law" means Division 1 (commencing with Section 100), Title 1 of the Corporations Code, as in effect on December 31, 1976. (d) "Revised Banking Law" means this division, as in effect on and after January 1, 1979. (e) "Subject institution" means: (1) Any corporation incorporated under the laws of this state which is, with the approval of the commissioner, incorporated for the purpose of engaging in, or which is authorized by the commissioner to engage in, the commercial banking business under Division 1 (commencing with Section 99) of the Financial Code. (2) Any corporation incorporated under the laws of this state which is, with the approval of the commissioner, incorporated for the purpose of engaging in, or which is authorized by the commissioner to engage in, the trust business under Division 1 (commencing with Section 99) of the Financial Code. (3) Any corporation incorporated under the laws of this state which is, with the approval of the commissioner, incorporated for the purpose of engaging in, or which is authorized by the commissioner to engage in, business under Article 1 (commencing with Section 3500), Chapter 19 of this division. SEC. 64. Section 181 of the Financial Code is amended and renumbered to read:181.251. For purposes of Chapter 23 (commencing with Section 2300) of the new General Corporation Law, in the case of any subject institution existing on January 1, 1979: (a) The term "new law" shall mean the new General Corporation Law, subject, however, to the provisions of Section 101 of the revised banking law. (b) The term "prior law" shall mean the prior General Corporation Law, subject, however, to the provisions of Section 101 of the prior Banking Law. (c) The term "effective date" shall mean January 1, 1979. SEC. 65. Section 182 of the Financial Code is amended and renumbered to read:182.252. (a)Sections 600 and 600.2 of the revised Banking LawSection 1100 shall not apply to any subject institution existing on January 1, 1979, unless and until an amendment of the articles ofsuchthe subject institution is filed with the Secretary of State pursuant to Section 2302 of the new General Corporation Law. (b) An amendment of the articles of a subject institution existing on January 1, 1979, which is filed with the Secretary of State pursuant to Section 2302 of the new General Corporation Law may be adopted by approval of the board alone in accordance with the second sentence of Section 2302 of the new General Corporation Law, notwithstanding the fact thatsuchthe amendment changessuchthe articles to conform to the provisions ofSections 600 and 600.2 of the revised Banking LawSection 1100 . (c) NeitherArticle 6 (commencing with Section 690), Chapter 5 of the revised Banking LawChapter 6 (commencing with Section 1200) of Division 1.1 nor Section 904 of the new General Corporation Law shall apply to an amendment of the articles of a subject institution existing on January 1, 1979, which is filed with the Secretary of State pursuant to Section 2302 of the new General Corporation Law on account of the fact thatsuchthe amendment conformssuchthe articles to the applicable provisions ofSection 600.2 of the revised Banking LawDivision 1.1 (commencing with Section 1000) . SEC. 66. Section 184 of the Financial Code is amended and renumbered to read:184.253. In case the board of a subject institution has, prior to January 1, 1979, adopted a resolution levying an assessment on the common shares ofsuchthe subject institution in accordance with an order issued by the commissioner pursuant to Section6611151 of the prior Banking Law: (a) If the assessment has, prior to January 1, 1979, become a lien on the common shares in accordance with Section 2704 of the prior General Corporation Law, the assessment shall be collected pursuant to the prior General Corporation Law: (b) Otherwise, the resolution shall be deemed to be rescinded on January 1, 1979. SEC. 67. Section 185 of the Financial Code is amended and renumbered to read:185.254. Article 3 (commencing with Section 640),of Chapter 5 of Division 1.1 of the revised Banking Law applies to any distribution to its shareholders made after January 1, 1979, by a subject institution existing on January 1, 1979, except that any such distribution effected pursuant to a contract for the purchase or redemption of shares entered into by such subject institution prior to January 1, 1979, may be made if permissible under the applicable provisions of the revised Banking Law and the new General Corporation Law or under the applicable provisions of the prior Banking Law and the prior General Corporation Law in effect at the time such contract was entered into. SEC. 68. The heading of Chapter 2 (commencing with Section 200) of Division 1 of the Financial Code is repealed.CHAPTER 2. DEPARTMENT OF FINANCIAL INSTITUTIONSSEC. 69. The heading of Article 1 (commencing with Section 200) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 1. GeneralSEC. 70. Section 200 of the Financial Code is amended and renumbered to read:200.300. (a) In this section: (1) "Business and industrial development corporation" means a corporation licensed under Division 15 (commencing with Section 31000). (2) "Payment instrument" has the same meaning as set forth in Section330591803 . (3) "Traveler's check" has the same meaning as set forth in Section18521803 . (b) There is in the state government, in the Business, Transportation and Housing Agency, a Department of Financial Institutions which has charge of the execution of, among other laws, the laws of this state relating to any of the following: (1) banks or trust companies or the banking or trust business; (2) savings associations or the savings association business; (3) credit unions or the credit union business; (4) persons who engage in the business of receiving money for transmission to foreign nations or such business; (5) issuers of traveler's checks or the traveler's check business; (6) issuers of payment instruments or the payment instrument business; (7) business and industrial development corporations or the business and industrial development corporation business, or (8) insurance premium finance agencies or the insurance premium finance business. SEC. 71. Section 201 of the Financial Code is amended and renumbered to read:201.301. This chapter is applicable to this division, Division1 (commencing with Section 99)1.1 (commencing with Section 1000), Division 1.2 (commencing with Section 2000) , Division 1.5 (commencing with Section 4800), Division 5 (commencing with Section 14000), Division 7 (commencing with Section 18000), and Division 15 (commencing with Section 31000), and Division 16 (commencing with Section 33000). SEC. 72. The heading of Article 2 (commencing with Section 210) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 2. Commissioner of Financial InstitutionsSEC. 73. Section 210 of the Financial Code is amended and renumbered to read:210.320. The chief officer of the Department of Financial Institutions is the Commissioner of Financial Institutions. The Commissioner of Financial Institutions is the head of the department and, except as otherwise provided in this code, is subject to the provisions of the Government Code relating to department heads, but need not reside in Sacramento. SEC. 74. Section 210.5 of the Financial Code is amended and renumbered to read:210.5.321. As of the operative date of this section: (a) In this section, "order" means any approval, consent, authorization, exemption, denial, prohibition, requirement, or other administrative action, applicable to a specific case. (b) The office of the Superintendent of Banks and the State Banking Department are abolished. All powers, duties, responsibilities, and functions of the Superintendent of Banks and the State Banking Department are transferred to the Commissioner of Financial Institutions and the Department of Financial Institutions, respectively. The Commissioner of Financial Institutions and the Department of Financial Institutions succeed to all the rights and property of the Superintendent of Banks and the State Banking Department, respectively; the Commissioner of Financial Institutions and the Department of Financial Institutions are subject to all the debts and liabilities of the Superintendent of Banks and the State Banking Department, respectively, as if the Commissioner of Financial Institutions and the Department of Financial Institutions had incurred them. Any action or proceeding by or against the Superintendent of Banks or the State Banking Department may be prosecuted to judgment, which shall bind the Commissioner of Financial Institutions or the Department of Financial Institutions, respectively, or the Commissioner of Financial Institutions or the Department of Financial Institutions may be proceeded against or substituted in place of the Superintendent of Banks or the State Banking Department, respectively. References in the Constitution of the State of California or in any statute or regulation to the Superintendent of Banks or to the State Banking Department mean the Commissioner of Financial Institutions or the Department of Financial Institutions, respectively. All agreements entered into with, and orders and regulations issued by, the Superintendent of Banks or the State Banking Department shall continue in effect as if the agreements were entered into with, and the orders and regulations were issued by, the Commissioner of Financial Institutions or the Department of Financial Institutions, respectively. (c) The office of the Savings and Loan Commissioner and the Department of Savings and Loan are abolished. All powers, duties, responsibilities, and functions of the Savings and Loan Commissioner and the Department of Savings and Loan are transferred to the Commissioner of Financial Institutions and the Department of Financial Institutions, respectively. The Commissioner of Financial Institutions and the Department of Financial Institutions succeed to all the rights and property of the Savings and Loan Commissioner and the Department of Savings and Loan, respectively; the Commissioner of Financial Institutions and the Department of Financial Institutions are subject to all the debts and liabilities of the Savings and Loan Commissioner and the Department of Savings and Loan, respectively, as if the Commissioner of Financial Institutions and the Department of Financial Institutions had incurred them. Any action or proceeding by or against the Savings and Loan Commissioner or the Department of Savings and Loan may be prosecuted to judgment, which shall bind the Commissioner of Financial Institutions or the Department of Financial Institutions, respectively, or the Commissioner of Financial Institutions or the Department of Financial Institutions may be proceeded against or substituted in place of the Savings and Loan Commissioner or the Department of Savings and Loan, respectively. References in the Constitution of the State of California or in any statute or regulation to the Savings and Loan Commissioner or to the Department of Savings and Loan mean the Commissioner of Financial Institutions or the Department of Financial Institutions, respectively. All agreements entered into with, and orders and regulations issued by, the Savings and Loan Commissioner or the Department of Savings and Loan shall continue in effect as if the agreements were entered into with, and the orders and regulations were issued by, the Commissioner of Financial Institutions or the Department of Financial Institutions. (d) All powers, duties, responsibilities, and functions of the Commissioner of Corporations and the Department of Corporations with respect to credit unions, the credit union business, industrial loan companies, or the industrial loan business are transferred to the Commissioner of Financial Institutions and the Department of Financial Institutions, respectively. The Commissioner of Financial Institutions and the Department of Financial Institutions succeed to all the rights and property of the Commissioner of Corporations and the Department of Corporations, respectively, with respect to credit unions, the credit union business, industrial loan companies, or the industrial loan business; the Commissioner of Financial Institutions and the Department of Financial Institutions are subject to all the debts and liabilities of the Commissioner of Corporations and the Department of Corporations, respectively, with respect to credit unions, the credit union business, industrial loan companies, or the industrial loan business, as if the Commissioner of Financial Institutions and the Department of Financial Institutions had incurred them. Any action or proceeding by or against the Commissioner of Corporations or the Department of Corporations with respect to credit unions, the credit union business, industrial loan companies, or the industrial loan business may be prosecuted to judgment, which shall bind the Commissioner of Financial Institutions or the Department of Financial Institutions, respectively, or the Commissioner of Financial Institutions or the Department of Financial Institutions may be proceeded against or substituted in place of the Commissioner of Corporations or the Department of Corporations, respectively. References in the Constitution of the State of California or any statute or regulation to the Commissioner of Corporations or to the Department of Corporations with respect to credit unions, the credit union business, industrial loan companies, or the industrial loan business mean the Commissioner of Financial Institutions or the Department of Financial Institutions, respectively. All agreements entered into with, and orders and regulations issued by, the Commissioner of Corporations or the Department of Corporations in the exercise of authority under any law relating to credit unions, the credit union business, industrial loan companies, or the industrial loan business, shall continue in effect as if the agreements were entered into with, and the orders and regulations were issued by, the Commissioner of Financial Institutions or the Department of Financial Institutions. SEC. 75. Section 211 of the Financial Code is amended and renumbered to read:211.322. The commissioner is appointed by the Governor, and holds office at the pleasure of the Governor. The appointment of the commissioner is subject to confirmation by the Senate. SEC. 76. Section 212 of the Financial Code is amended and renumbered to read:212.323. The commissioner shall be a citizen of the United States and a resident of the state for at least three years prior to his or her appointment. The commissioner shall be chosen solely for his or her qualifications and fitness to perform the duties of his or her office. SEC. 77. Section 213 of the Financial Code is amended and renumbered to read:213.324. The annual salary of the commissioner is provided for by Chapter 6 (commencing with Section 11550) of Part 1 of Division 3 of Title 2 of the Government Code. SEC. 78. Section 214 of the Financial Code is amended and renumbered to read:214.325. Before entering upon the duties of his or her office, the commissioner shall take and subscribe to the constitutional oath of office and file the same with the Secretary of State. SEC. 79. Section 215 of the Financial Code is amended and renumbered to read:215.326. The commissioner is responsible for the performance of all duties, the exercise of all powers and jurisdiction, and the assumption and discharge of all responsibilities vested by law in the department. The commissioner has and may exercise all the powers necessary or convenient for the administration and enforcement of, among other laws, the laws described in Section200300 . The commissioner may issue such rules and regulations consistent with law as he or she may deem necessary or advisable in executing the powers, duties, and responsibilities of the department. SEC. 80. Section 215.5 of the Financial Code is amended and renumbered to read:215.5.327. (a) The commissioner shall apply the Interagency Guidance on Nontraditional Mortgage Product Risks issued in September 2006 and the Statement on Subprime Mortgage Lending issued in June 2007 by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision, and the National Credit Union Administration to state-regulated financial institutions, including, but not limited to, privately insured, state-chartered credit unions. (b) The commissioner may issue emergency and final regulations to clarify the application of this section as soon as possible. (c) A bank or credit union to which the commissioner applies the documents described in subdivision (a) shall adopt and adhere to policies and procedures that are reasonably intended to achieve the objectives set forth in those documents. SEC. 81. Section 216 of the Financial Code is amended and renumbered to read:216.328. (a) The commissioner may make the agreements that he or she deems necessary or appropriate in exercising his or her powers. (b) (1) The agreements authorized under subdivision (a) may include, but are not limited to, agreements with agencies of this state, of other states of the United States, of the United States, or of foreign nations that regulate financial institutions, relating to examinations of banks, savings associations, credit unions, industrial loan companies, and other matters. (2) Any agreement with a government agency that regulates financial institutions is exempt from the advertising and competitive bidding requirements of the Public Contract Code. SEC. 82. Section 216.3 of the Financial Code is amended and renumbered to read:216.3.329. (a) For purposes of this section, the following definitions apply: (1) "Applicable law" means: (A) With respect to any bank, Division 1.5 (commencing with Section 4800), and any of the following provisions of Division 1 (commencing with Section 99) of the Financial Code: (i) Article5 (commencing with Section 270) of Chapter 26 (commencing with Section 405) of Chapter 3 . (ii) Article 3 (commencing with Section640)1130) of Chapter 5 of Division 1.1 .(iii) Article 4.5 (commencing with Section 670) of Chapter 5.(iv)(iii)Article 6 (commencing with Section 690) of Chapter 5Chapter 6 (commencing with Section 1200) of Division 1.1 .(v)(iv )Chapter 6 (commencing with Section 750)Chapter 10 (commencing with Section 1320)of Division 1.1 .(vi)(v) Chapter10 (commencing with Section 1200)14 (commencing with Section 1460) of Division 1.1 .(vii)(vi) Article 1 (commencing with Section1400) of Chapter 111530) of Chapter 15 of Division 1.1 .(viii)(vii) Chapter12 (commencing with Section 1500)16 (commencing with Section 1550) of Division 1.1 .(ix)(viii) Chapter13.5 (commencing with Section 1700)20 (commencing with Section 1750) of Division 1.1 .(x)(ix) Section286456 .(xi)(x) Section287457 .(xii)(xi) Section289459 .(xiii)(xii) Section290460 .(xiv) Section 1951.(xv) Section 3359.(xvi)(xii) Chapter19 (commencing with Section 3500)21 (commencing with Section 1850) of Division 1.1 . (xvii) Chapter21.5 (commencing with Section 3750)18 (commencing with section 1660) of Division 1.1 . (xviii) Chapter22 (commencing with Section 3800)19 (commencing with Section 1670) of Division 1.1 . (B) With respect to any savings association, any provision of Division 1.5 (commencing with Section 4800) and Division 2 (commencing with Section 5000). (C) With respect to any issuer of traveler's checks, any provision ofChapter 14A (commencing with Section 1851) of Division 1Division 1.2 (commencing with Section 2000) . (D) With respect to any insurance premium finance company, any provision of Division 7 (commencing with Section 18000). (E) With respect to any business and development corporation, any provision of Division 15 (commencing with Section 31000). (F) With respect to any credit union, any of the following provisions: (i) Section 14252. (ii) Section 14253. (iii) Section 14255. (iv) Article 4 (commencing with Section 14350) of Chapter 3 of Division 5. (v) Section 14401. (vi) Section 14404. (vii) Section 14408, only as that section applies to gifts to directors, volunteers, and employees, and the related family or business interests of the directors, volunteers, and employees. (viii) Section 14409. (ix) Section 14410. (x) Article 5 (commencing with Section 14600) of Chapter 4 of Division 5. (xi) Article 6 (commencing with Section 14650) of Chapter 4 of Division 5, excluding subdivision (a) of Section 14651. (xii) Section 14803. (xiii) Section 14851. (xiv) Section 14858. (xv) Section 14860. (xvi) Section 14861. (xvii) Section 14863. (G) With respect to any person licensed to transmit money abroad, any provision of Chapter 14 (commencing with Section 1800).(H) With respect to any person licensed to sell payment instruments, any provision of Division 16 (commencing with Section 33000).(2) "Licensee" means any bank, savings association, credit union, transmitter of money abroad, issuer of payment instruments, issuer of traveler's checks, insurance premium finance agency, or business and industrial development corporation that is authorized by the commissioner to conduct business in this state. (b) Notwithstanding any other provision of this code that applies to a licensee or a subsidiary of a licensee, after notice and an opportunity to be heard, the commissioner may, by order that shall include findings of fact which incorporates a determination made in accordance with subdivision (e), levy civil penalties against any licensee or any subsidiary of a licensee who has violated any provision of applicable law, any order issued by the commissioner, any written agreement between the commissioner and the licensee or subsidiary of the licensee, or any condition of any approval issued by the commissioner. Notwithstanding any other provision of law, neither the commissioner nor any employee of the department shall disclose or permit the disclosure of any record, record of any action, or information contained in a record of any action, taken by the commissioner under the provisions of this section, unless the action was taken pursuant to paragraph (2) of subdivision (b), to persons other than federal or state government employees who are authorized by statute to obtain the records in the performance of their official duties, unless the disclosure is authorized or requested by the affected licensee or the affected subsidiary of the licensee. The commissioner shall have the sole authority to bring any action with respect to a violation of applicable law subject to a penalty imposed under this section. Except as provided in paragraphs (1) and (2), any penalty imposed by the commissioner may not exceed one thousand dollars ($1,000) a day, provided that the aggregate penalty of all offenses in any one action against any licensee or subsidiary of a licensee shall not exceed fifty thousand dollars ($50,000). (1) If the commissioner determines that any licensee or subsidiary of the licensee has recklessly violated any applicable law, any order issued by the commissioner, any provision of any written agreement between the commissioner and the licensee or subsidiary, or any condition of any approval issued by the commissioner, the commissioner may impose a penalty not to exceed five thousand dollars ($5,000) per day, provided that the aggregate penalty of all offenses in an action against any licensee or subsidiary of a licensee shall not exceed seventy-five thousand dollars ($75,000). (2) If the commissioner determines that any licensee or subsidiary of the licensee has knowingly violated any applicable law, any order issued by the commissioner, any provision of any written agreement between the commissioner and the licensee or subsidiary, or any condition of any approval issued by the commissioner, the commissioner may impose a penalty not to exceed ten thousand dollars ($10,000) per day, provided that the aggregate penalty of all offenses in an action against any licensee or subsidiary of a licensee shall not exceed 1 percent of the total assets of the licensee or subsidiary of a licensee subject to the penalty. (c) Nothing in this section shall be construed to impair or impede the commissioner from pursuing any other administrative action allowed by law. (d) Nothing in this section shall be construed to impair or impede the commissioner from bringing an action in court to enforce any law or order he or she has issued, including orders issued under this section. Nothing in this section shall be construed to impair or impede the commissioner from seeking any other damages or injunction allowed by law. (e) In determining the amount and the appropriateness of initiating a civil money penalty under subdivision (b), the commissioner shall consider all of the following: (1) Evidence that the violation or practice or breach of duty was intentional or was committed with a disregard of the law or with a disregard of the consequences to the institution. (2) The duration and frequency of the violations, practices, or breaches of duties. (3) The continuation of the violations, practices, or breaches of duty after the licensee or subsidiary of the licensee was notified, or, alternatively, its immediate cessation and correction. (4) The failure to cooperate with the commissioner in effecting early resolution of the problem. (5) Evidence of concealment of the violation, practice, or breach of duty or, alternatively, voluntary disclosure of the violation, practice, or breach of duty. (6) Any threat of loss, actual loss, or other harm to the institution, including harm to the public confidence in the institution, and the degree of that harm. (7) Evidence that a licensee or subsidiary of a licensee received financial gain or other benefit as a result of the violation, practice, or breach of duty. (8) Evidence of any restitution paid by a licensee or subsidiary of a licensee of losses resulting from the violation, practice, or breach of duty. (9) History of prior violations, practices, or breaches of duty, particularly where they are similar to the actions under consideration. (10) Previous criticism of the institution for similar actions. (11) Presence or absence of a compliance program and its effectiveness. (12) Tendency to engage in violations of law, unsafe or unsound banking practices, or breaches of duties. (13) The existence of agreements, commitments, orders, or conditions imposed in writing intended to prevent the violation, practice, or breach of duty. (14) Whether the violation, practice, or breach of duty causes quantifiable, economic benefit or loss to the licensee or the subsidiary of the licensee. In those cases, removal of the benefit or recompense of the loss usually will be insufficient, by itself, to promote compliance with the applicable law, order, or written agreement. The penalty amount should reflect a remedial purpose and should provide a deterrent to future misconduct. (15) Other factors as the commissioner may, in his or her opinion, consider relevant to assessing the penalty or establishing the amount of the penalty. (f) The amounts collected under this section shall be deposited in the appropriate fund of the department. For purposes of this subdivision, the term "appropriate fund" means the fund to which the annual assessments of fined licensees, or the parent licensee of the fined subsidiary, are credited. SEC. 83. Section 217 of the Financial Code is amended and renumbered to read:217.330. The authority vested in the Superintendent of Banks under subdivision (2) of Section 1 of Article XV of the California Constitution is delegated to the commissioner. SEC. 84. Section 218 of the Financial Code is amended and renumbered to read:218.331. Notwithstanding any other provision of law, the commissioner may adopt and implement any method of accepting electronic filings of applications, reports, or other matters, which, in the opinion of the commissioner, is secure. Any method of electronic filing chosen by the commissioner shall include a method to verify the identity of the person making the filing. The verification shall be deemed to satisfy all other verifications required by this division, and shall have the same force and effect as the use of manual signatures. SEC. 85. Section 219 of the Financial Code is amended and renumbered to read:219.332. (a) (1) In this section, "federal law" includes, but is not limited to, the United States Constitution, any federal statute, any federal court decision, and any regulation, circular, bulletin, interpretation, decision, order, and waiver issued by a federal agency. (2) The definitions set forth in Section 1700 apply to this section. (b) (1) Notwithstanding any other provision of law, except as provided in subdivision (c), if the commissioner finds that any provision of federal law applicable to national banking associations doing business in this state is substantively different from the provisions of this code applicable to banks organized under the laws of this state, the commissioner may by regulation make that provision of federal law applicable to banks organized under the laws of this state. (2) If the commissioner finds that any provision of federal law applicable to foreign (other nation) banks with respect to federal agencies or federal branches in this state is substantively different from the provisions of this code applicable to foreign (other nation) banks with respect to agencies or branch offices licensed by the commissioner under Chapter 13.5 (commencing with Section 1700), the commissioner may by regulation make that provision of federal law applicable to foreign (other nation) banks with respect to agencies or branch offices licensed by the commissioner under Chapter 13.5. (c) (1) Section 11343.4 and Article 5 (commencing with Section 11346) and Article 6 (commencing with Section 11349) of Chapter 3.5 of Part 1 of Division 3 of Title 2 of the Government Code do not apply to any regulation adopted under subdivision (b). (2) The commissioner shall file any regulation adopted pursuant to subdivision (b), together with a citation to this section as authority for the adoption and a citation to the provisions of federal law made applicable by the regulation, with the Office of Administrative Law for filing with the Secretary of State and publication in the California Code of Regulations. (3) Any regulation adopted under subdivision (b) shall become effective on the date when it is filed with the Secretary of State unless the commissioner prescribes a later date in the regulation or in a written instrument filed with the regulation. (4) Any regulation adopted under subdivision (b) shall expire at 12 p.m. on December 31 of the year following the calendar year in which it becomes effective. (5) Any regulation adopted pursuant to subdivision (b) shall be subject to the following restrictions: (A) The commissioner shall not renew or reinstate the regulation adopted pursuant to subdivision (b). (B) The commissioner shall not adopt a new regulation pursuant to subdivision (b), to address the same conformity issue that was addressed by the regulation that expired pursuant to subdivision (c). (d) The commissioner may adopt regulations pursuant to subdivision (b) that are exempt from the expiration and restrictions of subdivision (c) if the regulations are adopted in compliance with all provisions of Chapter 3.5 (commencing with Section 11340) of Part 1 of Division 3 of the Government Code, including those listed in paragraph (1) of subdivision (c). SEC. 86. Section 220 of the Financial Code is amended and renumbered to read:220.333. The powers of supervision and examination of all licensees are vested in the commissioner. SEC. 87. Section 221 of the Financial Code is amended and renumbered to read:221.334. The commissioner may promulgate or waive such rules and regulations as may be reasonable or necessary to carry out his or her duties and responsibilities. SEC. 88. Section 222 of the Financial Code is amended and renumbered to read:222.335. (a) The commissioner, whenever in his or her opinion such action is necessary or appropriate to carry out his or her duties, may call a meeting of the board of directors of a licensee. (b) A meeting of the board of a licensee called by the commissioner shall be held upon four days' notice by first class mail or 24 hours' notice delivered personally or by telephone. The notice shall be given by the commissioner or, if the commissioner so orders, by an officer of the licensee. (c) A meeting of the board of a licensee called by the commissioner shall be held at a place within this state as may be designated by the commissioner and specified in the notice of the meeting. (d) The expenses of a meeting of the board of a licensee called by the commissioner shall be paid by the licensee. SEC. 89. Section 223 of the Financial Code is amended and renumbered to read:223.336. The commissioner may, at any time, require a licensee to write down any asset held by the licensee to a valuation that will represent the asset's then fair market value. SEC. 90. The heading of Article 3 (commencing with Section 230) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 3. Deputies and EmployeesSEC. 91. Section 230 of the Financial Code is amended and renumbered to read:230.350. The commissioner shall appoint a chief deputy who holds office at the pleasure of the commissioner. The annual salary of the chief deputy shall be fixed by the commissioner with the approval of the Director of Finance. The chief deputy shall have the same qualifications as the commissioner. The commissioner shall also appoint two deputies, one to serve in the City and County of San Francisco and one to serve in the City of Los Angeles. SEC. 92. Section 230.5 of the Financial Code is amended and renumbered to read:230.5.351. The Chief Officer of the Division of Credit Unions is the Deputy Commissioner of Financial Institutions for the Division of Credit Unions. The Deputy Commissioner of Financial Institutions for the Division of Credit Unions shall administer the laws of this state relating to credit unions or the credit union business under the direction of the commissioner. The Deputy Commissioner of Financial Institutions for the Division of Credit Unions shall be appointed by the Governor and shall hold office at the pleasure of the Governor. The Deputy Commissioner of Financial Institutions shall receive an annual salary as fixed by the Governor. SEC. 93. Section 231 of the Financial Code is amended and renumbered to read:231.352. The commissioner may employ deputies in addition to the chief deputy, and examiners, appraisers, technical assistants, investigators, administrative assistants, clerks, and other employees that he or she may need to discharge in a proper manner the duties imposed upon him or her by law. He or she shall prescribe their duties and fix their compensation in accordance with classifications made by the State Personnel Board. The commissioner may also, at those times and on those terms as may be approved by the Governor, employ those attorneys as he or she may need. SEC. 94. Section 232 of the Financial Code is amended and renumbered to read:232.353. Before entering upon the duties of his office each deputy and examiner shall take and subscribe to the constitutional oath of office and file the same with the Secretary of State. SEC. 95. Section 233 of the Financial Code is amended and renumbered to read:233.354. The commissioner may require, at any time, of any deputy, examiner, or other employee of the department, an official bond in such amount as the commissioner may deem necessary. The premium for bonds required by the commissioner shall be an expense of the department. SEC. 96. Section 234 of the Financial Code is amended and renumbered to read:234.355. Neither the commissioner nor any deputy or employee of the department shall do or be any of the following with respect to any bank, savings association, credit union, or industrial loan company supervised by the department: (a) Be indebted, directly or indirectly, as borrower, endorser, surety, or guarantor to any such bank, savings association, credit union, or industrial loan company. (b) Be an officer, director, or employee of any such bank, savings association, credit union, or industrial loan company. (c) Own or deal in directly or indirectly, the shares or obligations of any such bank, savings association, credit union, or industrial loan company. (d) Be interested in or, directly or indirectly, receive from any such bank, savings association, credit union, or industrial loan company or any officer, director, or employee thereof, any salary, fee, compensation, or other valuable thing by way of gift, credit, compensation for services, or otherwise. However, this subdivision does not prohibit any person from being interested in or directly or indirectly receiving (1) anything which is expressly excluded from a definition of "gift" or "honorarium" in the Political Reform Act of 1974 (Title 9 (commencing with Section 81000) of the Government Code) or in regulations issued under the Political Reform Act of 1974 by the Fair Political Practices Commission or (2) anything which, if received by the commissioner, would constitute a gift or honorarium within the meaning of the Political Reform Act of 1974 or regulations issued under the Political Reform Act of 1974 by the Fair Political Practices Commission but which the commissioner would not be prohibited from receiving under the Political Reform Act of 1974 or regulations issued under the Political Reform Act of 1974 by the Fair Political Practices Commission. (e) Be interested in or engage in the negotiation of any loan to, obligation of, or accommodation for another person to or with any such bank, savings association, credit union, or industrial loan company. Notwithstanding the foregoing the commissioner and any deputy or employee may have and maintain one or more deposit or similar accounts in any bank, savings association, credit union, or industrial loan company in this state and may maintain with any bank, savings association, credit union, or industrial loan company in this state a loan which was not obtained in violation of this section if the person reports the loan in writing to the department within 30 days after the person commences his or her term of appointment or employment with the department and if the loan is not renewed, renegotiated, extended, or otherwise modified on or after July 1, 1997. A violation of this section by any person shall constitute sufficient grounds for his or her removal or discharge. SEC. 97. Section 235 of the Financial Code is amended and renumbered to read:235.356. If the commissioner is unable to perform his or her duties for more than 30 consecutive days or if the office of the commissioner becomes vacant, the chief deputy shall have all the powers and duties of the commissioner until the return or recovery of the commissioner, or, in case of a vacancy, until a new commissioner is appointed by the Governor and qualifies to hold office. SEC. 98. Section 236 of the Financial Code is amended and renumbered to read:236.357. If a deputy commissioner or any examiner has knowledge of the insolvency or unsafe condition of any licensee and willfully fails to report that fact to the commissioner in writing, he or she is guilty of a felony. SEC. 99. The heading of Article 4 (commencing with Section 250) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 4. Administration of DepartmentSEC. 100. The heading of Chapter 2 (commencing with Section 250) is added to Division 1 of the Financial Code, to read: CHAPTER 2. TRANSITION PROVISIONS SEC. 101. Section 250 of the Financial Code is amended and renumbered to read:250.370. The commissioner may have an office in the City of Sacramento, the City of Los Angeles, the City of San Diego, the City and County of San Francisco, or any other location in the state that he or she considers appropriate. The commissioner shall provide at the expense of the department such office space, furniture, and equipment as may be necessary or convenient for the transaction of the business of the department. SEC. 102. Section 250.5 of the Financial Code is amended and renumbered to read:250.5.371. There is in the Department of Financial Institutions, the Division of Credit Unions. The Division of Credit Unions has charge of the execution of the laws of this state relating to credit unions and to the credit union business. SEC. 103. Section 251 of the Financial Code is amended and renumbered to read:251.372. The department may expend moneys in accordance with law for the necessary travel expenses of officers and employees of the department while traveling in the line of their duties either within or without the State. SEC. 104. Section 252 of the Financial Code is amended and renumbered to read:252.373. The commissioner shall adopt and keep an official seal. Papers executed by the commissioner in his or her official capacity pursuant to law and bearing the seal, or copies thereof certified by him or her, shall be received in evidence in like manner as the original and may be recorded in the same manner and with the same effect as a deed regularly acknowledged. SEC. 105. Section 253 of the Financial Code is amended and renumbered to read:253.374. (a) Whenever it is necessary for the commissioner to approve any instrument and to affix his or her official seal thereto, the commissioner shall charge a fee of twenty-five dollars ($25) therefor. (b) Whenever it is proper for the department to furnish a copy of any paper that has been filed therein and to certify to the paper, the commissioner may charge twenty-five cents ($0.25) for each page copied. (c) Whenever the commissioner is required or requested to certify copies of documents, the commissioner may charge a fee of twenty-five dollars ($25) for certifying the copied documents and for affixing his or her official seal. SEC. 106. Section 255 of the Financial Code is amended and renumbered to read:255.375. Official reports made by the commissioner and verified reports of an examination made by the commissioner, exclusively or in conjunction with or with assistance from any agency of the United States, of a state of the United States, or of a foreign nation are prima facie evidence of the facts stated in the reports for all purposes. SEC. 107. Section 258 of the Financial Code is amended and renumbered to read:258.376. At least once each month, the commissioner shall issue and disseminate as the commissioner deems appropriate a bulletin containing the following information: (a) Information regarding any of the following actions taken since issuance of the previous bulletin: (1) The filing, approval, or denial under Chapter 3 (commencing with Section 350) of an application for authority to organize a California state bank, or the issuance under Chapter 3 of a certificate of authority to a California state bank. (2) The filing, approval, or denial under Article 1 (commencing with Section 5400) of Chapter 2 of Division 2 of an application for the issuance of an organizing permit for the organization of a California savings association, or for the issuance under Article 2 (commencing with Section 5500) of Chapter 2 of Division 2 of a certificate of authority to a California savings association. (3) The filing, approval, or denial under Article 2 (commencing with Section 14150) of Chapter 2 of Division 5 of an application for a certificate to act as a credit union, or the issuance of a certificate to engage in the business of a credit union. (4) The filing, approval, or denial under Chapter 14 (commencing with Section 1800),Chapter 14A (commencing with Section 1851),Division 7 (commencing with Section 18000), or Division 15 (commencing with Section 31000), or Division 16 (commencing with Section 33000)of an application for a license to engage in business, or the issuance under any of those laws of a license to engage in business. (5) The filing, approval, or denial under Chapter 13.5 (commencing with Section 1700) of an application by a foreign (other nation) bank to establish its first office of any particular class (as determined under Section 1701) in this state, or the issuance under that chapter of a license in connection with the establishment of such an office. (6) The filing, approval, or denial under Division 1.5 (commencing with Section 4800) of an application for approval of a sale, merger, or conversion. (7) The filing, approval, or denial under Article 6 (commencing with Section 5700) of Chapter 2 of Division 2 of an application for approval of a conversion of a federal savings association into a state savings association, or the filing of a federal charter of a state savings association that has converted to a federal savings association. (8) The filing, approval, or denial under Article 7 (commencing with Section 5750) of Chapter 2 of Division 2 of an application for approval of a reorganization, merger, consolidation, or transfer of assets of a state savings association. (9) The filing, approval, or denial under Chapter 9 (commencing with Section 15200) of Division 5 of an application for approval of a merger, dissolution, or conversion of a credit union. (10) The taking of possession of the property and business of a California state bank, savings association, credit union, or person licensed by the commissioner under any of the laws cited in paragraph (2). (b) Other information as the commissioner deems appropriate. SEC. 108. Section 259 of the Financial Code is amended and renumbered to read:259.377. Notwithstanding any other provision of this code, whenever any provision of this division requires the pledge of securities to be deposited with the Treasurer, to insure the performance of any act or duty, the securities after first being approved by the commissioner and upon the written order of the commissioner, shall be deposited with the Treasurer. The Treasurer, with the consent of the owner of the securities deposited or to be deposited with the Treasurer, may place the securities in the custody of a qualified trust company or bank in the same manner and under the same conditions provided in Article 3 (commencing with Section 16550) of Chapter 4 of Part 2 of Division 4 of Title 2 of the Government Code. SEC. 109. Section 260 of the Financial Code is amended and renumbered to read:260.378. Whenever the commissioner is notified of or discovers a violation of the state law punishable by criminal penalties, he or she shall promptly advise the Attorney General. SEC. 110. Section 261 of the Financial Code is amended and renumbered to read:261.379. (a) For the purposes of this section the following definitions shall apply: (1) "Control" has the meaning set forth in subdivision (b) of Section 700. "Control" also means the ownership of a subject person by means of sole proprietorship, partnership, or by any other similar means. (2) "Controlling person" means a person who, directly or indirectly, controls a subject person. (3) "Subject person" means any of the following: (A) A commercial bank, industrial bank, trust company, savings association, or credit union incorporated under the laws of this state. (B) A person licensed by the commissioner underChapter 14 (commencing with Section 1800)Division 1.2 (commencing with Section 2000) to receive money for transmission to foreign countries. (C) A person authorized by the commissioner pursuant to Section18032004 to act as an agent of a person licensed by the commissioner to receive money for transmission to foreign countries. (D) A person licensed by the commissioner pursuant to Division 7 (commencing with Section 18000) to transact business as a premium finance agency. (E) A person licensed by the commissioner pursuant to Division 15 (commencing with Section 31000) to transact business as a business and industrial development corporation. (F) A person licensed by the commissioner pursuant to Division16 (commencing with Section 33000)1.2 (commencing with Section 2000) to engage in the business of selling payment instruments in this state issued by the licensee. (G) A corporation incorporated under the laws of this state for the purpose of engaging in, or that is authorized by the commissioner to engage in, business pursuant to Article 1 (commencing with Section3500) of Chapter 191850) of Chapter 21 of Division 1.1 . (H) A foreign corporation that is licensed by the commissioner pursuant to Article 1 (commencing withSection 3500) of Chapter 191850) of Chapter 21 of Division 1.1 to maintain an office in this state and to transact at that office business pursuant to Article 1 (commencing with Section3500) of Chapter 191850) of Chapter 21 of Division 1.1 . (b) Notwithstanding any other provision of law, and subject to subdivision (c), the commissioner may deliver, or cause to be delivered, to local, state, or federal law enforcement agencies fingerprints taken of any of the following: (1) An applicant for employment with the department. (2) A person licensed, or proposed to be licensed, as a subject person. (3) A director, officer, or employee of an existing or proposed subject person. (4) An existing or proposed controlling person of a subject person. (5) A director, officer, or employee of an existing or proposed controlling person of a subject person. (6) A director, officer, or employee of an existing or proposed affiliate of a subject person. (c) The authorization in subdivision (b) may only be used by the department for the purpose of obtaining information regarding an individual as to the existence and nature of the criminal record, if any, of that individual relating to convictions, and to any arrest for which the individual is released on bail or on his or her own recognizance pending trial, for the commission or attempted commission of a crime involving robbery, burglary, theft, embezzlement, fraud, forgery, bookmaking, receiving stolen property, counterfeiting, or involving checks or credit cards or using computers. (d) No request shall be submitted pursuant to this section without the written consent of the person affected. (e) Any criminal history information obtained pursuant to this section shall be confidential and no recipient shall disclose its contents other than for the purpose for which it was acquired. SEC. 111. Section 262 of the Financial Code is amended and renumbered to read:262.380. (a) The commissioner shall inform the Commissioner of Corporations and other appropriate state and federal officials charged with the regulation of financial institutions or securities transactions of any enforcement actions, including, but not limited to, civil or criminal actions, cease and desist orders, license or authorization suspensions or revocations, or an open investigation. (b) The commissioner shall inform the Commissioner of Corporations and other appropriate state and federal officials charged with the regulation of financial institutions or securities transactions if it appears that any bank, bank holding company, savings association, savings and loan holding company, credit union, industrial loan company, industrial loan holding company, or other licensee of the department is conducting its business in a fraudulent, unsafe, unsound, or injurious manner, or has suffered or will suffer substantial financial loss or damage, and it appears to the commissioner that the information is relevant to the regulatory activities of the other agency. SEC. 112. Section 263 of the Financial Code is amended and renumbered to read:263.381. Chapter 5 (commencing with Section 11500) of Part 1 of Division 3 of Title 2 of the Government Code does not apply to hearings conducted by the department. SEC. 113. The heading of Article 4.5 (commencing with Section 265) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 4.5. Financial Institutions FundSEC. 114. Section 265 of the Financial Code is amended and renumbered to read:265.400. As of the operative date of this section, there is established a Financial Institutions Fund in the State Treasury. Except as otherwise provided in Division 5 (commencing with Section 14000), all money collected or received by the commissioner under this code shall be deposited with the Treasurer to the credit of the Financial Institutions Fund. SEC. 115. The heading of Article 5 (commencing with Section 270) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 5. State Banking AccountSEC. 116. Section 270 of the Financial Code is amended and renumbered to read:270.405. (a) The commissioner shall annually collect pro rata from the banks and trust companies under the supervision of the department a fund in amount sufficient in the commissioner's judgment to meet the expenses of the department in administering laws relating to banks or trust companies or to the banking or trust business that are not otherwise provided for and to provide a reasonable reserve for contingencies. (b) The amount of the annual assessment for the fund on any bank or trust company shall not be less than five thousand dollars ($5,000). Above that minimum amount, except as otherwise provided subdivision (c), the annual assessment shall not exceed the sum of the products of a base assessment rate, or percentage thereof, and segregated portions of its total resources, according to the following table: Segregated Total Resources Percentage of Base (In Millions or Fractions Thereof) Assessment Rate First $2 100.0 Next $18 50.0 Next $80 12.0 Next $100 6.25 Next $800 6.0 Next $1,000 4.0 Next $4,000 3.5 Next $14,000 3.0 Next $20,000 2.5 Excess over $40,000 1.5 (c) (1) For purposes of determining the annual assessment on banks and trust companies that have one or more foreign (other state) branch offices, the resources of foreign (other state) branch offices shall be excluded from total resources, except that the commissioner may order the resources of foreign (other state) branch offices to be included in total resources if and to the extent that it is necessary in the commissioner's judgment to meet the expenses of the department on account of foreign (other state) branch offices and a reasonable reserve for contingencies. (2) If the commissioner finds that a bank or trust company allocated any resource to a foreign (other state) branch office for the purpose, in whole or in part, of reducing its annual assessment, the commissioner may, for purposes of calculating the annual assessment on the bank or trust company, reallocate the resource to the bank's or trust company's head office. (d) The base assessment rate shall be set by the commissioner from time to time at the commissioner's discretion, not to exceed two dollars and twenty cents ($2.20) per one thousand dollars ($1,000) of total resources. SEC. 117. Section 271 of the Financial Code is amended and renumbered to read:271.406. The commissioner shall annually collect from national banking associations and foreign (other state) banks operating trust departments in this state an annual assessment to meet expenses of the department, not exceeding one one-hundredth of 1 percent of the amount required by law to be deposited with the Treasurer as surety for the faithful performance and execution of all court and private trusts accepted by them. SEC. 118. Section 271.5 of the Financial Code is amended and renumbered to read:271.5.407. Whenever the commissioner makes an assessment pursuant to Section270405 or271406 , the commissioner shall fix the date when the assessment is due and payable and shall mail or otherwise deliver to each bank and trust company assessed an invoice showing the amount of its assessment and the date when the assessment is due and payable. SEC. 119. Section 272 of the Financial Code is amended and renumbered to read:272.408. The commissioner, in addition to the annual assessment, shall collect from each bank authorized to engage in the trust business, to defray the cost of examination, a fee not to exceed seventy-five dollars ($75) per hour for each examiner necessarily engaged in the examination of the trust company, trust business, or trust department. The commissioner shall assess the fee upon completion of the examination of the trust company or trust business and shall mail or otherwise deliver an invoice for the fee to the institution. The institution shall pay the fee within 30 days after the invoice is mailed or otherwise delivered to it. SEC. 120. Section 273 of the Financial Code is amended and renumbered to read:273.409. If any bank or trust company fails to make timely payment of any assessment made pursuant to Section270, 271, or 272405, 406, or 408 , the commissioner may, in the commissioner's sole discretion, (a) cancel the certificate of authority of the bank or trust company to conduct a banking or trust business or (b) levy a civil penalty pursuant to Section216.3329 . SEC. 121. Section 273.5 of the Financial Code is amended and renumbered to read:273.5.410. As of the operative date of this section: (a) The State Banking Fund is converted into a separate account in the Financial Institutions Fund and designated as the State Banking Account. (b) All moneys and other assets and all liabilities of the State Banking Fund shall be transferred to the State Banking Account. SEC. 122. Section 274 of the Financial Code is amended and renumbered to read:274.411. Except as otherwise provided in Section 276 or 277, all salaries and other expenses of the department, other than those incurred in administering laws relating to savings associations or the savings association business, credit unions or the credit union business, industrial banks, the industrial banking business, insurance premium finance agencies, the insurance premium finance business, or Article 2 (commencing with Section 53630) of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code, shall be paid out of the State Banking Account in the Financial Institutions Fund. Salaries and other expenses incurred in the liquidation or conservation of any bank (other than an industrial bank) or of any person licensed underChapter 14 (commencing with Section 1800), Chapter 14A (commencing with Section 1851),Division 1.2 (commencing with Section 2000) or Division 15 (commencing with Section 31000),or Division 16 (commencing with Section 33000),including the compensation of employees of the department to the extent that they are engaged in that liquidation or conservation, if possible, and if advanced from the State Banking Account in the Financial Institutions Fund, shall constitute a first charge against the assets of the bank or licensee, as the case may be. Salaries and other expenses incurred in the liquidation or conservation of any industrial bank, including the compensation of employees of the department to the extent that they are engaged in that liquidation or conservation, if possible, and if advanced from the Industrial Bank Account in the Financial Institutions Fund, shall constitute a first charge against the assets of the industrial bank. SEC. 123. Section 275 of the Financial Code is amended and renumbered to read:275.412. The commissioner shall deliver all moneys received or collected by the commissioner under Section270, 271, or 272405, 406, or 408 or otherwise, other than moneys received or collected by the commissioner under laws relating to savings associations, the savings association business, credit unions, the credit union business, industrial banks, the industrial banking business, insurance premium finance agencies, the insurance premium finance business, or Article 2 (commencing with Section 53630) of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code, to the Treasurer, who shall deposit the moneys to the credit of the State Banking Account of the Financial Institutions Fund. SEC. 124. Section 276 of the Financial Code is amended and renumbered to read:276.413. (a) In this section, "assessment statute" means any statute that authorizes the commissioner to make or collect an assessment (other than a fine) on financial institutions, including the following: (1) Sections270 to 271.5405 to 407 , inclusive. (2) Section1801.12042 . (3) Section 33302. (4) Article 2 (commencing with Section 8030) of Chapter 7 of Division 2. (5) Article 4 (commencing with Section 14350) of Chapter 3 of Division 5. (6) Section14021532 . (b) The commissioner may charge to and collect from the Financial Institutions Fund, the Credit Union Fund, each of the accounts included in the Financial Institutions Fund, and each of the programs included in the State Banking Account an amount equal to the fund's, account's, or program's pro rata share of those expenses of the department which, in the opinion of the commissioner, it is not feasible to attribute to any single one of the funds, accounts, or programs. The fund's, account's, or program's pro rata share shall be determined and paid in the manner and at the time ordered by the commissioner. (c) The provisions of any assessment statute that authorize the commissioner to make or collect an assessment for the purposes specified in the assessment statute include authority for the commissioner to make and collect an assessment for the additional purpose of providing money in an amount that will, in the commissioner's judgment, be sufficient to make payments that may be required under subdivision (b). SEC. 125. Section 277 of the Financial Code is amended and renumbered to read:277.414. Notwithstanding any other provision of this code or of Section 53667 of the Government Code, the commissioner may, at any time during a fiscal year, pay any expense of the department from any of the following accounts and funds: the State Banking Account, the Savings and Loan Account, the Industrial Bank Account, the Financial Institutions Fund, the Credit Union Fund, and the Local Agency Deposit Security Fund. However, if the commissioner pays an expense of the department from an account or fund from which the expense is not, except for this section, permitted to be paid, the commissioner shall, as of a date within that fiscal year, reimburse the account or fund from which the expense was paid by making a transfer from the account or fund from which the expense would have been permitted to be paid. SEC. 126. The heading of Article 6 (commencing with Section 280) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 6. General Operational ProvisionsSEC. 127. Section 280 of the Financial Code is amended and renumbered to read:280.450. (a) In this section, "governmental agency" includes, without limitation, any agency of this state, of any other state of the United States, of the United States, or of any foreign nation. (b) The commissioner may furnish information to a governmental agency that regulates financial institutions. (c) The commissioner may furnish to a governmental agency that administers a loan guarantee or similar program, information relating to a person who participates in the program. (d) The commissioner may furnish to a governmental agency that regulates business activities, other than the type described in subdivision (b), information relating to any of the following: (1) A suspected violation of a law administered by the agency. (2) A person involved in an application to the agency for a license, approval, or other authorization. (e) The commissioner may furnish to a governmental agency that is a law enforcement agency information relating to a suspected crime. (f) The commissioner may furnish information to any person who provides share insurance or guaranty of the shares of a credit union in accordance with Section 14858, 16004, or 16503. (g) The commissioner may furnish confidential information regarding a licensee to the directors, officers, employees, attorneys, accountants, and consultants of that licensee in accordance with Section282452 . (h) This section does not prescribe the only circumstances under which the commissioner may furnish information. SEC. 128. Section 281 of the Financial Code is amended and renumbered to read:281.451. With the prior approval of the commissioner, a foreign (other state) or foreign (other nation) financial institutions regulatory agency may examine a licensee and any of its offices, provided that the agency has a regulatory interest in the licensee. Any regulatory agency approved by the commissioner under this section shall be considered a supervisory agency under subdivision (f) of Section 7480 of the Government Code. SEC. 129. Section 282 of the Financial Code is amended and renumbered to read:282.452. (a) Directors, officers, employees, attorneys, accountants, or consultants of a licensee may not disclose in any manner to any person confidential information regarding the licensee received from the commissioner. The prohibition in this section shall not apply to disclosures of confidential information by directors, officers, employees, attorneys, accountants, or consultants of the licensee: (1) Made pursuant to a subpoena or other discovery proceeding. (2) Made to any state or federal prosecuting or investigatory agency or authority. (3) Made to any state, federal, or foreign (other nation) financial institutions regulatory agency that has a direct regulatory interest in the licensee. (4) Made to any state or federal taxing agency. (5) Made as otherwise required by law. (6) Made as otherwise authorized by the commissioner in writing. (b) Any director, officer, employee, attorney, accountant, or consultant that discloses confidential information in a manner other than allowed by this section shall be liable for a civil penalty not to exceed fifty thousand dollars ($50,000). The commissioner may impose a penalty under this section in accordance with the procedures set forth in Section216.3329 . (c) The prohibition set forth in subdivision (a) shall not apply to any discussion, analysis, or other use of confidential information provided by the commissioner that occurs between directors, officers, employees, attorneys, accountants, or consultants of the licensee. SEC. 130. Section 283 of the Financial Code is amended and renumbered to read:283.453. Every licensee shall make and file with the commissioner whenever required by him or her a report in any form as the commissioner may prescribe and verified in any manner the commissioner prescribes, showing its financial condition and any other information as the commissioner may require at the close of business on any day designated by him or her. Any verification shall state that each of the officers making the verification has a personal knowledge of the matters in the report and that each of them believes that each statement in the report is true. SEC. 131. Section 284 of the Financial Code is amended and renumbered to read:284.454. The commissioner shall call for the report specified in Section 283 from all licensees at least four times each year upon dates selected by the commissioner. SEC. 132. Section 285 of the Financial Code is amended and renumbered to read:285.455. The commissioner may at any time require any licensee to make and file with him or her a special report furnishing any information as the commissioner may specify when necessary to inform him or her fully of the actual financial condition and all other affairs of the licensee. The reports shall be in the form and filed on a date prescribed by the commissioner and shall, if required by the commissioner, be verified in any manner that he or she prescribes. SEC. 133. Section 286 of the Financial Code is amended and renumbered to read:286.456. Every licensee shall keep its corporate records, financial records, and books of account in words and figures of the English language and in form satisfactory to the commissioner. SEC. 134. Section 287 of the Financial Code is amended and renumbered to read:287.457. Every licensee shall notify the commissioner of any change in the following officers of the licensee, to the extent that those officers exist within the licensee: chairperson, chief executive officer, president, general manager, managing officer, chief financial officer, or chief credit officer. SEC. 135. Section 288 of the Financial Code is amended and renumbered to read:288.458. (a) Each report required under thisarticlechapter , or under any other provision of law administered by the commissioner, shall be filed with the commissioner at the time that the commissioner may require. If any licensee fails to make any required report at the time specified by the commissioner or fails to include therein any matter required by thisarticlechapter , any provision of law administered by the commissioner, or by the commissioner, it shall be liable to the people of this state in the sum of not more than one hundred dollars ($100) for each day that the report is delayed or withheld by the failure or neglect of the licensee. (b) The provisions of Section216.3329 shall not apply to this section. SEC. 136. Section 289 of the Financial Code is amended and renumbered to read:289.459. (a) Every licensee shall file with the commissioner one copy of all material filed by the licensee with any applicable federal financial institutions regulatory agency, law enforcement agency, or other federal agency that is required to be filed by law or order of the agency. (b) Each copy required to be filed pursuant to subdivision (a) shall be filed with the commissioner on or before the date upon which the original is filed with the federal regulatory agency and shall be available for inspection by the public except to the extent the information contained therein is accorded confidential treatment under federal law or regulations. That material shall be open for inspection by the Attorney General. SEC. 137. Section 290 of the Financial Code is amended and renumbered to read:290.460. Any person intentionally making a false statement in any report required to be rendered under this article or other provision of law administered by the commissioner is guilty of perjury. SEC. 138. Section 291 of the Financial Code is amended and renumbered to read:291.461. Any debt due a licensee on which interest is past due and unpaid for the period of one year shall be charged off, unless the debt is well secured or is in process of collection. SEC. 139. Section 292 of the Financial Code is amended and renumbered to read:292.462. Any person that provides services to any licensee, at the request of the commissioner, shall submit to an examination by the commissioner. Should the commissioner deem it necessary or desirable that an examination be made of a person, the examination shall be made at the expense of the person examined. If the person refuses to permit an examination to be made, the commissioner may order every licensee receiving services from that person to discontinue receiving those services or otherwise conducting business with that person, and the licensees shall comply with that order. SEC. 140. Section 292.5 of the Financial Code is amended and renumbered to read:292.5.463. (a) All references in this code and the Corporations Code to financial statements, balance sheets, income statements, and statements of changes in financial position of a licensee, and all references to assets, liabilities, earnings, retained earnings, shareholders' equity, net worth, and similar accounting items of a licensee, mean those financial statements or those items prepared or determined in conformity with generally accepted accounting principles then applicable in the United States, fairly presenting in conformity with generally accepted accounting principles accepted in the United States the matters which they purport to present, subject to any specific accounting treatment required by any applicable provision of the Corporations Code, this code, or any regulation, order issued by the commissioner, or agreement entered into by the commissioner and a licensee. (b) The commissioner may, by regulation or order, require that any financial statement or accounting item of a licensee be prepared or determined in a manner other than in conformity with generally accepted accounting principles accepted in the United States if the commissioner finds that such other manner is necessary or appropriate to carry out the purposes or provisions of this code. SEC. 141. Section 293 of the Financial Code is amended and renumbered to read:293.464. (a) An officer of a financial institution, within the meaning of Section 1101(1) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3401 (1)), shall furnish the State Department of Health Care Services or its designee with information in the possession of the bank or company regarding the assets of any person who is applying for, or is receiving assistance or benefits from, the State Department of Health Care Services and has provided authorization pursuant to Section 14013.5 of the Welfare and Institutions Code. (b) The obtaining of financial records by the State Department of Health Care Services, or its designee, pursuant to this section shall be subject to the cost reimbursement requirements of Section 1115(a) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3415(a)) and shall be at no cost to the applicant, recipient, or any other person, as defined in paragraph (3) of subdivision (c) of Section 14013.5 of the Welfare and Institutions Code. (c) An authorization obtained by the State Department of Health Care Services, or its designee, under Section 14013.5 of the Welfare and Institutions Code shall be considered as meeting the requirements of Section 1103(a) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3403(a)) and, notwithstanding Section 1104(a) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3404(a)), need not be furnished to the financial institution. (d) The certification requirements of Section 1103(b) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3403 (b)) shall not apply to requests by the State Department of Health Care Services, or its designee, pursuant to an authorization provided under Section 14013.5 of the Welfare and Institutions Code. (e) A request by the State Department of Health Care Services, or its designee, pursuant to an authorization provided under Section 14013.5 of the Welfare and Institutions Code shall be deemed to meet the requirements of Section 1104(a)(3) of the federal Right to Financial Privacy Act of 1978 (12 U.S.C. Sec. 3404(a)(3)) and of Section 1102 of the act (12 U.S.C. Sec. 3402), relating to a reasonable description of financial records. SEC. 142. The heading of Article 7 (commencing with Section 295) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 7. EnforcementSEC. 143. Section 295 of the Financial Code is amended and renumbered to read:295.550. In this article: (a) "Appropriate licensee business" means the business that a licensee may conduct in accordance with the charter or license that the commissioner has issued to that licensee. (b) "Customer" means a depositor of a bank, a member of a credit union, or a customer of any other licensee. (c) "Holding company" shall have the meaning set forth in Section 3700. (d) "Officer of a subject institution" means any director, officer, official, or employee of the subject institution. (e) "Person" means a subject institution or a subject person. (f) "Subject institution" means any of the following: (1) Licensee. (2) Subsidiary of a licensee. (3) Foreign (other state) or foreign (other nation) bank or credit union that maintains an office in this state, with respect to any such office other than a national bank or federal credit union. (4) Any other person lawfully conducting the business of a bank or credit union in this state other than a national bank or federal credit union. (g) "Subject person," when used with respect to a subject institution, means any of the following: (1) Director, officer, employee, or agent of the subject institution. (2) Member, consultant, joint venture partner, or other person that participates in the affairs of a subject institution. (3) Independent contractor, including any attorney, appraiser, or accountant, who knowingly or recklessly participates in any of the following acts if the act caused or is likely to cause more than a minimal financial loss to, or a significant adverse effect on, the subject institution: (A) A violation of any applicable law, regulation, or order. (B) A breach of fiduciary duty. (C) An unsafe or unsound act. (h) "Violation" includes any act performed, alone or with other persons, for or toward causing, bringing about, participating in, counseling, aiding, or abetting a violation of any applicable statute, regulation, provision of a written order issued by the commissioner, or provision of a written agreement made between the commissioner and a subject institution or subject person. SEC. 144. Section 295.1 of the Financial Code is amended and renumbered to read:295.1.551. Any subject person who is entitled to a hearing pursuant to this article may waive that right at any time. A waiver under this section shall relieve the commissioner from having to issue a formal notice of hearing that would otherwise be required by this article. SEC. 145. Section 295.2 of the Financial Code is amended and renumbered to read:295.2.552. (a) Within 30 days after an order is issued pursuant to Section297, 298.1, 299, 300.1, or 301.1567, 581, 582, 586, or 591 , or subdivision (c) of Section300.2587 , the person to whom the order is issued may file with the commissioner an application for a hearing on the order. (b) If the commissioner fails to commence the hearing within 15 business days after the application is filed with the commissioner or within any longer period to which the person subject to the order consents, the order shall be deemed rescinded. (c) Within 30 days after the hearing, or within any longer period to which the person consents, the commissioner shall affirm, modify, or rescind the order. If the commissioner fails to affirm, modify, or rescind the order within that time limit, the order shall be deemed rescinded. (d) The right to petition for judicial review of the order shall not be affected by the failure of the person subject to the order to apply to the commissioner for a hearing on the order pursuant to subdivision (a). SEC. 146. Section 295.3 of the Financial Code is amended and renumbered to read:295.3.553. In addition to any other action or requirement the commissioner deems necessary or advisable, an order issued pursuant to Section297.1, 298, 298.1, 299, 300, 300.1, or 300.2567, 580, 581, 582, 585, or 587 may require the person subject to the order to do any of the following: (a) Make restitution or provide reimbursement, indemnification, or guarantee against loss, if the subject institution, subject person, or holding company was unjustly enriched by the action or violation or if the action or violation involved a reckless disregard for any provision of this division, of any regulation or order issued under this division, of any other applicable law, or of any agreement with the commissioner. (b) Restrict the growth of the subject institution. (c) Dispose of any loan or other asset. (d) Correct violations of law. (e) Employ qualified officers or employees, who may be subject to approval of the commissioner. (f) Limit the activities or functions of the subject institution, subject person, or holding company. SEC. 147. Section 295.4 of the Financial Code is amended and renumbered to read:295.4.554. If the commissioner takes possession of a subject institution without a prior notice or hearing, or takes action against a subject person without prior notice or hearing, the commissioner shall, upon taking possession or taking that action, concurrently provide to the subject institution or subject person a written order. The order shall set forth the condition or conditions of the subject institution or action or actions of the subject person that constitute the basis or bases for the commissioner's action. In any case where the commissioner takes possession of a subject institution, the commissioner shall establish, by clear evidence, the basis for his or her action. SEC. 148. Section 298 of the Financial Code is amended and renumbered to read:298.580. If, after notice and an opportunity to be heard, the commissioner finds any of the factors set forth in subdivision (a) or (b) with respect to any subject institution, subject person, or any holding company, the commissioner may order the subject institution, subject person, or holding company to cease and desist from the act or violation: (a) That the subject institution, subject person, or holding company has engaged or participated, is engaging or participating, or that there is reasonable cause to believe that the subject institution, subject person, or holding company is about to engage or participate, in any unsafe or unsound act with respect to the business of the subject institution. (b) That the subject institution, subject person, or holding company has violated, is violating, or that there is reasonable cause to believe that the subject institution, subject person, or holding company is about to violate any: (1) Provision of any division subject to the jurisdiction of the commissioner. (2) Provision of any regulation promulgated by, or subject to the jurisdiction of, the commissioner. (3) Provision of any other applicable law. (4) Provision of any written agreement between the subject institution, subject person, or holding company, and the commissioner. SEC. 149. Section 298.1 of the Financial Code is amended and renumbered to read:298.1.581. If the commissioner finds that any of the factors set forth in Section 298 is true with respect to any subject institution, subject person, or holding company, and that the action, omission, or violation is likely to have any of the consequences set forth in subdivisions (a) to (d), inclusive, the commissioner may, without any prior notice or opportunity to be heard, order the subject institution or subject person to cease and desist from the following: (a) Any act, omission, or violation that may cause the insolvency of the subject institution. (b) Any act, omission, or violation that may cause significant dissipation of the assets or earnings of the subject institution. (c) Any act, omission, or violation that may weaken the condition of the subject institution. (d) Any act, omission, or violation that may otherwise prejudice the interests of the customers of the subject institution. SEC. 150. Section 299 of the Financial Code is amended and renumbered to read:299.582. If the commissioner finds that a subject institution's books or records are so incomplete or inaccurate that the commissioner is unable through the normal supervisory process to determine the financial condition of the subject institution or the details or purpose of any transaction or transactions that may materially affect the financial condition of the subject institution, the commissioner may, without any prior notice or hearing, order the subject institution to do either of the following: (a) Cease any activity or practice that gave rise, in whole or in part, to the incomplete or inaccurate state of the books or records. (b) Take affirmative action to restore the books or records to a complete and accurate state. SEC. 151. The heading of Chapter 3 (commencing with Section 300) is added to Division 1 of the Financial Code, to read: CHAPTER 3. DEPARTMENT OF FINANCIAL INSTITUTIONS SEC. 152. The heading of Article 1 (commencing with Section 300) is added to Chapter 3 of Division 1 of the Financial Code, to read: Article 1. General Provisions SEC. 153. Section 300 of the Financial Code is amended and renumbered to read:300.585. If, after notice and an opportunity to be heard, the commissioner finds that any of the factors set forth in subdivision (a), any of the factors set forth in subdivision (b), and any of the factors set forth in subdivision (c) are true with respect to a subject person of a subject institution or holding company, the commissioner may issue an order suspending or removing the subject person from the subject person's office, if any, with the subject institution or holding company, and prohibiting the subject person from participating in any manner in the conduct of the affairs of the subject institution or holding company without the approval of the commissioner: (a) (1) That the subject person has, directly or indirectly, violated, or has caused a subject institution to violate, any provision of any: (A) Division subject to the jurisdiction of the commissioner. (B) Regulation promulgated by, or subject to the jurisdiction of, the commissioner. (C) Other applicable law. (D) Order issued by the commissioner or under the commissioner's authority. (E) Written agreement between the subject institution, subject person, or holding company and the commissioner. (2) That the subject person has, directly or indirectly, engaged or participated in any unsafe or unsound act in connection with the business of the subject institution, holding company, or any other business institution. (3) That the subject person has, directly or indirectly, engaged or participated in any act that constitutes a breach of the subject person's fiduciary duty. (b) That, by reason of the act, violation, or breach of fiduciary duty described in subdivision (a): (1) The subject institution, holding company, or business institution has suffered or will probably suffer financial loss or other harm. (2) The rights or interests of the customers or members of the subject institution have been or could be prejudiced. (3) The subject person has received financial gain or other benefit. (c) That the act, violation, or breach of fiduciary duty described in subdivision (a) either involves dishonesty on the part of the subject person or demonstrates the subject person's willful or continuing disregard for the safety or soundness of the subject institution, holding company, or business institution. SEC. 154. Section 300.1 of the Financial Code is amended and renumbered to read:300.1.586. If the commissioner finds that any of the factors set forth in subdivision (a) of Section300585 , any of the factors set forth in subdivision (b) of Section 300, and any of the factors set forth in subdivision (c) of Section300585 are true with respect to a subject person of a subject institution, and that it is necessary or advisable for the protection of the subject institution or holding company, or the rights or interests of the customers or members of the subject institution, the commissioner may, without any prior notice or opportunity to be heard, issue an order suspending the subject person from the subject person's office, if any, with the subject institution or holding company, and prohibiting the subject person from participating in any manner in the conduct of the affairs of the subject institution or holding company without the prior approval of the commissioner. SEC. 155. Section 300.2 of the Financial Code is amended and renumbered to read:300.2.587. (a) If the commissioner finds that any of the factors set forth in paragraph (1) and the factor set forth in paragraph (2) are true with respect to a subject person or former subject person of a subject institution or holding company, the commissioner may, without any prior notice or opportunity to be heard, issue an order suspending the subject person or former subject person from his or her office, if any, with the subject institution or holding company and prohibiting him or her from further participating in any manner in the conduct of the affairs of the subject institution or holding company without the approval of the commissioner: (1) That the subject person or former subject person has been charged in an indictment issued by a grand jury or in an information, complaint, or similar pleading issued by a United States attorney, district attorney, or other governmental official or agency authorized to prosecute crimes, with commission of or participation in any of the following: (A) A crime that involves dishonesty or breach of trust and that is punishable by imprisonment for a term exceeding one year. (B) A criminal violation of any provision of this division. (C) A criminal violation of Section 1956, 1957, or 1960 of Title 18 of, or Section 5322 or 5324 of Title 31 of, the United States Code. (D) A criminal violation of a law of any jurisdiction other than the United States that is substantially similar to any of the statutes specified in subparagraph (C). (2) That continued or resumed service or participation by the subject person or former subject person may pose a threat to the rights or interests of the customers or members of the subject institution or may threaten to impair public confidence in the subject institution. (b) An order issued pursuant to subdivision (a) shall remain in effect until the indictment or the information, complaint, or similar pleading is finally disposed of or, if the order is earlier terminated by the commissioner, until the order is so terminated. (c) If the commissioner finds that the factors set forth in paragraphs (1) and (2) are true with respect to a subject person or former subject person of a subject institution or holding company, the commissioner may, without any prior notice or opportunity to be heard, issue an order suspending or removing the subject person or former subject person from his or her office, if any, with the subject institution or holding company and prohibiting him or her from further participating in any manner in the affairs of the subject institution or holding company without the approval of the commissioner: (1) That the subject person or former subject person has been finally convicted of any crime of the type described in paragraph (1) of subdivision (a). For purposes of this paragraph, an agreement to enter a pretrial diversion or similar program is deemed to be a conviction. (2) That continued or resumed service or participation by the subject person or former subject person may pose a threat to the interests of the customers of the subject institution or may threaten to impair public confidence in the subject institution. (d) The fact that any subject person of a subject institution charged with a crime of the type described in paragraph (1) of subdivision (a) is not finally convicted of the crime does not preclude the commissioner from issuing an order regarding the subject person pursuant to any other provision of this article. SEC. 156. Section 300.3 of the Financial Code is amended and renumbered to read:300.3.588. (a) Any subject institution, subject person of a subject institution, or former subject person of a subject institution to whom an order is issued under Sections300585 to300.2587 , inclusive, may apply to the commissioner to modify or rescind the order. In deciding whether to grant or deny the application, the commissioner shall consider whether it is in the public interest to modify or rescind the order and whether it is reasonable to believe that the subject person or former subject person will, if and when he or she becomes a subject person of a subject institution or holding company, comply with all applicable provisions of law, or any regulation or order issued by the commissioner. (b) The right of any subject person or former subject person of a subject institution or holding company to whom an order is issued under Sections300585 to300.2587 , inclusive, to petition for judicial review of the order shall not be affected by the failure of the subject institution or holding company to apply to the commissioner pursuant to subdivision (a) to modify or rescind the order. SEC. 157. Section 300.4 of the Financial Code is amended and renumbered to read:300.4.589. (a) In this section, "subject depository institution" means any: (1) Licensee or any bank or credit union that maintains an office in this state. (2) Affiliate of any of the institutions specified in paragraph (1). (3) Subsidiary of any of the institutions specified in paragraph (1). (4) Holding company of any of the institutions specified in paragraph (1). (b) It is unlawful for any subject person or former subject person of a subject institution to whom an order is issued under Sections300585 to300.2587 , inclusive, willfully to do, directly or indirectly, any of the following without the approval of the commissioner, so long as the order is in effect: (1) Act as a subject person of any subject depository institution. (2) Vote any shares or other securities having voting rights for the election of any person as a director of a subject depository institution. (3) Solicit, procure, transfer or attempt to transfer, or vote any proxy, consent, or authorization with respect to any shares or other securities of a subject depository institution having voting rights. (4) Otherwise to participate in any manner in the affairs of any subject depository institution. SEC. 158. Section 301 of the Financial Code is amended and renumbered to read:301.590. The commissioner may revoke or suspend any license issued by, or under the authority of, the commissioner, if, after notice and opportunity to be heard, the commissioner finds any of the following: (a) The licensee has violated, is violating, or that there is reasonable cause to believe that the licensee is about to violate, any provision of any of the following: (1) Any division subject to the jurisdiction of the commissioner. (2) Any regulation promulgated by, or subject to the jurisdiction of, the commissioner. (3) A provision of any other applicable law. (4) A provision of any order issued by the commissioner. (5) A provision of any written agreement between the licensee and the commissioner. (6) A condition imposed on any written approval granted by the commissioner. (b) Any fact or condition exists which, if it had existed at the time of the original application for the license, would be grounds for denying the application for the license. (c) The licensee is conducting its business in an unsafe manner. (d) The licensee is in such condition that it is unsafe or unsound for the licensee to transact appropriate licensee business. (e) The licensee has inadequate capital or net worth or is insolvent. (f) The licensee failed to pay any of its obligations as they came due or is reasonably expected to be unable to pay its obligations as they come due. (g) The licensee is the subject of an order for relief in bankruptcy, or has sought other relief under any bankruptcy, reorganization, insolvency, or moratorium law, or any person has applied for any such relief under any such law against the licensee and the licensee has by any affirmative act approved of, or consented to, the action or the relief has been granted. (h) The licensee has ceased to transact appropriate licensee business. (i) The licensee refuses to submit its books, papers, and affairs to the inspection of any examiner. (j) Any officer of the licensee refuses to be examined upon oath touching the concerns of the licensee. (k) The licensee has, with the approval of its board, requested the commissioner to take possession of its property and business. SEC. 159. Section 301.1 of the Financial Code is amended and renumbered to read:301.1.591. If the commissioner finds that any of the factors set forth in Section 301 is true with respect to any licensee and that it is necessary for the protection of the public interest, the commissioner may issue an order immediately suspending or revoking the licensee's license. SEC. 160. Section 302 of the Financial Code is amended and renumbered to read:302.592. If the commissioner finds that any of the factors set forth in subdivisions (a) to (k), inclusive, is true with respect to a licensee, the commissioner may by order, without any prior notice or opportunity to be heard, take possession of the property and business of the licensee: (a) The licensee has violated any provision of (1) any division subject to the jurisdiction of the commissioner, (2) any regulation promulgated by, or subject to the jurisdiction of, the commissioner, (3) any provision of any other applicable law, (4) any provision of any order issued by the commissioner, (5) any provision of any written agreement made between the commissioner and the licensee, or (6) a condition imposed on any written approval granted by the commissioner. (b) The licensee is conducting its business in an unsafe or unsound manner. (c) The licensee is in such condition that it is unsafe or unsound for the licensee to transact appropriate licensee business. (d) The licensee has inadequate capital or net worth or is insolvent. (e) If the licensee is a bank, the tangible shareholders' equity of the bank is less than the following: (1) If the bank is a commercial bank or industrial bank, the greater of three percent of the bank's total assets or one million dollars ($1,000,000). (2) If the bank is a trust company other than a commercial bank authorized to engage in trust business, one million dollars ($1,000,000). (f) The licensee failed to pay any of its obligations as they came due or is reasonably expected to be unable to pay its obligations as they come due. (g) The licensee has applied for an adjudication of bankruptcy, reorganization, arrangement, or other relief under any bankruptcy, reorganization, insolvency, or moratorium law, or that any person has applied for any such relief under any such law against the licensee and the licensee has by any affirmative act approved of or consented to the action or the relief has been granted. (h) The licensee has ceased to transact the business the licensee is authorized to conduct pursuant to its license. (i) The licensee refuses to submit its books, papers, and affairs to the inspection of any examiner. (j) Any officer of the licensee refuses to be examined upon oath touching the concerns of the licensee. (k) The licensee has, with the approval of its board, requested the commissioner to take possession of its property and business. SEC. 161. Section 302.1 of the Financial Code is amended and renumbered to read:302.1.593. (a) If the commissioner takes possession of the property and business of a licensee pursuant to Section302592 , the licensee may, within 10 days, apply to the superior court in the county where its head office is located to enjoin further proceedings. The court may, after citing the commissioner to show cause why further proceedings should not be enjoined and after a hearing, dismiss the application or enjoin the commissioner from further proceedings and order the commissioner to surrender the property and business of the licensee to the licensee or make any further order as may be just. The judgment of the court may be appealed by the commissioner or by the licensee as allowed by law. (b) At any time after the commissioner takes possession of the property and business of a licensee pursuant to Section 302, the licensee may, with the approval of the commissioner, resume business upon conditions as the commissioner may prescribe. SEC. 162. Section 302.2 of the Financial Code is amended and renumbered to read:302.2.594. (a) Upon taking possession of the property and business of any licensee, the commissioner shall give notice of that fact to all persons holding or having in their possession any assets of the licensee. No person knowing of the taking, or who has been notified thereof, shall have a lien or charge upon any assets of the licensee for any payment, advance, or clearance thereafter made or for any liability thereafter incurred. (b) The giving of notice in accordance with this section shall not be deemed to be a prerequisite to the taking of possession of the property and business of the licensee. SEC. 163. Section 302.3 of the Financial Code is amended and renumbered to read:302.3.595. The commissioner is deemed to take possession of the entire property and business of a licensee when the commissioner takes possession of the business and property of the head office of the licensee. SEC. 164. The heading of Article 8 (commencing with Section 305) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 8. Liquidation and ConservationSEC. 165. Section 305 of the Financial Code is amended and renumbered to read:305.600. In this article, "Federal Insurance Agency" means the Federal Deposit Insurance Corporation or the National Credit Union Administration, as appropriate, or their respective successors-in-interest. SEC. 166. Section 305.1 of the Financial Code is amended and renumbered to read:305.1.601. Upon taking possession of the property and business of any licensee, the commissioner has authority, and it is his or her duty, to collect all moneys due to the licensee and to do other acts as are necessary or expedient to collect, conserve, or protect the licensee's assets, property, and business, and he or she shall proceed to conserve or liquidate the affairs of the licensee as provided in this article. SEC. 167. Section 305.2 of the Financial Code is amended and renumbered to read:305.2.602. No attachment shall be issued against the property of any licensee subject to conservation or liquidation pursuant to this article. SEC. 168. Section 305.3 of the Financial Code is amended and renumbered to read:305.3.603. Upon taking possession of the property and business of any licensee pursuant to Section302592 , the commissioner may proceed to liquidate or conserve the licensee in the manner provided by this article. SEC. 169. Section 305.4 of the Financial Code is amended and renumbered to read:305.4.604. Upon taking possession of the property and business of a licensee pursuant to Section302592 , the commissioner may tender to any person or persons an appointment as conservator, liquidator, receiver, or liquidating committee of the licensee. SEC. 170. Section 305.5 of the Financial Code is amended and renumbered to read:305.5.605. The commissioner shall supervise the acts of the conservator, liquidator, receiver, or liquidating committee appointed under this article and may remove the conservator, liquidator, receiver, or any or all members of the liquidating committee in his or her discretion. SEC. 171. Section 305.6 of the Financial Code is amended and renumbered to read:305.6.606. If required by the commissioner, the conservator, liquidator, receiver, or members of the liquidating committee appointed under this article shall provide proof of bond coverage that extends to the conservator, liquidator, receiver, or members of the liquidating committee. The bond shall include fraud, dishonesty, and faithful performance coverage. The premium for that bond shall be paid out of the assets of the licensee. SEC. 172. Section 305.7 of the Financial Code is amended and renumbered to read:305.7.607. (a) If the commissioner retains possession of the assets of the licensee for the purpose of liquidation or conservation, the commissioner shall, to the extent possible, use the services of civil service employees of the commissioner's office, and the attorneys employed by the commissioner or the Department of Justice shall render all necessary legal services, as the commissioner may request. (b) The commissioner, from time to time, under his or her official seal, may appoint one or more special deputy commissioners as his or her agent or agents with the powers specified in the certificate of appointment to assist him or her in the duties of conservation or of liquidation and distribution. The certificate of appointment shall be filed in the office of the commissioner and a certified copy in the office of the clerk of the county in which the head office of the licensee is located. The commissioner may employ counsel and procure expert assistance and advice as may be necessary in the liquidation and distribution of the assets of the licensee and for that purpose may retain any of the officers or employees of the licensee as the commissioner may deem necessary. SEC. 173. Section 305.8 of the Financial Code is amended and renumbered to read:305.8.608. The compensation of civil service employees, special deputies, counsel, and other employees and assistants appointed to assist in the conservation or liquidation of any licensee and the distribution of its assets and all expenses of supervision and liquidation shall be fixed by the commissioner and shall be paid out of the funds of the licensee in the hands of the commissioner. The expenses of liquidation shall be reported to the court upon each application for payment of a dividend. SEC. 174. Section 305.9 of the Financial Code is amended and renumbered to read:305.9.609. If a licensee is not insured by a Federal Insurance Agency, upon the commissioner taking possession of the business and property of the licensee, the superior court of the State of California for the county in which the head office of the licensee is located shall have exclusive original jurisdiction of all proceedings relating thereto and of any action or other proceedings brought under the provisions of this article. All papers relating to the proceeding, including copies of the certificate of appointment of any special deputy and the inventories required to be filed, shall be filed and be made a part of the record of the proceeding without the payment of any additional fees. No damages may be awarded in the proceeding but, if sought, may only be recovered in a separate action. SEC. 175. Section 310 of the Financial Code is amended and renumbered to read:310.620. If the licensee whose property and business has been taken pursuant to Section302592 is insured by a Federal Insurance Agency, the commissioner may tender to the appropriate Federal Insurance Agency an appointment as conservator, liquidator, or receiver of the licensee. The commissioner shall determine whether the licensee whose property and business has been taken shall be liquidated or conserved. If the Federal Insurance Agency accepts the appointment, the Federal Insurance Agency shall have, in addition to any powers conferred by applicable federal law, the powers conferred on the commissioner pursuant to this article. SEC. 176. Section 310.1 of the Financial Code is amended and renumbered to read:310.1.621. The Federal Insurance Agency may be, and act as, a conservator, liquidator, or receiver without bond. SEC. 177. Section 310.2 of the Financial Code is amended and renumbered to read:310.2.622. If the Federal Insurance Agency accepts the appointment in accordance with Section310.1621 , the rights of customers and other creditors of the insured licensee shall be determined in accordance with the applicable provisions of the laws of this state. SEC. 178. Section 310.3 of the Financial Code is amended and renumbered to read:310.3.623. The Federal Insurance Agency conservator, liquidator, or receiver shall possess with respect to the insured licensee all the powers, rights, and privileges given the commissioner under this article with respect to the conservation or liquidation of a licensee, as appropriate, and the property and assets of which he or she has taken possession, except insofar as the same may be in conflict with the provisions of applicable federal law. SEC. 179. Section 310.4 of the Financial Code is amended and renumbered to read:310.4.624. (a) The commissioner may sell to any other licensee any part or the whole of the business of a licensee that is subject to liquidation or conservatorship. The purchase and sale shall be approved by the purchasing licensee, as follows: (1) If the purchasing licensee is organized under the laws of this state, by two-thirds of all of its directors. (2) If the licensee is any licensee other than a licensee organized under the laws of this state, in accordance with the laws of the jurisdiction under which the licensee is organized. (b) (1) Subject to any applicable federal statutes and regulations, any bank or credit union organized under the laws of this state may, with the approval of two-thirds of all of its directors, purchase from the receiver of a national banking association or a federal credit union the whole or any part of the business of the national banking association or federal credit union. (2) Subject to any applicable federal statutes and regulations and any applicable laws of the jurisdiction under which a foreign corporation is organized, any foreign corporation or office of a foreign corporation that is licensed by the commissioner to transact business in this state and that is authorized to accept shares or deposits in this state, may purchase from the receiver of a national banking association or federal credit union the whole or any part of the business of the national banking association or federal credit union. (c) The provisions of Chapter 12 (commencing with Section 1200) and Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code shall not apply to any purchase and sale of the type described in subdivision (a) or (b). (d) When a purchase and sale of the type described in subdivision (a) or (b) becomes effective, the licensee shall, ipso facto and by operation of law and without further transfer, substitution, act, or deed, to the extent provided in the agreement of the purchase and sale or in the order of the court approving the purchase and sale and except as withheld or limited by the agreement or by the order: (1) Succeed to the rights, obligations, properties, assets, investments, shares, deposits, demands, and agreements of the licensee whose business is sold, subject to the right of every customer of a licensee to withdraw his or her shares or deposit in full on demand after the sale, irrespective of the terms under which the share or deposit was made. (2) Succeed to the rights, obligations, properties, assets, investments, shares, deposits, demands, and agreements of the licensee whose business is sold under all trusts, executorships, administrations, guardianships, conservatorships, agencies, and other fiduciary or representative capacities, to the same extent as though the purchasing licensee had originally assumed, acquired, or owned the same, subject to the rights of trustors and beneficiaries under the trusts so sold to nominate another or succeeding trustee of the trust so sold after the sale. (3) Succeed to and be entitled to take and execute the appointment to executorships, trusteeships, guardianships, conservatorships, and other fiduciary and representative capacities to which the licensee whose business is sold is or may be named in wills, whenever probated, or to which it is or may be named or appointed by any other instrument. (e) For purposes of subdivision (d), any purchase and sale of the type referred to in subdivision (d) shall be deemed to be effective at the time provided in the agreement of the purchase and sale or in the order of the court approving the purchase and sale. SEC. 180. Section 315 of the Financial Code is amended and renumbered to read:315.640. Whenever the commissioner deems it necessary in order to conserve the assets of any licensee that does not have federal deposit or share insurance for the benefit of the customers and other creditors, he or she may appoint a conservator of the licensee and require the conservator to post a bond as the commissioner deems proper. The conservator, under the direction of the commissioner, shall take possession of the books, records, and assets of every description of the licensee and take any action as the conservator may deem necessary to conserve the assets of the licensee pending further disposition of its business. SEC. 181. Section 315.1 of the Financial Code is amended and renumbered to read:315.1.641. A conservator appointed in accordance with Section315640 has all of the powers and rights with relation to the business and the property of the licensee for which he or she is appointed conservator as are possessed by the commissioner under this article with relation to a licensee of which the commissioner has taken possession, and the conservator is subject to the same obligations as are imposed upon the commissioner under this article. During the time that the conservator remains in possession of the licensee the rights of the licensee, and of all persons with respect thereto, subject to the other provisions of this article, are the same as if the commissioner had taken possession of the property and business of the licensee for the purposes of liquidation. All expenses of the conservatorship shall be paid out of the assets of the licensee and shall be a lien thereon which shall be prior to any other lien. The conservator shall receive a salary in an amount no greater than that which would be paid by the commissioner to a special deputy in charge of the liquidation of a licensee. SEC. 182. Section 315.2 of the Financial Code is amended and renumbered to read:315.2.642. The commissioner may order an examination at the earliest possible date of a licensee for which the commissioner has appointed a conservator. SEC. 183. Section 315.3 of the Financial Code is amended and renumbered to read:315.3.643. While any licensee is in the hands of a conservator, the commissioner may require the conservator to set aside and make available for withdrawal by customers and for payment to other creditors on a ratable basis such amounts as in the opinion of the commissioner may safely be used for that purpose. SEC. 184. Section 315.4 of the Financial Code is amended and renumbered to read:315.4.644. The commissioner, in his or her discretion, may permit the conservator to receive shares or deposits, but any shares or deposits received while the licensee is in the hands of a conservator shall be held as trust funds and shall not be subject to any limitation as to payment or withdrawal. The shares or deposits shall be segregated and shall not be used to liquidate any indebtedness of the licensee existing at the time the conservator was appointed or for the payment of any later indebtedness incurred for the purpose of liquidating any indebtedness of the licensee existing at the time the conservator was appointed. The shares or deposits shall be kept on hand in cash, invested in direct obligations of the United States, or deposited with the Federal Reserve Bank. SEC. 185. Section 315.5 of the Financial Code is amended and renumbered to read:315.5.645. If the commissioner is satisfied that it may be done safely and that it would be in the public interest, he or she may terminate a conservatorship and permit the licensee for whom a conservator was appointed to resume the transaction of its business under the direction of its board, subject to any terms, conditions, restrictions, and limitations as the commissioner may prescribe. SEC. 186. Section 315.6 of the Financial Code is amended and renumbered to read:315.6.646. The conservator of a licensee that has been permitted to resume accepting member shares or deposits shall first cause a notice to be published in a newspaper of local circulation. The notice shall state the date on which the affairs of the licensee will be returned to its board and that the provisions of Section315.4644 will not be effective after 30 days from that date. The form of the notice and the newspaper in which the same is to be published shall be first approved by the commissioner. On the date of the publication of the notice, the conservator shall mail a copy of the notice to every person who made any deposit in the licensee after the date of the appointment of the conservator. The conservator shall address the copy of the notice to the persons who have made the deposits at the addresses appearing upon the books of the licensee. The conservator shall also mail a similar notice to every person making a deposit in the licensee after the date of the publication of the notice and before the affairs of the licensee are returned to its board. SEC. 187. Section 315.7 of the Financial Code is amended and renumbered to read:315.7.647. The commissioner may assess and collect from all licensees for whom a conservator is appointed their ratable share of the costs incurred in the administration of this article. SEC. 188. Section 315.8 of the Financial Code is amended and renumbered to read:315.8.648. Any licensee that the commissioner has taken possession of pursuant to Section302592 , and for which a conservator has been appointed pursuant to this article, may be reorganized under a plan that requires the consent of any of the following: (a) Customers and other creditors of the licensee representing at least 75 percent in amount of its total member shares or deposits and other liabilities as shown by the books of the licensee, excluding member shares or deposits and other liabilities which are to be satisfied in full under the provisions of the plan. (b) Stockholders owning at least two-thirds of the outstanding stock as shown by the books of the licensee. (c) Members of the licensee. (d) Customers and other creditors of the licensee representing at least 75 percent in amount of its total shares or deposits and other liabilities as shown by the books of the licensee, excluding shares or deposits and other liabilities that are to be satisfied in full under the provisions of the plan, and, if applicable to the licensee, of stockholders owning at least two-thirds of its outstanding stock as shown by the books of the licensee. SEC. 189. Section 315.9 of the Financial Code is amended and renumbered to read:315.9.649. All customers, creditors, stockholders, if applicable, and other interested persons shall be given notice of any proposed plan of reorganization in the manner and at the times as the commissioner directs. SEC. 190. Section 315.10 of the Financial Code is amended and renumbered to read:315.10.650. No plan of reorganization shall become effective until the commissioner finds that the plan is fair and equitable to all customers, creditors, and stockholders, if applicable, and is in the public interest and until the commissioner approves the same in writing, subject to any conditions, restrictions, and limitations as the commissioner may prescribe. SEC. 191. Section 315.11 of the Financial Code is amended and renumbered to read:315.11.651. No creditor having security for the payment of his, her, or its claim shall be affected in his, her, or its right to enforce the security by the provisions of any plan for the reorganization of the licensee. Any plan of reorganization involving the reduction of claims of creditors shall apply only to that portion of a secured creditor's loan that is not covered by the pledged security. SEC. 192. Section 315.12 of the Financial Code is amended and renumbered to read:315.12.652. When any plan of reorganization becomes effective, all books, records, and assets of the licensee shall be disposed of in accordance with the provisions of the plan and the affairs of the licensee shall be conducted by its board in the manner provided by the plan and under the conditions, restrictions, and limitations that may have been prescribed by the commissioner. When any plan of reorganization adopted and approved as herein provided becomes effective, all customers and other creditors and, if applicable, stockholders of the licensee, whether or not they have consented to the plan of reorganization, shall be fully and in all respects subject to and bound by the plan's provisions and the claims of all customers and other creditors shall be treated as if they had consented to the plan of reorganization. SEC. 193. The heading of Article 2 (commencing with Section 320) is added to Chapter 3 of Division 1 of the Financial Code, to read: Article 2. Commissioner of Financial Institutions SEC. 194. Section 320 of the Financial Code is amended and renumbered to read:320.670. Upon taking possession of the property and business of a licensee that does not have federal deposit or share insurance, the commissioner may sell, compromise, or compound any bad or doubtful debt owing the licensee for a principal sum not exceeding ten thousand dollars ($10,000), upon those terms as the commissioner may deem proper. If the principal sum thereof exceeds ten thousand dollars ($10,000), the commissioner may compromise, compound, or sell the debt upon those terms as the court may approve. If it appears improbable that a recovery on a debt can be had, and that the costs of an action to collect would be lost, and the principal sum thereof does not exceed five hundred dollars ($500), the commissioner may determine that no suit thereon shall be brought. If the principal sum of that debt exceeds ten thousand dollars ($10,000), the commissioner may determine that no suit thereon be brought after obtaining approval of the court. SEC. 195. Section 320.1 of the Financial Code is amended and renumbered to read:320.1.671. The commissioner may sell any real or personal property of the licensee for cash or on credit and on any other terms and conditions as the commissioner may deem proper, subject to the approval of the court. SEC. 196. Section 320.2 of the Financial Code is amended and renumbered to read:320.2.672. (a) The commissioner may, with the approval of the court, sell any part or the whole of the business of a licensee to any other licensee. The purchase and sale shall be approved by the purchasing licensee, as follows: (1) If the purchasing licensee is organized under the laws of this state, by two-thirds of all of its directors. (2) If the licensee is any licensee other than a licensee organized under the laws of this state, in accordance with the laws of the jurisdiction under which the licensee is organized. (b) (1) Subject to any applicable federal statutes and regulations, any bank or credit union organized under the laws of this state may, with the approval of two-thirds of all of its directors and of the commissioner, purchase from the receiver of a national banking association or a federal credit union the whole or any part of the business of the national banking association or federal credit union. (2) Subject to any applicable federal statutes and regulations and any applicable laws of the jurisdiction under which a foreign corporation is organized, any foreign corporation or any office of a foreign corporation that is licensed by the commissioner to transact business in this state and that is authorized to accept shares or deposits in this state, may, with the approval of the commissioner, purchase from the receiver of a national banking association or federal credit union the whole or any part of the business of the national banking association or federal credit union. (c) The provisions of Chapter 12 (commencing with Section 1200) and Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code shall not apply to any purchase and sale of the type described in subdivision (a) or (b). (d) When a purchase and sale of the type described in subdivision (a) or (b) becomes effective, the purchasing licensee shall, by operation of law and without further transfer, substitution, act, or deed, to the extent provided in the agreement of the purchase and sale or in the order of the court approving the purchase and sale and except as withheld or limited by the agreement or by the order: (1) Succeed to the rights, obligations, properties, assets, investments, shares, deposits, demands, and agreements of the licensee whose business is sold, subject to the right of every customer of the licensee whose shares or deposit is sold to withdraw his or her shares or deposit in full on demand after the sale, irrespective of the terms under which the deposit was made. (2) Succeed to the rights, obligations, properties, assets, investments, shares, deposits, demands, and agreements of the whose business is sold under all trusts, executorships, administrations, guardianships, conservatorships, agencies, and other fiduciary or representative capacities, to the same extent as though the purchasing licensee had originally assumed, acquired, or owned the same, subject to the rights of trustors and beneficiaries under the trusts so sold to nominate another or succeeding trustee of the trust so sold after the sale. (3) Succeed to and be entitled to take and execute the appointment to executorships, trusteeships, guardianships, conservatorships, and other fiduciary and representative capacities to which the licensee whose business is sold is or may be named in wills, whenever probated, or to which it is or may be named or appointed by any other instrument. (e) For purposes of subdivision (d), any purchase and sale of the type referred to in subdivision (d) shall be deemed to be effective at the time provided in the agreement of the purchase and sale or in the order of the court approving the purchase and sale. SEC. 197. Section 320.3 of the Financial Code is amended and renumbered to read:320.3.673. Within six months after taking possession of the property and business of any licensee that does not have federal deposit or share insurance, the commissioner may terminate or adopt any executory contract to which the licensee may be a party, including leases of real or personal property. Claims for damages resulting from the termination of any contract or lease may be filed and allowed, but no claim of a landlord for damages resulting from the rejection of an unexpired lease of real property or under any covenant of the lease shall be allowed in an amount exceeding the rent reserved by the lease, without acceleration, for the year succeeding the date of the surrender of the premises plus the amount of any unpaid accrued rent without acceleration. Any claim shall be filed within 30 days of the date of the termination or within the time that claims are to be filed under Section 320.10, whichever is longer. SEC. 198. Section 320.4 of the Financial Code is amended and renumbered to read:320.4.674. The commissioner, in his or her own name or in the name of the licensee, may execute, acknowledge, and deliver any and all conveyances and other instruments necessary or appropriate to effectuate the sale of any real or personal property or to effectuate any other transaction in connection with the liquidation of a licensee or the distribution of its assets. Any conveyance or other instrument executed by the commissioner pursuant to this authority shall be valid and effectual for all purposes as though the same had been executed by the officers of the licensee by authority of its board of directors. Whenever the commissioner sells any real property of the licensee a certified copy of the order of the court approving the sale shall be recorded in the county in which any part of the real property is located. SEC. 199. Section 320.5 of the Financial Code is amended and renumbered to read:320.5.675. The commissioner, in the name of the delinquent licensee or in his or her own name, may prosecute and defend any and all actions and other legal proceedings appropriate or necessary to the liquidation of the licensee. SEC. 200. Section 320.6 of the Financial Code is amended and renumbered to read:320.6.676. The commissioner from time to time shall deposit all moneys coming into his or her hands in the course of the liquidation of the licensee in one or more state banks or state credit unions and in the event of the suspension or insolvency of the depositary shall be preferred before all other deposits. SEC. 201. Section 320.7 of the Financial Code is amended and renumbered to read:320.7.677. The commissioner shall make an inventory of the assets of the licensee in duplicate and file one in the office of the commissioner and one with the clerk of the county in which the head office of the licensee is located to be filed with the papers in the liquidation proceedings. The inventory shall be open for inspection at all reasonable times. SEC. 202. Section 320.8 of the Financial Code is amended and renumbered to read:320.8.678. When the time fixed for the presentation of claims has expired, the commissioner shall make in duplicate a full and complete list of all claims presented, including and specifying claims that have been rejected by the commissioner, and a list of all claims of customers as shown by the books or records of the licensee for which claims have not yet been presented, and shall file one copy of the list in the commissioner's office and one with the clerk of the county in which the head office of the licensee is located to be filed with the papers in the liquidation proceedings. Before each application to the court for leave to declare a dividend, the commissioner shall file a supplemental list of claims presented since the last preceding list was filed, including and specifying any claims that have been rejected by him or her. The list of claims and of claims of customers as shown by the books or records of the licensee shall be open for inspection at all reasonable times. SEC. 203. Section 320.9 of the Financial Code is amended and renumbered to read:320.9.679. The commissioner shall cause notice to be given by advertisement in any newspapers of general circulation as he or she may select weekly for three consecutive months, calling on all persons who have claims against the licensee to present the same to the commissioner and make legal proof thereof at a place to be specified therein and within four months of the date of the first publication of the notice, which date shall be specified in the notice. The notice shall also state that all claims other than those of customers appearing upon the books or records of the licensee shall be forever barred if not filed within the four months' period and that all claims of customers appearing upon the books or records of the licensee will be forever barred, except as herein provided, if not filed prior to the filing of a petition for a final dividend. The commissioner shall also mail a similar notice to all persons, including customers whose names appear as creditors upon the books of the licensee and whose addresses appear upon the books or records of the licensee, and shall enclose therewith a printed form of notice of claim. SEC. 204. Section 320.10 of the Financial Code is amended and renumbered to read:320.10.680. All claims of every kind against the licensee or against any property owned or held by the licensee shall be presented to the commissioner in writing verified by the claimant or someone on his or her behalf within four months of the date of the first publication of the notice to creditors. Any claim, other than the claim of a customer whose claim appears upon the books or records of the licensee, not presented within the four months' period shall be forever barred and any claim of a customer whose claim appears upon the books or records of the licensee that is not so presented prior to the date of the filing of the petition of the commissioner with the court for approval of the payment of the final dividend shall be forever barred except as to any moneys remaining after all debts for which claims were duly filed have been paid in full with interest. If the commissioner doubts the validity of any claim, he or she may reject the claim and serve notice of the rejection upon the claimant either by mail or personally. An affidavit of the mailing or personal service of the notice shall be prima facie evidence of the receipt thereof and shall be filed with the commissioner. Any action upon a rejected claim shall be brought within three months after the date of mailing or personal service of the notice of rejection. SEC. 205. Section 320.11 of the Financial Code is amended and renumbered to read:320.11.681. At any time and from time to time after the expiration of the time fixed for the presentation of claims, the commissioner, after obtaining approval of the court, may declare and pay one or more dividends upon all approved claims out of the funds remaining in his or her hands after the payment of expenses and after setting aside an amount sufficient to pay to all customers, who have not yet filed claims but whose claims appear upon the books or records of the licensee, their pro rata share of the funds then available for the payment of a dividend. At any time after the expiration of one year from the date of the first publication of notice to creditors and after obtaining the approval of the court, the commissioner may declare and pay a final dividend. SEC. 206. Section 320.12 of the Financial Code is amended and renumbered to read:320.12.682. (a) Expenses and claims of unsecured creditors have priority in the following order: (1) Expenses of liquidation and approved claims for fees and assessments due the department. (2) Approved claims given priority under other provisions of state or federal law, including, but not limited to, Sections320.6676 and330710 . (3) Approved claims for "deposits," as that term is defined in 12 U.S.C. Section 1813(l), but including obligations of the type described in 12 U.S.C. Section 1813(l)(5)(A) and (B). (4) Approved claims for other general liabilities. (5) Approved claims for obligations subordinated to deposits and other general liabilities. (b) Interest shall be given the same priority as the claim on which it is based, but no interest shall be paid on any claim until the principal of all claims within the same class has been paid or adequately provided for in full. (c) Any funds remaining shall be paid to the members or shareholders, as appropriate. SEC. 207. Section 320.13 of the Financial Code is amended and renumbered to read:320.13.683. Objections to any claim not rejected by the commissioner may be made by any person interested by filing a copy of the objection with the commissioner, who shall present the copy to the court at the time of the next application for approval of the declaration of a dividend. The court shall thereupon dispose of the objections or may order a reference for that purpose, and should the objections to any claim be sustained by the court or by the referee, the claim shall not be allowed by the commissioner until the claimant has established the claim by judgment. SEC. 208. Section 320.14 of the Financial Code is amended and renumbered to read:320.14.684. Dividends remaining unpaid and any sums available for payment of shares or deposits for which no claim was filed, which remain in the hands of the commissioner six months after the order for the payment of a final dividend, shall be deposited in the State Treasury. The shares or deposits shall be deemed to have been received under Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure, and shall be subject to claim or other disposition as provided in that chapter. The commissioner may pay over the moneys held by him or her to the persons respectively entitled thereto at any time prior to depositing the shares or deposits in the State Treasury, upon being furnished satisfactory evidence of the persons' right to the same. SEC. 209. Section 320.15 of the Financial Code is amended and renumbered to read:320.15.685. Whenever, under the provisions of this article, the commissioner is required to transmit unclaimed money or other unclaimed property to any state officer for deposit in the State Treasury, the commissioner, upon request of the Controller, shall transmit to the Controller all signature cards and any other identifying information available from the records of the licensee, covering the money or other property. Upon receipt by the Controller of the signature cards or other identifying information, the licensee and the commissioner shall be relieved of all responsibility therefor. The signature cards and other identifying information may be destroyed or otherwise disposed of by the Controller whenever, in his or her discretion, their further retention by him or her is no longer required in the interest of the customers or the state. SEC. 210. Section 320.16 of the Financial Code is amended and renumbered to read:320.16.686. All approved claims of customers and other creditors shall bear interest at the rate provided by law on judgments from the date that the commissioner takes possession of the property and business of the licensee. SEC. 211. Section 320.17 of the Financial Code is amended and renumbered to read:320.17.687. If the licensee has in its possession for safekeeping or storage any jewelry, plate, money, specie, bullion, stocks, bonds, securities, valuable papers, or other valuable personal property, or has rented any vaults, safes, or safe-deposit boxes, the commissioner shall cause to be mailed, by registered mail, postage prepaid, to any known person claiming to be or appearing on the books of the licensee to be the owner of the property or to the person in whose name the safe, vault, or box stands a notice notifying the person to remove all of the personal property within a specified fixed period of not less than 60 days. SEC. 212. Section 320.18 of the Financial Code is amended and renumbered to read:320.18.688. On the last day fixed in the notice for the removal of the property or on the date when the property is removed or the box surrendered, any contract between the person owning the property or holding the box and the licensee shall cease and the amount of the unearned prepaid rent or charges, if any, shall become a debt of the licensee to the person. SEC. 213. Section 320.19 of the Financial Code is amended and renumbered to read:320.19.689. If any property is not removed within the time fixed by the notice mailed by the commissioner, the commissioner may dispose of the property as the court, on application thereto, shall direct. The commissioner may cause any safe, vault, or box to be opened in his or her presence or in the presence of one of the special deputy commissioners and of a notary not an officer or employee of the licensee or of the commissioner. The contents thereof, if any, shall be sealed by the notary in a package upon which the notary shall distinctly mark the name and address of the person in whose name the safe or box stands upon the books of the licensee and shall attach thereon a list and a description of the property within the package. The package so sealed and addressed, together with the list and description may be kept by the commissioner in one or more of the safes or boxes of the licensee or elsewhere until delivered to the person whose name it bears or until otherwise disposed of as directed by the court. SEC. 214. Section 320.20 of the Financial Code is amended and renumbered to read:320.20.690. (a) When the commissioner has completed the liquidation of the licensee, he or she shall petition the court for an order declaring the licensee duly wound up and dissolved. (b) After any notice as the court may direct and a hearing, the court may make an order declaring the licensee duly wound up and dissolved. The order shall declare all of the following: (1) The licensee has been duly wound up. (2) A final franchise tax return, if any, as described by Section 23332 of the Revenue and Taxation Code, has been filed with the Franchise Tax Board as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code, and any tax or penalty due under the Corporation Tax Law has been paid, and the licensee's known debts and liabilities have been paid or adequately provided for, or any taxes, penalties, debts, and liabilities have been paid so far as the licensee's assets permitted, as the case may be. If there are known debts or liabilities for the payment of which adequate provision has been made, the order shall describe the provision, setting forth any information necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability. (3) All known assets of the licensee have been distributed to its shareholders or wholly applied on account of the licensee's debts and liabilities. (4) The licensee is dissolved. (c) The court may make additional orders and grant further relief as it deems proper upon the evidence submitted. (d) Upon the making of the order declaring the licensee dissolved, the corporate existence of the licensee shall cease, except for the purposes of any necessary further winding up. (e) Upon the making of the order declaring the licensee dissolved, the commissioner shall file with the Secretary of State a copy of the order, certified by the clerk of the court. SEC. 215. Section 320.21 of the Financial Code is amended and renumbered to read:320.21.691. Whenever this article requires court approval of any step in the liquidation proceedings, approval shall be given after a hearing upon notice as the court may direct. At the hearing, the court may by order approve the actions of the commissioner for which he or she has petitioned the court's approval or it may, by appropriate order, otherwise direct the commissioner in the matter in connection with which the petition was filed. SEC. 216. Section 320.22 of the Financial Code is amended and renumbered to read:320.22.692. Whenever, in the opinion of the commissioner, the liquidation or reorganization of any licensee taken in charge by him or her would be facilitated, or the public interests and the interests of customers or stockholders would be served, the commissioner may borrow money on behalf of the licensee from any federal agency authorized to lend money to receivers, trustees, liquidating agents, or other agents or supervisory authorities in charge of licensees that are closed or in process of liquidation and, with approval of the court, the commissioner may secure any borrowings by the pledge of the assets of the licensee in any manner and amount the commissioner deems necessary, proper, or expedient. SEC. 217. Section 325 of the Financial Code is amended and renumbered to read:325.700. Whenever any licensee is being liquidated or whenever the trust business of any licensee has been discontinued and the licensee has in its possession money or other property held by it in trust or for safekeeping and the beneficiaries or persons entitled thereto are unknown or cannot be found, the commissioner or the licensee, upon obtaining approval of the superior court of the county in which the liquidation proceedings are pending or in which the head office of the licensee is situated, may do the following: (a) In the case of money, deliver it to the Treasurer. (b) In the case of other property, deliver it to the Controller for deposit in the State Treasury. SEC. 218. Section 325.1 of the Financial Code is amended and renumbered to read:325.1.701. Upon the delivery of any money to the Treasurer or upon the delivery of any property to the Controller, a certified copy of the order of the court approving the delivery shall be given to the Controller, and upon the delivery of any money to the Treasurer a notice giving the amount delivered shall be filed with the Controller. Upon the receipt of any money or other properties, the Treasurer or the Controller, as the case may be, shall issue a receipt for the same and the receipt shall be deemed a voucher in favor of the licensee to the same extent as though executed by the beneficiary or other person entitled thereto. SEC. 219. Section 325.2 of the Financial Code is amended and renumbered to read:325.2.702. All money or other property delivered to the Treasurer or Controller pursuant to this article shall be deemed to be delivered for deposit in the State Treasury under the provisions of Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure and shall be subject to claim or other disposition as provided in that chapter. SEC. 220. Section 330 of the Financial Code is amended and renumbered to read:330.710. The holder or transferor of a negotiable instrument transferred to a licensee for collection has a preferred claim in the amount of the liability of the licensee on the instrument if the instrument was forwarded to the licensee by any person or by any other financial institution for collection and remittance, if payment therefor has not been made and if the same has been collected either in whole or in part by the licensee, unless the holder or transferor is a voluntary depositor in the licensee and the proceeds of the collection, at his or her request, have been credited by the licensee to his or her account. SEC. 221. The heading of Article 9 (commencing with Section 335) of Chapter 2 of Division 1 of the Financial Code is repealed.Article 9. Voluntary LiquidationSEC. 222. Section 335 of the Financial Code is amended and renumbered to read:335.720. Any licensee that voluntarily has ceased to do the business for which it is licensed shall immediately notify the commissioner and proceed to liquidate its affairs. Any share or deposit or other sum that has not been paid to the person entitled thereto within six months after the licensee ceased to conduct a business shall be paid into the State Treasury. The deposits with the State Treasury shall be deemed to have been received under the provisions of Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure and shall be subject to claim or other disposition as provided in that chapter. If the commissioner has reason to conclude that the liquidation of the licensee is not being safely or expeditiously conducted, he or she may take possession of the business and property of the licensee in the same manner and with the same effect and subject to the same rights accorded the licensee as if he or she had taken possession pursuant to Article8 (commencing with Section 305)1 (commencing with Section 600) of Chapter 8 , and he or she may proceed to liquidate the licensee's affairs in the same manner as provided in that article. When the licensee has been completely liquidated, its corporate existence shall be dissolved in the manner provided by law. SEC. 223. Section 335.1 of the Financial Code is amended and renumbered to read:335.1.721. If the licensee referred to in Section 335 is a state-chartered credit union and the commissioner has taken possession of the business and property of the credit union, the commissioner may appoint a liquidating agent or a liquidating committee of three members of the credit union to liquidate the business and assets of the credit union in the manner provided in Article 2 (commencing with Section 15250) of Chapter 9 of Division 5, except that, in lieu of the certificate required under Section 15252, the commissioner shall prepare and file in the office of the Secretary of State a certificate of commencement of liquidation proceedings upon taking possession of the business and assets, and the commissioner or his or her authorized deputy shall countersign the certificate referred to in Sections 15257 and 15258 whenever liquidation is involuntary. The commissioner may, however, prepare and file a final certificate whenever he or she retains possession of the assets of any credit union for the purpose of liquidation. The liquidating agent need not be a member of the credit union to be liquidated and may be a person, firm, or corporation, as determined by the commissioner. SEC. 224. The heading of Chapter 3 (commencing with Section 350) of Division 1 of the Financial Code is repealed.CHAPTER 3. ORGANIZATION OF BANKSSEC. 225. The heading of Article 1 (commencing with Section 350) of Chapter 3 of Division 1 of the Financial Code is repealed.Article 1. GeneralSEC. 226. The heading of Article 3 (commencing with Section 350) is added to Chapter 3 of Division 1 of the Financial Code, to read: Article 3. Deputies and Employees SEC. 227. Section 350 of the Financial Code is amended and renumbered to read:350.1001. When authorized by the commissioner as provided in this chapter a corporation may be formed by one or more persons in accordance with the laws of this state for the purpose of conducting a commercial banking business or a trust business, or both of them. The qualification requirements of the Corporate Securities Law of 1968 shall not apply to the offer and sale of securities issued by and representing an interest in or a direct obligation of a bank or trust company incorporated under the laws of this state if the securities are offered and sold pursuant to the commissioner's authorization described in Section6911201 or the securities are exempt from authorization pursuant to Section691.11202 , or by a regulation or order of the commissioner. SEC. 228. Section 351 of the Financial Code is amended and renumbered to read:351.1002. No bank shall be a close corporation (as defined in Section 158 of the Corporations Code). SEC. 229. Section 352 of the Financial Code is amended and renumbered to read:352.1003. Except where explicitly stated or the context provides otherwise, this division is applicable to the following: (a) All corporations engaging in commercial banking, industrial banking, or the trust business. (b) All national banking associations authorized to transact business in this state to the extent that the provisions of this division are not inconsistent with and do not infringe paramount federal laws governing national banking associations. (c) All other corporations that subject themselves to the special provisions and sections of this division. (d) All other persons, associations, copartnerships, or corporations who, by violating any of its provisions, become subject to the penalties provided for in this division. SEC. 230. Section 353 of the Financial Code is amended and renumbered to read:353.1004. (a) A California state bank is a corporation incorporated under Division 1 (commencing with Section 100) of Title 1 of the Corporations Code that is, with the approval of the commissioner, incorporated for the purpose of engaging in, or that is authorized by the commissioner to engage in, the commercial or industrial banking business. (b) All provisions of law applicable to corporations generally, including, but not limited to, the General Corporation Law (Division 1 (commencing with Section 100), Title 1 of the Corporations Code) shall apply to banks. However, whenever any provision of this division or any regulation or order issued under any provision (other than this section) of this division applicable to banks is inconsistent with any provision of law applicable to corporations generally, that provision of this division or that regulation or order shall apply and the provision of law applicable to corporations generally shall not apply. SEC. 231. Section 354 of the Financial Code is amended and renumbered to read:354.1005. It shall be unlawful for any person, corporation, limited liability company, partnership, firm, or any other form of business entity allowed by law, to engage in or transact commercial banking business, industrial banking business, or trust business within this state except by means of a corporation duly organized for that purpose. SEC. 232. Section 355 of the Financial Code is amended and renumbered to read:355.1006. No corporation shall hereafter be organized under the laws of this state to transact the business of a commercial bank, industrial bank, or trust company, except as provided in this chapter. SEC. 233. Section 356 of the Financial Code is amended and renumbered to read:356.1007. Neither the enactment of this code nor the amendment or repeal thereof, nor the repeal of any statute affected thereby, shall take away or impair any liability or cause of action existing or incurred against any bank or trust company, or the shareholders, directors, or officers thereof. SEC. 234. Section 357 of the Financial Code is amended and renumbered to read:357.1008. The amount of funds of a bank or trust company that are deposited in any other financial institution (other than a Federal Reserve Bank) shall not at any time exceed 10 percent of the sum of shareholders' equity, allowance for loan and lease losses, capital notes, and debentures of the depositing bank or trust company unless the financial institution has been designated as a depositary for the funds of the depositing bank or trust company by a vote of the majority of the directors of the depositing bank or trust company, and unless the financial institution has been approved by the commissioner as a depositary for the purposes of this section. The commissioner may, in his or her discretion, revoke his or her approval of any such depositary and may, in his or her discretion, limit the amount of funds that may be deposited by any bank or trust company with any other financial institution. A deposit by one bank or trust company with another financial institution shall not be regarded as a loan. SEC. 235. The heading of Article 2 (commencing with Section 360) of Chapter 3 of Division 1 of the Financial Code is repealed.Article 2. ApplicationSEC. 236. Section 360 of the Financial Code is amended and renumbered to read:360.1020. The request for authority to organize and establish a corporation to engage in the banking or trust business shall be set forth in an application in such form and containing such information as the commissioner may require and shall be accompanied by a fee of five thousand dollars ($5,000). SEC. 237. Section 360.5 of the Financial Code is amended and renumbered to read:360.5.1021. Upon receiving a request for an application, the commissioner shall inform the prospective applicant in writing that the commissioner is available to confer with such prospective applicant in advance of the filing of an application for the purpose of discussing questions relating to such application. However, no application shall be decided in advance of filing. SEC. 238. Section 361 of the Financial Code is amended and renumbered to read:361.1022. Upon the filing of an application the commissioner shall make or cause to be made a careful investigation and examination relative to the following: (a) The character, reputation, and financial standing of the organizers or incorporators and their motives in seeking to organize the proposed bank or trust company. (b) The need for banking or trust facilities or additional banking or trust facilities, as the case may be, giving particular consideration to the adequacy of existing banking or trust facilities and the need for further banking or trust facilities. (c) The character, financial responsibility, banking or trust experience, and business qualifications of the proposed officers of the bank or trust company. (d) The character, financial responsibility, business experience, and standing of the proposed stockholders and directors. (e) Other facts and circumstances bearing on the proposed bank or trust company and its relation to the locality as in the opinion of the commissioner may be relevant. SEC. 239. Section 362 of the Financial Code is amended and renumbered to read:362.1023. The commissioner may give or withhold his or her approval of the application in his or her discretion, but he or she shall not approve the application until he or she has ascertained to his or her satisfaction: (a) That the public convenience and advantage will be promoted by the establishment of the proposed bank or trust company. (b) That the proposed bank or trust company will have a reasonable promise of successful operation. (c) That the bank is being formed for no other purpose than the legitimate objects contemplated by this division. (d) That the proposed capital structure is adequate. (e) That the proposed officers and directors have sufficient banking or trust experience, ability, and standing to afford reasonable promise of successful operation. (f) That the name of the proposed bank or trust company does not resemble, so closely as to be likely to cause confusion, the name of any other bank or trust company transacting business in this state or which had previously transacted business in this state. (g) That the applicant has complied with all of the applicable provisions of this division. SEC. 240. Section 363 of the Financial Code is amended and renumbered to read:363.1024. At least 30 days before denying an application, the commissioner shall by mail or other method of service give written notice of the intended denial of an application and of the right of the applicant to meet with the commissioner regarding the reasons for such denial. The request for such meeting shall be in writing and delivered to the commissioner within 20 calendar days of the date of giving of the notice of intended denial. If a request is made for such meeting, the application may not be denied until after the meeting. SEC. 241. Section 364 of the Financial Code is amended and renumbered to read:364.1025. The commissioner may, in approving an application to organize and establish a corporation to engage in the banking or trust business pursuant to Section 362, impose any conditions the commissioner deems reasonable or necessary or advisable in the public interest. SEC. 242. Section 365 of the Financial Code is amended and renumbered to read:365.1026. (a) With the approval of the commissioner, a bank may be formed to facilitate a merger or an acquisition of control. The new bank may survive the merger or acquisition of control. (b) Sections360, 360.5, 361, 362, and 3631020, 1021, 1022, 1023, and 1024 shall not apply to the formation of a bank pursuant to subdivision (a). (c) Article 4 (commencing with Section250)370) of Chapter 3 shall apply to a bank formed pursuant to subdivision (a). (d) A request for approval to form a bank in accordance with subdivision (a) shall be accompanied by a fee of two thousand five hundred dollars ($2,500). SEC. 243. The heading of Article 4 (commencing with Section 370) is added to Chapter 3 of Division 1 of the Financial Code, to read: Article 4. Administration of the Department SEC. 244. The heading of Article 4 (commencing with Section 399) of Chapter 3 of Division 1 of the Financial Code is repealed.Article 4. Authorization to Engage in BankingSEC. 245. Section 399 of the Financial Code is amended and renumbered to read:399.1040. In thisarticlechapter : (a) "Preopening expenditure" means any obligation incurred, or sum disbursed, by a bank prior to the time when it commences to transact banking business, for the purpose of organizing such bank. (b) "Preopening noncapital expenditure" means any preopening expenditure other than such preopening expenditures as may be capitalized. SEC. 246. The heading of Article 5 (commencing with Section 400) is added to Chapter 3 of Division 1 of the Financial Code, to read: Article 5. Financial Institutions Fund SEC. 247. Section 400 of the Financial Code is amended and renumbered to read:400.1041. The articles of incorporation of the proposed bank or trust company shall be submitted to the commissioner for his or her approval before they are filed with the Secretary of State pursuant to the Corporations Code. After the articles have been filed with the Secretary of State the proposed bank or trust company shall: (a) File with the commissioner a copy of its articles of incorporation, certified by the Secretary of State. (b) File with the commissioner a statement in the form and with any supporting data as the commissioner may require showing that the entire contributed capital has been fully paid in lawful money, unconditionally, and that the funds representing the contributed capital, less sums spent as authorized by this article for preopening expenditures are on deposit in a state or national bank in this state, subject to withdrawal on demand. (c) Pay to the commissioner a fee of two thousand five hundred dollars ($2,500). SEC. 248. Section 401 of the Financial Code is amended and renumbered to read:401.1042. If the commissioner finds that the proposed bank or trust company has in good faith complied with all the requirements of law and fulfilled all the conditions precedent to commencing business imposed by this code or by regulation, the commissioner shall, within 30 days after the statement and supporting data specified in Section4001041 have been filed with him or her, issue in duplicate a certificate of authorization to transact business as a bank or trust company, as the case may be, and shall transmit one copy to the bank or trust company and place one copy on file in the department. The certificate of authorization shall state that the corporation named therein has complied with all the provisions of this code governing organization of banks or trust companies and that it is authorized to transact the business specified therein. SEC. 249. Section 402 of the Financial Code is amended and renumbered to read:402.1043. It shall be unlawful to accept payment of subscriptions for shares of any corporation proposing to engage in the banking or trust business unless authority to organize such corporation has been granted by the commissioner. SEC. 250. Section 403 of the Financial Code is amended and renumbered to read:403.1044. No corporation organized to transact a commercial banking or trust business shall transact any business until the commissioner has issued his or her certificate authorizing it to transact such business. No bank or trust company shall incur any indebtedness except that which is incidental to its organization until the amount of its contributed capital has been fully paid in lawful money to the cashier or chief financial officer thereof. SEC. 251. Section 404 of the Financial Code is amended and renumbered to read:404.1045. If the proposed bank or trust company fails to file evidence of incorporation and organization with the commissioner pursuant to Section4001041 within one year after the approval of the application for authority to organize the bank or trust company, the right to organize the bank or trust company automatically terminates. The commissioner, however, for good cause on written application filed before the expiration of the original period or any additional period, as the case may be, and payment of a fee of one hundred dollars ($100), may extend for additional periods not in excess of six months each the time within which the bank or trust company may be organized. SEC. 252. The heading of Article 6 (commencing with Section 405) is added to Chapter 3 of Division 1 of the Financial Code, to read: Article 6. State Banking Account SEC. 253. Section 405 of the Financial Code is amended and renumbered to read:405.1046. If the proposed bank or trust company fails to open for business within 90 days after the issuance of the certificate of authorization, the right to transact business automatically terminates. The commissioner, however, for good cause on written application filed before the end of said 90-day period, may extend for one additional period of not to exceed 90 days the time within which the bank or trust company may open for business. SEC. 254. Section 406 of the Financial Code is amended and renumbered to read:406.1047. It is unlawful to apply any part of the funds collected from subscribers or shareholders to the payment of commissions or fees for obtaining subscriptions or selling shares or, except with the prior approval of the commissioner, to the payment of preopening noncapital expenditures. SEC. 255. Section 407 of the Financial Code is amended and renumbered to read:407.1048. Every bank and trust company shall keep posted in a conspicuous place in its banking room at its head office the certificate of authority to transact a banking or trust business issued by the commissioner. SEC. 256. The heading of Chapter 4 (commencing with Section 450) is added to Division 1 of the Financial Code, to read: CHAPTER 4. OPERATIONS SEC. 257. The heading of Chapter 4 (commencing with Section 500) of Division 1 of the Financial Code is repealed.CHAPTER 4. BANK OFFICESSEC. 258. Section 500 of the Financial Code is amended and renumbered to read:500.1070. For purposes of this chapter, the following definitions apply: (a) "Automated teller machine" means any electronic information processing device used by a financial institution and its customers for the primary purpose of executing transactions solely between the financial institution and its customers, if the transactions are not incidental to sales between the customer and a business entity other than a financial institution. (b) "Branch office" means any office at which core banking business is conducted other than an automated teller machine, a device used to facilitate check guarantee or check authorization, or a remote service facility as defined in subsection (d) of Section 345.12 of Title 12 of the Code of Federal Regulations. (c) "Core banking business" means the business of receiving deposits, paying checks, making loans, and other activities that the commissioner may specify by order or regulation. "Core banking business," when used to describe the trust business, includes receiving fiduciary assets and administering fiduciary accounts. (d) "Facility," means an office in this state at which a bank engages in noncore banking business but at which it does not engage in core banking business. (e) "Head office" means the office designated by the bank as its headquarters. (f) "Noncore banking business" means all activities permissible for banks, except core banking business, and except those activities prohibited by law or determined by the commissioner by regulation or order not to be noncore banking business. (g) "Office" means the head office, any branch office, and any facility office of a bank. (h) "Redesignate offices" means (1) the relocation by a bank of its head office to the site of a branch or facility office in this state and the concurrent establishment by the bank of an office at the former site of the head office, or (2) the relocation by a bank of a branch office to the site of a facility office and the concurrent establishment by the bank of a branch or facility office at the former site of the branch office. SEC. 259. Section 501 of the Financial Code is amended and renumbered to read:501.1071. The commissioner shall issue a certificate in duplicate authorizing a bank to establish and maintain an office. A bank shall pay a fee of twenty-five dollars ($25) for every certificate the commissioner issues pursuant to this section. SEC. 260. Section 502 of the Financial Code is amended and renumbered to read:502.1072. Every bank shall establish and maintain a head office which shall be located in this state. SEC. 261. Section 503 of the Financial Code is amended and renumbered to read:503.1073. A bank, with the approval of its board, may establish and maintain one or more offices. SEC. 262. Section 504 of the Financial Code is amended and renumbered to read:504.1074. A bank, with the approval of its board, may relocate an office. SEC. 263. Section 505 of the Financial Code is amended and renumbered to read:505.1075. A bank, with the approval of its board, may redesignate offices. SEC. 264. Section 506 of the Financial Code is amended and renumbered to read:506.1076. Each time a bank establishes an office, relocates an office, or redesignates an office, the bank shall, within 10 days of the establishment, relocation, or redesignation of the offices, file a notice with the commissioner. The notice shall include: (a) The type of office or offices to be established, relocated, or redesignated. (b) The complete address of the office or offices to be established, relocated, or redesignated. If an office is being relocated, the old address of the office and the address at which the office will be relocated. (c) The date the office or offices were established, relocated, or redesignated. (d) The appropriate fee for the certificate or certificates to be issued by the commissioner. SEC. 265. Section 507 of the Financial Code is amended and renumbered to read:507.1077. On or before January 1 of each year, every bank shall file with the commissioner a list of all offices that are currently maintained and operated by the bank. The report shall designate the type of each office that is being maintained and operated, and the complete address of each office. SEC. 266. Section 508 of the Financial Code is amended and renumbered to read:508.1078. (a) A bank may close or discontinue the operation of any branch office if, before the closing or discontinuance, (1) the bank files with the commissioner a notice containing the information in subdivision (b), and (2) the commissioner within 60 days after the filing of the notice or any longer period to which the bank consents, filing of the notice or any longer period to which the bank consents, either (A) issues a written statement not objecting to the notice, or (B) does not issue a written objection to the notice. (b) (1) A notice filed under subdivision (a) shall contain all of the following information: (A) The name of the California state bank. (B) The location of the branch office proposed to be closed or discontinued. (C) The location of the office to which the business of the branch office proposed to be closed or discontinued is proposed to be transferred. (D) The proposed date of closing or discontinuance. (E) A detailed statement of the reasons for the decision to close the branch office. (F) Statistical or other information in support of the reasons consistent with the institution's written policy for branch office closings. (G) Any other information that the commissioner may require. (2) A notice filed under subdivision (a) shall be in the form, shall be signed in the manner, and shall, if the commissioner requires, be verified in the manner that the commissioner may require. (c) For purposes of subdivision (a), a notice is deemed to be filed with the commissioner at the time when the complete notice, including any amendments or supplements, containing all the information required by the commissioner, and otherwise complying with subdivision (b), is received by the commissioner. (d) In determining whether or not to object to a notice filed under subdivision (a), except if the commissioner finds that it is necessary in the interests of safety and soundness that the branch office be closed or discontinued, the commissioner shall consider whether the closing or discontinuance of the branch office will have a seriously adverse effect on the public convenience or advantage. SEC. 267. Section 509 of the Financial Code is amended and renumbered to read:509.1079. If the commissioner finds for any reason that the establishment, relocation, or redesignation of office would be unsafe or unsound for a bank, the commissioner may order the bank not to establish, relocate, or redesignate offices without the prior approval of the commissioner. The order may contain any other restrictions and conditions as the commissioner deems necessary. SEC. 268. Section 510 of the Financial Code is amended and renumbered to read:510.1080. If a bank violates any provision of this chapter or fails to comply with any order, the commissioner may levy a penalty against the bank pursuant to Section 216.3. SEC. 269. Section 511 of the Financial Code is amended and renumbered to read:511.1081. A bank, with the approval of its board, may discontinue a facility office. Within 10 days of the date of the closure of the facility office, the bank shall file a notice of that discontinuance with the commissioner. The notice shall contain the information required by Section 506. There shall be no fee associated with the discontinuance of a facility office. SEC. 270. The heading of Chapter 4.5 (commencing with Section 550) of Division 1 of the Financial Code is repealed.CHAPTER 4.5. AUTHORIZATIONS FOR BANKSSEC. 271. The heading of Chapter 5 (commencing with Section 550) is added to Division 1 of the Financial Code, to read: CHAPTER 5. ENFORCEMENT SEC. 272. Section 550 of the Financial Code is amended and renumbered to read:550.1300. (a) Notwithstanding the provisions of Sections 1051, 1052, and 1054 of the Labor Code and Section 2947 of the Penal Code, a bank or any affiliate thereof, licensed under the laws of any state or of the United States, or any officer or employee thereof, may deliver fingerprints taken of a director, an officer, an employee, or an applicant for employment to local, state, or federal law enforcement agencies for the purpose of obtaining information as to the existence and nature of a criminal record, if any, of the person fingerprinted relating to convictions, and to any arrest for which that person is released on bail or on his or her own recognizance pending trial, for the commission or attempted commission of a crime involving robbery, burglary, theft, embezzlement, fraud, forgery, bookmaking, receiving stolen property, counterfeiting, or involving checks or credit cards or using computers. (b) The Department of Justice shall, pursuant to Section 11105 of the Penal Code, and a local agency may, pursuant to Section 13300 of the Penal Code, furnish to the officer of the bank or affiliate responsible for the final decision regarding employment of the person fingerprinted, or to his or her designees having responsibilities for personnel or security decisions in the usual scope and course of their employment with the bank or affiliate, summary criminal history information when requested pursuant to this section. If, upon evaluation of the criminal history information received pursuant to this section, the bank or affiliate determines that employment of the person fingerprinted would constitute an unreasonable risk to that bank or affiliate or its customers, the person may be denied employment. (c) Banks and their affiliates shall submit to the Department of Justice fingerprint images and related information required by the Department of Justice of all directors, officers, employees, or an applicant for employment for the purpose of obtaining information regarding the existence and content of a record of state and federal convictions and also information regarding the existence and content of a record of state and federal arrests for which the Department of Justice establishes that the person is free on bail, or on his or her own recognizance, pending trial or appeal. (d) When the Department of Justice receives a request under this section for federal summary criminal history information, it shall forward the request to the Federal Bureau of Investigation. Once the information is received from the Federal Bureau of Investigation, the Department of Justice shall review, compile, and disseminate the information to the federally chartered bank or affiliate pursuant to paragraph (1) of subdivision (o) of Section 11105 of the Penal Code. (e) When the Department of Justice receives a request for federal summary criminal history information from a nonchartered bank, it shall forward the request to the Federal Bureau of Investigation. Once the information is received from the Federal Bureau of Investigation, the Department of Justice shall review and provide a fitness determination on an applicant for employment based on criminal convictions or on arrests for which the person is released on bail or on his or her own recognizance pending trial for the commission or attempted commission of crimes specified in subdivision (a). (f) A bank or affiliate may request from the Department of Justice subsequent arrest notification service, as provided pursuant to Section 11105.2 of the Penal Code, for persons described in subdivision (a). (g) The Department of Justice shall charge a fee sufficient to cover the cost of processing the requests described in this section. (h) Any criminal history information obtained pursuant to this section is confidential and no recipient shall disclose its contents other than for the purpose for which it was acquired. (i) "Affiliate," as used in this section, means any corporation controlling, controlled by, or under common control with, a bank, whether directly, indirectly, or through one or more intermediaries. SEC. 273. Section 551 of the Financial Code is amended and renumbered to read:551.1301. (a) Notwithstanding Section 726 of the Code of Civil Procedure or any other provision of law to the contrary, a state or nationally chartered bank, its subsidiaries or affiliates transacting business in this state, or any successor in interest thereto, that originates, acquires, or purchases, in whole or in part, any loan secured directly or collaterally, in whole or in part, by a mortgage or deed of trust on real property, or any interest therein, may bring an action for recovery of damages, including exemplary damages not to exceed 50 percent of the actual damages, against a borrower where the action is based on fraud under Section 1572 of the Civil Code and the fraudulent conduct by the borrower induced the original lender to make that loan. (b) The provisions of this section shall not apply to loans secured by single-family, owner-occupied residential real property, when the property is actually occupied by the borrower as represented to the lender in order to obtain the loan and the loan is for an amount of one hundred fifty thousand dollars ($150,000) or less, as adjusted annually, commencing on January 1, 1987, to the Consumer Price Index as published by the United States Department of Labor. (c) Any action maintained under this section for damages shall not constitute a money judgment for deficiency or a deficiency judgment within the meaning of Section 580a, 580b, or 580d of the Code of Civil Procedure. SEC. 274. The heading of Chapter 5 (commencing with Section 600) of Division 1 of the Financial Code is repealed.CHAPTER 5. CORPORATE REQUIREMENTSSEC. 275. The heading of Article 1 (commencing with Section 600) of Chapter 5 of Division 1 of the Financial Code is repealed.Article 1. Articles, Bylaws, and NameSEC. 276. The heading of Chapter 6 (commencing with Section 600) is added to Division 1 of the Financial Code, to read: CHAPTER 6. LIQUIDATION AND CONSERVATION SEC. 277. The heading of Article 1 (commencing with Section 600) is added to Chapter 6 of Division 1 of the Financial Code, to read: Article 1. General Provisions SEC. 278. Section 600 of the Financial Code is amended and renumbered to read:600.1100. The articles of each bank shall contain the applicable one of the following statements: (a) In case the bank is, or is proposed to be, a commercial bank not authorized to engage in trust business, that the purpose of the corporation is to engage in commercial banking business and any other lawful activities which are not, by applicable laws or regulations, prohibited to a commercial bank. (b) In case the bank is, or is proposed to be, a commercial bank authorized to engage in trust business, that the purpose of the corporation is to engage in commercial banking business and trust business and any other lawful activities which are not, by applicable laws or regulations, prohibited to a commercial bank authorized to engage in trust business. (c) In case the bank is, or is proposed to be, an industrial bank not authorized to engage in trust business, that the purpose of the corporation is to engage in industrial banking business and any other lawful activities which are not, by applicable laws or regulations, prohibited to an industrial bank. (d) In case the bank is, or is proposed to be, an industrial bank authorized to engage in trust business, that the purpose of the corporation is to engage in industrial banking business and trust business and any other lawful activities which are not, by applicable laws or regulations, prohibited to an industrial bank authorized to engage in trust business. (e) In case the bank is, or is proposed to be, a trust company (other than a commercial bank authorized to engage in trust business), that the purpose of the corporation is to engage in trust business and any other lawful activities which are not, by applicable laws or regulations, prohibited to a trust company. SEC. 279. Section 600.3 of the Financial Code is amended and renumbered to read:600.3.1101. (a) In this section: (1) "Assessment provision" means the provision in the articles of a bank that complies with the requirements of Section 600.2, as in effect immediately before the effective date of this section, or any predecessor statute. (2) "Bank" means any (A) California state bank or (B) corporation organized under the laws of this state for the purpose of transacting business pursuant to Article 1 (commencing with Section 3500) of Chapter 19. (b) On and after the effective date of this section, the assessment provision in the articles of a bank shall no longer be of any force or effect. (c) Notwithstanding Sections 902 and 903 of the Corporations Code, a bank may, on or after the effective date of this section, amend its articles by deleting the assessment provision with the approval of its board alone and without any approval of its outstanding shares. (d) (1) Any order issued before the effective date of this section by the commissioner pursuant to Section 662, as in effect immediately before the effective date of this section or any predecessor statute, shall, if and to the extent that the bank has not before that date levied and collected through sale of shares or otherwise, an assessment on its common shares, be deemed rescinded. (2) Any proceeding commenced before the effective date of this section by a bank to assess its common shares in accordance with an order issued by the commissioner pursuant to Section 662, as in effect immediately before the effective date of this section or any predecessor statute, shall be terminated on the effective date of this section. On and after the effective date of this section, the bank shall take no further action to levy or collect the assessment on its common shares, and any lien on the common shares created by the assessment shall be deemed extinguished. SEC. 280. Section 600.4 of the Financial Code is amended and renumbered to read:600.4.1102. (a) No amendment of the articles of a bank (other than an amendment set forth in an agreement of merger or in a certificate of ownership executed pursuant to Section 1110 of the Corporations Code that requires the approval of the commissioner pursuant to Chapter 4 (commencing with Section 4880) of Division 1.5) shall become effective unless the certificate of amendment or other instrument setting forth the amendment is filed with the Secretary of State with the commissioner' s approval endorsed thereon. Promptly after the amendment becomes effective, the bank shall file with the commissioner a copy of the certificate of amendment or other instrument certified by the Secretary of State. (b) Any amendment of the articles of a bank set forth in an agreement of merger or in a certificate of ownership executed pursuant to Section 1110 of the Corporations Code that requires the approval of the commissioner pursuant to Chapter 4 (commencing with Section 4880) of Division 1.5, shall become effective at the time when the merger becomes effective pursuant to this division. SEC. 281. Section 600.6 of the Financial Code is amended and renumbered to read:600.6.1103. No restated articles of a bank shall become effective unless the certificate setting forth such restated articles is filed with the Secretary of State with the commissioner's approval endorsed thereon. Promptly after the restated articles become effective, such bank shall file with the commissioner a copy of such certificate certified by the Secretary of State. SEC. 282. Section 600.8 of the Financial Code is amended and renumbered to read:600.8.1104. No certificate of determination of a bank shall become effective unless such certificate of determination is filed with the Secretary of State with the commissioner's approval endorsed thereon. Promptly after the certificate of determination becomes effective, such bank shall file with the commissioner a copy of the certificate of determination certified by the Secretary of State. SEC. 283. Section 600.10 of the Financial Code is amended and renumbered to read:600.10.1105. No certificate of correction of a bank shall become effective unless such certificate of correction is filed with the Secretary of State with the commissioner's approval endorsed thereon. Promptly after the certificate of correction becomes effective, such bank shall file with the commissioner a copy of the certificate of correction certified by the Secretary of State. SEC. 284. Section 600.12 of the Financial Code is amended and renumbered to read:600.12.1106. No certificate of revocation of a bank shall become effective unless such certificate of revocation is filed with the Secretary of State with the commissioner's approval endorsed thereon. Promptly after the certificate of revocation becomes effective, such bank shall file with the commissioner a copy of the certificate of revocation certified by the Secretary of State. SEC. 285. Section 602 of the Financial Code is amended and renumbered to read:602.1107. (a) A bank may change its name if it files with the commissioner a report on the proposed change not less than 30 days before the change. The report shall be in the form, shall contain the information, shall be signed in the manner, and shall, if the commissioner so requires, be verified in the manner the commissioner may require. (b) Whenever a bank changes its name, the bank shall surrender to the commissioner for cancellation the certificates of authority under its old name for its head office, any branch offices, and any places of business. The commissioner shall issue to the bank replacement certificates under the bank's new name and the bank shall pay to the commissioner a fee of twenty-five dollars ($25) for each replacement certificate. (c) The commissioner may not deny an application for approval of an amendment of the articles of incorporation of a bank which changes the name of the bank or any other application of a bank relating to a change in the name of the bank because the new name of the bank resembles so closely, as to be likely to cause confusion, the name of any other bank. SEC. 286. The heading of Article 2 (commencing with Section 620) of Chapter 5 of Division 1 of the Financial Code is repealed.Article 2. SharesSEC. 287. The heading of Article 2 (commencing with Section 620) is added to Chapter 6 of Division 1 of the Financial Code, to read: Article 2. Conservation and Liquidation of an Insured Licensee SEC. 288. Section 620 of the Financial Code is amended and renumbered to read:620.1120. A bank may, with the approval of its board, determine and from time to time redetermine the par value of any class or series of its shares unless its articles provide that such shares shall have par value and specify the par value of such shares. SEC. 289. Section 621 of the Financial Code is amended and renumbered to read:621.1121. No bank or trust company after October 1, 1949, shall issue any shares before they are fully paid for. SEC. 290. Section 622 of the Financial Code is amended and renumbered to read:622.1122. No bank shall issue any shares in consideration of: (a) Services rendered in the organization of such bank; or (b) Any note (whether or not negotiable and whether or not secured) made by the purchaser of such shares.