As used in this chapter, and in the Commissioner's administration
and enforcement of Finance Code Title 3, Subtitle C, the following
words and terms are assigned the following meanings, unless the context
clearly indicates otherwise.
(1) Affiliate--An affiliate of, or person affiliated
with, a person that directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with, the
person specified.
(2) Affiliated person--
(A) a director, officer, or controlling person of a
savings bank;
(B) a spouse of a director, officer, or controlling
person of a savings bank;
(C) a member of the immediate family of a director,
officer, or controlling person of a savings bank, who is a director
or officer of any subsidiary of a savings bank or of any holding company
affiliate of a savings bank;
(D) any company (other than the savings bank, its holding
company, or an operating subsidiary) of which a director, officer,
or controlling person of a savings bank:
(i) is a director or officer;
(ii) in the case of a limited liability company, is
a manager or managing member;
(iii) in the case of a partnership, is a general partner;
(iv) in the case of a partnership, is a limited partner
who, directly or indirectly, either alone or with his or her spouse
and the members of their immediate family who are also affiliated
persons of the savings bank, owns an interest of 10% or more in the
partnership (based on the value of their contribution) or who, directly
or indirectly with other directors, officers, and controlling persons
of a savings bank, and their spouses and their immediate family members
who are also affiliated persons of the savings bank, owns an interest
of 25% or more in the partnership; or
(v) directly or indirectly, either alone or with their
spouse and the members of their immediate family, who are also affiliated
persons of the savings bank, owns or controls 10% or more of any class
of equity securities, or owns or controls with other directors, officers,
and controlling persons of a savings bank and their spouses and their
immediate family members, who are also affiliated persons of the savings
bank, 25% or more of any class of equity securities; and
(E) any trust or other estate in which a director,
officer, or controlling person of a savings bank, or a member of the
director's, officer's, or controlling person's immediate family, has
a substantial beneficial interest or as to which such person or his
or her spouse serves as trustee or in a similar fiduciary capacity.
(3) Application--An application requesting authorization
or other relief from the Commissioner pursuant to this chapter or
under the Texas Savings Bank Act for which a filing fee is required
under §75.102 of this section (relating to Application Fees and
Charges).
(4) Appropriate banking agency--Has the meaning assigned
by the Texas Savings Bank Act (Finance Code §91.002).
(5) Board--Has the meaning assigned by the Texas Savings
Bank Act (Finance Code §91.002).
(6) Bylaws--The rules adopted to regulate or manage
a company, regardless of the name used to designate the rules, and
with respect to a limited liability company (including a limited savings
bank), means the company agreement, or similar rules adopted to regulate
or manage the limited liability company.
(7) Capital stock--Has the meaning assigned by the
Texas Savings Bank Act (Tex. Fin. Code §91.002).
(8) Capital stock savings bank--Has the meaning assigned
by the Texas Savings Bank Act (Finance Code §91.002).
(9) Certificate of formation--The document evidencing
the formation of the business entity, referred to in other governmental
jurisdictions as the articles of incorporation, certificate of incorporation,
or articles of organization, as applicable.
(10) Commissioner--The savings and mortgage lending
commissioner appointed under Finance Code Chapter 13.
(11) Company--Has the meaning assigned by the Texas
Savings Bank Act (Finance Code §91.002).
(12) Control--The power to exercise, directly or indirectly,
a controlling influence over the management or policies of a company.
Control is deemed to exist when a person, directly or indirectly,
or acting through or in concert with one or more persons:
(A) owns, controls, or has the power to vote 25% or
more of any class of voting securities of a company;
(B) is an officer or director of the company and owns,
controls, or has the power to vote 10% or more of any class of voting
securities of a company, and no other person owns, controls, or has
the power to vote a greater percentage of that class of voting securities;
or
(C) controls, in any manner, the election of a majority
of the directors, trustees, or other persons exercising similar functions
of a company.
(13) Controlling person--A person having control as
defined by paragraph (12) of this section.
(14) Day--A calendar day, unless another method of
counting days is specified.
(15) Deposit account--Has the meaning assigned by the
Texas Savings Bank Act (Finance Code §91.002).
(16) Deposit liability--Has the meaning assigned by
the Texas Savings Bank Act (Finance Code §91.002).
(17) FDIC--The Federal Deposit Insurance Corporation,
including any successor.
(18) Finance Commission--The Finance Commission of
Texas, the oversight body responsible for overseeing and coordinating
the Department under Finance Code Chapter 11.
(19) Financial institution--Has the meaning assigned
by the Texas Savings Bank Act (Finance Code §91.002).
(20) GAAP--Generally Accepted Accounting Principles.
(21) Holding company affiliate--A company of which
a savings bank is a subsidiary and any other subsidiary of such company
other than a subsidiary of the savings bank.
(22) Home office--The office where a savings bank has
its headquarters and from which all of its operations are directed.
(23) Immediate family--The spouse of an individual,
the individual's minor children, and any of the individual's children
(including adults) residing in the individual's home.
(24) Issuer--The savings bank that issued the security
in question.
(25) Limited savings bank--Has the meaning assigned
by the Texas Savings Bank Act (Finance Code §91.002).
(26) Managing officer--An individual designated by
the board as being responsible for, and having the authority to direct,
the day-to-day operations of the savings bank. The managing officer
must have sufficient banking experience, ability, standing, competence,
trustworthiness, and integrity to justify a belief that, under the
management and supervision of the managing officer, the savings bank
will operate in compliance with applicable law and that success of
the savings bank is probable.
(27) Member--Has the meaning assigned by the Texas
Savings Bank Act (Finance Code §91.002).
(28) Mutual savings bank--Has the meaning assigned
by the Texas Savings Bank Act (Finance Code §91.002).
(29) Officer--The president, any vice president (but
not an assistant vice president, second president, or other vice president
having authority similar to an assistant or second vice president),
the secretary, the treasurer, the comptroller, and any other person
performing similar functions with respect to any entity or organization,
whether incorporated or unincorporated. The term "officer"
includes the chairman of the board, if the savings bank's certificate
of formation or bylaws authorize the chairman to participate in the
operating management of the entity or organization, or if the chairman
actually participates in such management.
(30) Person--An individual, corporation, a partnership,
an association, a joint stock company, a trust, an unincorporated
organization, any similar entity, or any combination of the foregoing
acting in concert.
(31) Recourse-- A contract by a borrower or guarantor
to repay 100% of all amounts due and owing under the loan.
(32) Savings bank--Has the meaning assigned by the
Texas Savings Bank Act (Finance Code §91.002).
(33) Shareholder--Has the meaning assigned by the Texas
Savings Bank Act (Finance Code §91.002).
(34) Subsidiary-- Any company that is controlled by
the savings bank or by a company that is controlled by a company which
is controlled, directly or indirectly, by the savings bank.
(35) Surplus--Has the meaning assigned by the Texas
Savings Bank Act (Finance Code §91.002).
(36) Texas Savings Bank Act--Finance Code Title 3,
Subtitle C (Finance Code §91.001 et
seq.).
(37) Unsafe and unsound practice--Has the meaning assigned
by the Texas Savings Bank Act (Finance Code §91.002), and includes
excessive operating expenses, excessive growth, high-risk or undiversified
investment positions, and non-existent or poorly followed lending
or underwriting policies, procedures, or guidelines.
(38) Voting security--Includes any security convertible
into or evidencing a right to acquire a voting security.
(39) Withdrawal value--Has the meaning assigned by
the Texas Savings Bank Act (Finance Code §91.002) in defining "withdrawal
value of deposit account."
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