As used in this chapter, and in the Commissioner's administration
and enforcement of Finance Code Title 3, Subtitle B, 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 association;
(B) a spouse of a director, officer, or controlling
person of a savings association;
(C) a member of the immediate family of a director,
officer, or controlling person of a savings association, who is a
director or officer of any subsidiary of a savings association or
of any holding company affiliate of a savings association;
(D) any company (other than the savings association,
its holding company, or an operating subsidiary) of which a director,
officer, or controlling person of a savings association:
(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 association, 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 association, and their spouses and their immediate
family members who are also affiliated persons of the savings association,
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 association, 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 association and their
spouses and their immediate family members, who are also affiliated
persons of the savings association, 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 association, 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 and Loan Act for which a filing fee is required
under §60.102 of this title (relating to Application Fees and
Charges).
(4) Appropriate banking agency--Has the meaning assigned
by the Texas Savings and Loan Act (Finance Code §61.002).
(5) Board--Has the meaning assigned by the Texas Savings
and Loan Act (Finance Code §61.002).
(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, 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 and Loan Act (Tex. Fin. Code §61.002).
(8) Capital stock association--Has the meaning assigned
by the Texas Savings and Loan Act (Finance Code §61.002).
(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 and Loan Act (Finance Code §61.002).
(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--A savings account, certificate
of deposit, withdrawable deposit, demand deposit account, checking
account, or any other term referring to the amount of money a savings
association owes an account holder as a result of the deposit of money
in the savings association.
(16) Deposit liability--The aggregate amount of money
shown by the books of the savings association to be owed to the savings
association's bank deposit account holders after applying any legal
or contractual reduction.
(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 Finance Code §201.101.
(20) GAAP--Generally Accepted Accounting Principles.
(21) Holding company--Has the meaning assigned by the
Texas Savings and Loan Act (Finance Code §61.002) in defining
the term "savings and loan holding company."
(22) Holding company affiliate--A company of which
a savings association is a subsidiary and any other subsidiary of
such company other than a subsidiary of the savings association.
(23) Home office--The office where a savings association
has its headquarters and from which all of its operations are directed.
(24) 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.
(25) Issuer--The savings association that issued the
security in question.
(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 association. 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 association will operate in compliance with applicable law
and that success of the savings association is probable.
(27) Member--Has the meaning assigned by the Texas
Savings and Loan Act (Finance Code §61.002).
(28) Mutual association--Has the meaning assigned by
the Texas Savings and Loan Act (Finance Code §61.002).
(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 association'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,
a savings 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 Association--Has the meaning assigned
by the Texas Savings and Loan Act (Finance Code §61.002) in defining
the term "association."
Cont'd... |
