23-45-102. Definitions.

23-45-102. Definitions. (a) Subject to other definitions contained in subsequent sections of the Arkansas Banking Code of 1997, and unless the context otherwise requires, in the Arkansas Banking Code of 1997: (1) “Affiliate” means, with respect to a specified person, a person that controls, is controlled by, or is under common control with another person; (2) “Arkansas bank” means a bank whose home state is Arkansas; (3) “Arkansas bank holding company” means a bank holding company that controls one (1) or more state banks. As used in this subdivision (a)(3), “control” has the meaning set forth in 12 U.S.C. § 1841(a)(2); (4) “Arkansas Banking Code of 1997” means the Arkansas Banking Code of 1997, chapters 45-50 of this title; (5)(A) “Bank” means a state bank or a national bank or an out-of-state state-chartered bank that has received a certificate of authority under § 23-48-1001. (B) “Bank” shall also include any foreign bank organized under the laws of a territory of the United States, the Commonwealth of Puerto Rico, Guam, American Samoa, or the United States Virgin Islands, the deposits of which are insured by the Federal Deposit Insurance Corporation; (6)(A) “Bank holding company” means any company, foreign or domestic, including a bank: (i) That directly or indirectly owns, controls, or holds with power to vote twenty-five percent (25%) or more of the voting shares of any bank; (ii) That controls in any manner the election of a majority of the directors of any bank; or (iii) For the benefit of whose shareholders or members twenty-five percent (25%) or more of the voting shares of any bank or a bank holding company is held by trustees. (B) Notwithstanding the foregoing: (i) No company shall be a bank holding company by virtue of its ownership or control of shares that are acquired by it in connection with its underwriting of securities and that are held only for such period of time as will permit the sale thereof upon a reasonable basis; and (ii) No company formed for the sole purpose of participating in a proxy solicitation shall be a bank holding company by virtue of its control of voting rights of shares acquired in the course of the solicitation. (C) As used in this definition of “bank holding company”, “company” means any corporation, limited liability company, or business trust doing business in this state but does not include any corporation the majority of the shares of which are owned by the United States or by any state; (7) “Banking board” means the State Banking Board; (8) “Bank premises” includes the state bank's or subsidiary trust company's main office site, all branch and other lawful office sites, the main office building and all other branch and other lawful office buildings, any or all of which may have additional space for occupancy by tenants, and any parking areas or parking structures that constitute adjuncts to any of the state bank or subsidiary trust company property; (9) “Bank supervisory agency” means: (A) Any agency of another state with primary responsibility for chartering and supervising banks; and (B) The United States Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, and their successors; (10) “Capital base” means the sum of capital, surplus, and undivided profits, plus any additions and less any subtractions which the Bank Commissioner may by rule prescribe; (11) [Repealed.] (12) “Commissioner” means the Bank Commissioner; (13) “Court” means a court of competent jurisdiction; (14) “Day” means a calendar day; (15) “Department” means the State Bank Department of this state; (16) “Department rules” or “department rule” means rules promulgated by the commissioner with the approval of the State Banking Board; (17) “Deposit” and “deposit account” mean the unpaid balance of money or its equivalent received or held by a bank in the usual course of its banking business and which represents a liability of the bank, for which it has given or is obligated to give credit, either conditionally or unconditionally, to a checking, savings, time or similar account, or that is evidenced by its certificate of deposit or similar certificate or a check or draft drawn against a deposit account and certified by the bank or a draft or cashier's, officer's, or traveler's check or money order or similar instrument on which the bank is primarily liable, and that has not been paid and other obligations or instruments of a bank that may be included in the definition of “deposit” or “deposit account” in department rules; (18)(A) “De novo charter” means a charter for a bank that has been in existence for less than five (5) years, but it does not include a charter that is issued in connection with the acquisition of assets or liabilities from a predecessor financial institution. (B) A bank resulting from the conversion of a savings and loan association to a bank, from the conversion of a state bank to a national bank, or from the conversion of a national bank to a state bank shall be deemed to have been in existence, for the purpose of determining whether it has a de novo charter, from the date the converting institution came into existence; (19) “Depository institution” means any bank, savings and loan association, state or federal credit union, or any corporation that the commissioner determines to be operating in substantially the same manner as such entities; (20) “Federal financial institutions' regulatory agency” means the Federal Reserve System, including the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the United States Comptroller of the Currency, or the Office of Thrift Supervision [abolished], or their successors; (21) “Financial institution” means any state bank, registered out-of-state bank, bank holding company, trust company, or subsidiary trust company; (22) “Home state” means: (A) With respect to a state-chartered bank, the state by which the bank is chartered; (B) With respect to a national bank, the state in which the main office of the bank is located; and (C) With respect to a foreign bank, the state determined to be the home state of the foreign bank under 12 U.S.C. § 3103(c); (23) “Home state regulator” means, with respect to an out-of-state state-chartered bank, the bank supervisory agency of the state in which the bank is chartered; (24) “Host state” means a state other than the home state of a bank in which the bank maintains or seeks to establish and maintain a branch; (25) “Interstate merger transaction” means: (A) The merger or consolidation of banks with different home states and the conversion of branches of any bank involved in the merger or consolidation into branches of the resulting bank; or (B) The purchase of all or substantially all of the assets including all or substantially all of the branches and the assumption of all or substantially all of the liabilities of a bank whose home state is different from the home state of the acquiring bank; (26) “Main banking office” or “main office”, with respect to a bank, means the main banking office designated or provided for in the articles of incorporation of a state bank, and the main office designated or provided for in the articles of association of a national bank, at such identified location as shall have been or as hereafter may be approved by the commissioner, in the case of a state bank, or by the appropriate federal regulatory agency, in the case of a national bank; (27) “Merging bank” means a bank that is a party to a merger or an interstate merger transaction and that is not the resulting bank; (28) “National bank” means a national banking association organized pursuant to 12 U.S.C. §§ 21—215(b); (29) “National trust company” means a company organized under the laws of the United States to conduct trust business and business incidental to trust business in this state or of which more than fifty percent (50%) of the voting stock is owned, directly or indirectly, by a bank holding company that also owns, directly or indirectly, an affiliated bank as defined in § 23-47-801 et seq.; (30) “Order” means all or any part of the final disposition, whether affirmative, negative, injunctive, or declaratory in form, by the commissioner or the State Banking Board, of any matter other than the making of rules of general application; (31) “Out-of-state bank” means a bank whose home state is any state other than Arkansas; (32) “Out-of-state state-chartered bank” means any bank chartered under the laws of any state other than Arkansas; (33) “Person” means an individual, corporation, partnership, joint venture, trust, estate, limited liability company or other unincorporated association, or any other legal or commercial entity; (34) “Predecessor financial institution” means a depository institution whose charter ceased to exist in connection with the purchase of its assets or the assumption of its liabilities by a successor bank; (35) “Registered out-of-state bank” means an out-of-state bank that has a certificate of authority pursuant to the terms of § 23-48-1001 et seq.; (36) “Resulting bank” means: (A) One (1) or more banks created from a merger or conversion; or (B) The bank purchasing over fifty percent (50%) of the assets or assuming over fifty percent (50%) of the liabilities of another depository institution in a purchase or assumption transaction or an interstate merger transaction; (37) “Safe deposit box” means a safe, box, or other receptacle for the safekeeping of property, that is located on a bank's premises and leased by the bank to a lessee; (38) “Savings and loan association” means a corporation carrying on the business of a savings and loan association or a building and loan association under a charter issued by this state, or any federal savings association or federal savings bank which is chartered under federal law; (39) “State bank” means: (A) A corporation created pursuant to either Acts 1913, No. 113, or Acts 1969, No. 179, or pursuant to any predecessor or successor act or acts of either of the foregoing, and existing and authorized under the laws of this state on May 30, 1997, to engage in a general commercial banking business; and (B) A corporation organized under the provisions of this chapter and authorized thereunder to engage in a general commercial banking business; and (40) “Subsidiary trust company” means a corporation organized under the Arkansas Business Corporation Act, § 4-27-101 et seq., and authorized by the commissioner pursuant to § 23-47-801 et seq. or the Bank Holding Company Subsidiary Trust Company Formation Act of 1989, § 23-32-1901 et seq. [repealed], to conduct trust business and business incidental to trust business in this state, of which more than fifty percent (50%) of the voting stock is owned, directly or indirectly, by a bank holding company that also owns, directly or indirectly, an affiliated bank as that term is defined in § 23-47-801 et seq. (b) For the purposes of defining, “home state”, “host state”, “home state regulator”, “out-of-state bank”, and “out-of-state state-chartered bank”, the term “state” means any state of the United States, the District of Columbia, any territory of the United States, the Commonwealth of Puerto Rico, Guam, American Samoa, the Trust Territory of the Pacific Islands, the United States Virgin Islands, and the Northern Marianas Islands.