Organization and Powers

C.R.S. tit. 11, art. 41
in effect

C.R.S. § 11-41-101 General organization

11-41-101. General organization. Domestic associations may be incorporated with shares or stock or both and with all the rights, powers, and privileges and subject to all the restrictions set forth in articles 40 to 46 of this title.

C.R.S. § 11-41-102 Restriction on corporate name

11-41-102. Restriction on corporate name. The name of each domestic association incorporated on or after May 17, 1939, shall include the words "savings and loan association". If the name of the domestic association contains the words "savings and loan association", it need not comply with the requirements of part 6 of article 90 of title 7, C.R.S. No association shall include in its name the words "guaranty" or "guarantee" or "mutual", unless organized without stock, or "permanent", unless organized with stock. The provisions of this section shall not affect the right of any association existing before May 17, 1939, to continue the use of its name.

C.R.S. § 11-41-103 Use of name "savings and loan association" restricted

11-41-103. Use of name "savings and loan association" restricted. It is unlawful for any person, firm, company, association, partnership, society, or corporation, either domestic or foreign, to transact business under any name or title which contains the term "savings and loan", or use any sign or circulate or use any letterhead, billhead, circular, or paper whatsoever, or advertise in any manner to indicate that its business is the character or kind of business carried on or transacted by a savings and loan association or which is calculated to lead the public to believe that its business is that of a savings and loan association, unless it is lawfully authorized to do business in this state under the provisions of articles 40 to 46 of this title or its charter and is actually engaged in carrying on a savings and loan business in this state under the provisions of said articles 40 to 46, and, upon action brought by the commissioner, injunction will lie to restrain any person, firm, company, partnership, society, corporation, or agent thereof from continuing to violate any of the provisions of this section.

C.R.S. § 11-41-104 Articles of incorporation

11-41-104. Articles of incorporation. (1) Any five or more persons who are citizens of this state and who may desire to form a corporation for the purpose of carrying on the business of a savings and loan association shall make, sign, and acknowledge, in triplicate, before some officer competent to take the acknowledgment of deeds, a certificate in writing, known as the articles of incorporation, in which shall be stated: (a) The name of said association, which shall not be identical with that of any other association in this state nor which so resembles the name of any other association as to be likely to lead to confusion as to its identity; (b) The objects for which the association is formed; (c) The name of the city or town and county in this state wherein the principal office of the association is to be located; (d) In the event it is a permanent stock company, the number of shares of permanent stock authorized and the number of shares of permanent stock subscribed for and the amount of cash actually paid in thereon; (e) The names of the incorporators, their respective occupations and residence addresses, and a statement of the number of shares or amount of stock subscribed by each and the amount of cash paid upon the shares or stock of each; (f) The kind or classes of shares or stock the association proposes to issue and a statement of all or any of the designations and the powers, rights, qualifications, limitations, or restrictions in respect of any classes of stock or shares of the association; (g) That the association shall have perpetual existence; (h) Whether or not cumulative voting shall be allowed in the election of directors; (i) That, if such is the case, the association is created for the purpose of carrying on part or all of its business beyond the limits of this state; (j) The number of directors and the names and residences of the directors who shall serve for the first year of its existence and until their successors are elected and qualified; (k) A statement as to whether the association is organized to issue and sell its shares and otherwise operate as a share association or to accept savings deposits and operate as a deposit association, as provided by the provisions of articles 40 to 46 of this title. (2) The certificate may also contain any other provisions which the incorporators may see fit to insert for the regulation and conduct of the affairs of the association, the directors, shareholders, and stockholders, or any class of shareholders or stockholders, but such provisions shall not conflict with the provisions of articles 40 to 46 of this title or the laws of the state of Colorado. (3) The provisions of this section shall be the exclusive authority for the incorporation of a domestic association, and nothing in either section 11-41-121 (1.5) or 11-41-133 (6) shall be construed or interpreted to authorize the organization of a domestic association by a foreign association by incorporation of a charter de novo.

C.R.S. § 11-41-105 Minimum stock subscription - issuance of preferred stock

11-41-105. Minimum stock subscription - issuance of preferred stock. (1) No permanent stock association shall be organized on or after July 1, 1983, unless, prior to the filing of its articles of incorporation, such minimum amount of its permanent stock and paid-in surplus as required by the commissioner has been subscribed for and the same paid for in lawful money of the United States and is in the custody of the persons named in the articles of incorporation as the members of the first board of directors. (2) Preferred stock may be issued by a permanent stock association at any time and shall have such preferences, powers, conversion provisions, and rights as the board of directors of the association may approve.

C.R.S. § 11-41-106 Approval of articles of incorporation

11-41-106. Approval of articles of incorporation. The articles of incorporation of any savings and loan association organized under articles 40 to 46 of this title shall not be filed in the office of the secretary of state of the state of Colorado or be received by the secretary of state for filing unless accompanied by a certificate of approval by the commissioner.

C.R.S. § 11-41-107 Documents deposited with commissioner

11-41-107. Documents deposited with commissioner. (1) Every domestic savings and loan association proposing to incorporate in this state shall first deposit with the commissioner the following documents: (a) Two signed and verified copies of the articles of incorporation of the association; (b) Two copies of the bylaws of the association; (c) Applications signed and verified by a majority of the initial directors of such association, setting forth: Names and addresses of the proposed incorporators, directors, and officers of such association; a statement of the experience and general fitness of the officers and directors to engage in the savings and loan business; an itemized statement of the estimated receipts and expenditures of such association for the first year showing that such association will have a reasonable chance to succeed in the territory in which it proposes to operate; and such other matters as the commissioner may require. Such application shall be accompanied by a fee in the form of a certified check in the amount established by the commissioner, payable to the division of financial services. (2) Upon receipt of the documents described in subsection (1) of this section, the commissioner shall immediately examine and investigate the advisability of issuing a certificate of approval for the association, and the commissioner shall issue a certificate of approval if, upon examination, the commissioner finds: (a) That the articles of incorporation comply with all the provisions of articles 40 to 46 of this title; (b) That the bylaws comply with the provisions of articles 40 to 46 of this title; (c) That the provisions of articles 40 to 46 of this title have been complied with; (d) That it is expedient and desirable to permit such association to engage in business; (e) That the officers and directors have the experience and general fitness to engage in a savings and loan business; (f) That the financial program of the association is sound; (g) That the association has a probable chance to succeed; (h) That its name is not so similar to that of any other association operating in this state as to mislead the public; but the words "the", "and", "mutual", "permanent", and "savings and loan association" shall not themselves constitute such similarity of names as to be likely to mislead the public. (3) If the commissioner finds that the association does not meet any of the requirements of subsection (2) of this section, the commissioner shall not issue a certificate of approval.

C.R.S. § 11-41-108 Refusal of certificate - appeal

11-41-108. Refusal of certificate - appeal. If the commissioner, after an examination, believes for any reason that a certificate of approval should not be issued and refuses to issue a certificate of approval, the commissioner shall file a written statement with the governor, the attorney general, and the state treasurer, giving in detail the commissioner's reasons for the refusal. After notice to all concerned and after a hearing, the governor, attorney general, and state treasurer may order the commissioner to issue the certificate of approval or may approve the commissioner's action in refusing a certificate of approval.

C.R.S. § 11-41-109 Certificate of approval - where articles filed

11-41-109. Certificate of approval - where articles filed. (1) If the commissioner finds affirmatively for the association upon all the matters set forth in section 11-41-107, the commissioner shall issue a certificate of approval in duplicate within sixty days after the finding, which certificate recites in substance the following: (a) That the articles of incorporation and bylaws have been filed in the commissioner's office; (b) That said articles of incorporation and bylaws conform to the provisions of the law; (c) That the commissioner has approved the articles of incorporation and bylaws. (2) The commissioner shall attach one of the certificates to each copy of the articles of incorporation, retain one copy of the articles of incorporation and bylaws in the commissioner's office, and return the other copy of the articles and bylaws, with the certificate of approval attached, to the association. Upon receipt of the articles of incorporation, the association shall file the articles of incorporation with the secretary of state, and certified copies of the articles of incorporation shall be filed by the association in the office of the county clerk and recorder of each county in this state in which the association may own real estate. The failure to file a certified copy in the office of the clerk and recorder of any county in this state does not affect the validity of the incorporation of any association that has made its filing with the secretary of state and has obtained a certificate of approval. In the event a true copy of the articles of incorporation is presented to the secretary of state with the request that the articles of incorporation be certified, the secretary of state shall certify the articles of incorporation for a fee in an amount that is determined and collected pursuant to section 24-21-104 (3). The certificate must contain, in addition to the usual statement, a statement that the attached copy is a true copy of the original articles of incorporation on file in the secretary of state's office and a statement as to the date of the filing of the articles of incorporation. When articles of incorporation or amendments to articles of incorporation have been filed in the office of the secretary of state, the secretary of state shall record and carefully preserve them in the secretary of state's office, and a copy of the articles of incorporation or amendments, duly certified by the secretary of state under the great seal of the state of Colorado, is evidence of the existence of the association and prima facie evidence of the contents of the articles of incorporation or amendments. (3) The secretary of state shall charge for the filing of documents for savings and loan associations the same fees that are charged for corporations with like capital stock, as prescribed in the "Colorado Corporation Code", and such fees shall be deposited in the department of state cash fund created in section 24-21-104 (3), C.R.S.

C.R.S. § 11-41-110 Body corporate

11-41-110. Body corporate. Upon making the articles of incorporation, obtaining a certificate of approval from the commissioner, filing the articles of incorporation and certificate of approval in the office of the secretary of state, and paying the filing fees therefor to the secretary of state, the persons so associating and their successors and assigns shall, from the date of the filing of the same with the office of the secretary of state, be a body corporate by the name set forth in said articles of incorporation, subject to dissolution as provided in articles 40 to 46 of this title and the laws of Colorado not in conflict with said articles 40 to 46. No association shall cease to exist or expire from neglect on the part of the association to elect officers or directors at the time mentioned in their articles of incorporation and bylaws, and all officers or directors elected by an association shall hold office until their successors are duly elected and qualified.

C.R.S. § 11-41-111 Renewal of corporate life

11-41-111. Renewal of corporate life. (1) Any association incorporated under any law prior to June 8, 1933, may extend its corporate life upon the affirmative vote of at least a majority of its directors at a special meeting of the board of directors called for that purpose, setting out the purpose of said meeting, and ratified by the written consent of persons holding in the aggregate more than two-thirds in book value of the outstanding stock and shares in such association. (2) The president or vice-president and the secretary or assistant secretary of said association shall certify the fact, under the seal of said association, and shall make as many certificates as may be necessary so as to file one in the office of the county clerk and recorder in each county wherein the association may do business, one in the office of the secretary of state, and one in the office of the commissioner, and thereupon the corporate life of said association shall be renewed in perpetuity, or for the term mentioned in the certificate, upon filing such certificate in the office of the secretary of state. All stockholders or shareholders have the same rights in the new association, so extended, as they had in the association as originally formed. (3) The extension of the term of existence of any such association in the manner provided shall not be so construed as enlarging any of the powers, privileges, or franchises theretofore enjoyed by such association. Upon the proper filing of any certificate of extension mentioned in articles 40 to 46 of this title, the corporate existence shall be considered as extended and continuous for the period specified in such certificate from the date of the previous expiration of such corporate existence, and said association shall be considered as then having had a continuous corporate existence to the time of the filing of such certificate of renewal.

C.R.S. § 11-41-112 Powers of savings and loan associations

11-41-112. Powers of savings and loan associations. (1) Savings and loan associations have the following powers: (a) To have succession of its corporate name; (b) As to all associations incorporated prior to June 8, 1933, to have existence for the period named in their articles of incorporation and, on the termination of such period, perpetually if so provided in the extension; (c) As to all associations incorporated under articles 40 to 46 of this title, to have existence perpetually; (d) To sue and be sued in any court of law or equity; (e) To have a corporate seal and to alter the same and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise; (f) To appoint such officers and agents as the business of the association shall require and allow them reasonable compensation; (g) To make bylaws, not inconsistent with the constitution or laws of the United States or of this state or the provisions of articles 40 to 46 of this title, and alter the same at pleasure, and make all needed rules and regulations for the transaction of its business and the control of its property and affairs, if a certified copy of same has been filed with the commissioner. The bylaws of an association may be amended either by the stockholders or shareholders at their annual meeting or by the board of directors of an association at any regular meeting of the board of directors; but no change in the bylaws shall take effect until approved by the commissioner. (h) To acquire, hold, mortgage, and convey all such real estate and personal property as may be transferred to it in the operation of its business; (i) To levy, assess, and collect from its shareholders such sums of money by way of installment dues and interest on loans as the association may provide in its bylaws; (j) To issue and sell shares as provided in sections 11-42-101 to 11-42-106 or, in the case of deposit associations operated under the provisions of section 11-42-125, to accept savings deposits as provided by such section; (k) To redeem its shares and repay the funds acquired thereby with such earnings as the same may be entitled according to the terms of the issue thereof if the same are no longer required for the purposes of the association; (l) To act as a trustee, custodian, or manager, or in any other fiduciary capacity to the same extent authorized and permitted by the laws and regulations applicable to federal savings and loan associations in Colorado, and, upon specific approval by the commissioner, to act as the trustee, custodian, or manager of any trust created or organized in the United States and forming a part of a stock bonus, pension, profit-sharing, or retirement plan that is qualified for specific tax treatment under the federal "Self-Employed Individuals Tax Retirement Act of 1962", 26 U.S.C. sec. 401 et seq., as amended or supplemented, or under any other act of congress enacted after June 2, 1971, as a substitute or replacement for the federal "Self-Employed Individuals Tax Retirement Act of 1962" or under the federal "Employee Retirement Income Security Act of 1974", 29 U.S.C. sec. 1001 et seq., as amended or supplemented. The association managing funds of any such plan, trust, or fund has, to the extent applicable to federal savings and loan associations in Colorado, all of the rights, powers, privileges, and immunities and is subject to the same obligations and duties as an individual fiduciary under like circumstances with power to make investments. All funds held in such fiduciary capacity by any association may be commingled for appropriate purposes of investment, but individual records shall be kept by the fiduciary for each participant and must show in proper detail all transactions engaged in under the authority of this subsection (1)(l). An association acting as a trustee may control accounts in or securities of an association pursuant to the exercise of its authority as a trustee any association may be commingled for appropriate purposes of investment, but individual records shall be kept by the fiduciary for each participant and must show in proper detail all transactions engaged in under the authority of this subsection (1)(l). An association acting as a trustee may control accounts in or securities of an association pursuant to the exercise of its authority as a trustee. The exercise by an association of any authority vested in it does not affect any other authority of the association. (m) To establish, subject to the regulations of the federal treasury department, a tax and loan account and serve as a depository for federal taxes or as a treasury tax and loan depository, and to satisfy any associated requirement; (n) To provide in its articles of incorporation for the elimination or limitation of the personal liability of a director to the corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director; except that such provision shall not eliminate or limit the liability of a director to the corporation or to its shareholders for monetary damages for: Any breach of the director's duty of loyalty to the corporation or its stockholders; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director to the corporation or to its shareholders for monetary damages for any act or omission occurring prior to the date when such provision becomes effective. (o) Pursuant to federal law or under such rules and regulations as may be prescribed by the financial services board and subject to regulations promulgated by the commissioner of insurance concerning the sale of insurance by savings and loan associations as provided in section 10-2-601, C.R.S., to act as the agent, through the savings and loan association or any service corporation thereof, for any fire, life, or other insurance company authorized to do business in this state by soliciting and selling insurance and collecting premiums on policies issued by such company. For services so rendered, such savings and loan association or service corporation of such savings and loan association may receive such fees or commissions as may be agreed upon between such entity and the insurance company for which it may act as agent.

C.R.S. § 11-41-112.5 Savings and loan association as fiduciary

11-41-112.5. Savings and loan association as fiduciary. It is unlawful for a savings and loan association to act as fiduciary, other than as escrow agent, unless it is authorized to do so by the commissioner.

C.R.S. § 11-41-113 Federal home loan bank membership

11-41-113. Federal home loan bank membership. (1) Any savings and loan association organized and incorporated under the laws of this state as a savings and loan association that is eligible to become a member of the federal home loan bank, in accordance with the "Federal Home Loan Bank Act", 12 U.S.C. sec. 1421 et seq., as amended, is authorized to subscribe for stock of the federal home loan bank for the district in which it is located and to invest its funds in such stock for the purpose and to the extent required and permitted by the "Federal Home Loan Bank Act", 12 U.S.C. sec. 1421 et seq., as amended, and is further authorized to furnish to the federal home loan bank reports of examinations of associations made by the commissioner, and is further authorized to consent to an examination to be made by the federal home loan bank, and is further authorized to do all other things as may be required by the "Federal Home Loan Bank Act", 12 U.S.C. sec. 1421 et seq., as amended, necessary to obtain and to continue membership in the federal home loan bank and to obtain advances from the federal home loan bank or that may be incidental to acquiring or holding membership and to obtaining advances from the federal home loan bank, and is authorized to assume all the duties, obligations, responsibilities, and liabilities and become entitled to all the benefits provided in the "Federal Home Loan Bank Act", 12 U.S.C. sec. 1421 et seq., as amended. (2) Any savings and loan association has the power to borrow money from the federal home loan bank, when authorized by resolution of its board of directors, upon such terms and rates of interest as may be agreed upon and is authorized to assign and pledge its notes, bonds, mortgages, or other property and to repledge the shares of stock pledged to it as collateral security without securing the consent of the owner thereto as security for the repayment of its indebtedness for money borrowed. (3) Such pledgee of any note or other evidence of indebtedness due to an association has the right to enforce in its own name or in the name of the association all appropriate remedies to enforce collection, whether or not the shares described in connection with said note are held by such pledgee. Any obligation incurred by or loan made to an association shall constitute a claim against the association's assets and shall be payable in advance of and by preference over all claims or rights of the shareholders or stockholders of such association and shall be prior to and outrank any demand or application for withdrawal or cancellation of all classes of shares or stock or units or certificates in said association including prepaid and matured shares. The existence of a withdrawal list consisting of members desiring to withdraw from the association shall not prevent the board of directors of such association, in its discretion, from borrowing money from the federal home loan bank, to be used for the purpose of making mortgage loans to the members of the association or retiring bank loans, in which event all such amount of borrowed money may be exclusively used for the purpose borrowed or for other purposes, subject to the approval of the commissioner; but no savings and loan association shall at any time borrow money from the federal home loan bank in an amount exceeding any limit fixed by the laws of this state. (4) Any savings and loan association having funds in its treasury for investment, which funds are deemed by it to be in excess of the amount needed for loans to its members and for the payment of matured shares and withdrawals, has the power to invest such portion of these excess funds in the obligations, bonds, debentures, and other securities of the federal home loan bank; but such investments may not be made in an amount in excess of the limit, if any, provided by the laws of this state for investment of funds in classes of investment other than in mortgage loans to members of the association. shares and withdrawals, has the power to invest such portion of these excess funds in the obligations, bonds, debentures, and other securities of the federal home loan bank; but such investments may not be made in an amount in excess of the limit, if any, provided by the laws of this state for investment of funds in classes of investment other than in mortgage loans to members of the association. (5) Any officer, director, trustee, attorney, or agent of a savings and loan association, or other borrower, acting as agent for a federal home loan bank in the collection of interest, amortization, or installment payments on collateral deposited with said bank, who applies the proceeds of such collections otherwise than as provided in the agreement with the bank is guilty of theft and shall be subject to the punishment provided by the laws of this state for that offense.

C.R.S. § 11-41-114 How funds invested

11-41-114. How funds invested. (1) A savings and loan association may invest any portion of its funds in any of the following: (a) Loans to its members, secured by first lien trust deeds or mortgages upon improved real estate, and upon such plans of repayment, as provided in section 11-41-119, and in such other loans to its members as the commissioner may approve; (b) Bonds and other obligations of, or guaranteed as to interest and principal by, the United States; (c) Bonds or debentures issued by any federal home loan bank in accordance with the provisions of the "Federal Home Loan Bank Act"; (d) Consolidated federal home loan bank bonds or debentures issued by the federal home loan bank administration in accordance with the provisions of the "Federal Home Loan Bank Act"; (e) Bonds or debentures issued by the federal deposit insurance corporation or its successor in accordance with the provisions of Title IV of the "National Housing Act", and any amendments thereto; (f) Insured shares of savings and loan associations to the extent that each investment is insured by the federal deposit insurance corporation or its successor and uninsured shares of savings and loan associations but not to exceed ten thousand dollars in any one uninsured association, if such associations are incorporated under the laws of this state or the federal government and are doing business in this state and if such associations are functioning and operating without any restrictions imposed by order of the commissioner or federal home loan bank administration; (g) Bonds and legal registered warrants as are a direct obligation of the state of Colorado or of any county, city and county, school district, or incorporated city or town therein which has continuously existed as a lawful corporation for a period of at least fifteen years prior to the date thereof and whose bonds have not been in default as to principal or interest for a period of five years prior to the purchase of the same by any savings and loan association; (h) Other investments, as approved by the commissioner, in which and to the same extent that savings and loan associations, chartered in accordance with the provisions of the "Home Owners' Loan Act of 1933", as amended, may invest; (i) (I) Capital stock, obligations, or other securities of any corporation, if such corporation is engaged only in such businesses and activities as may be engaged in by corporations whose capital stock is a lawful investment for federal savings and loan associations under the laws, rules, and regulations applicable to all federal savings and loan associations similarly situated. The maximum total investment by any association in any such corporation or combination of corporations shall not exceed the maximum investment which federal savings and loan associations are permitted to maintain in capital stock, obligations, or other securities of similar corporations. (II) In addition to the maximum total investment provided in subparagraph (I) of this paragraph (i), an association may invest an additional three percent of its assets in such corporation or combination of corporations solely for residential real estate development through joint ventures. Nothing in this subparagraph (II) shall authorize participation in such joint ventures conditioned upon utilization of any real property held, directly or indirectly, by such corporation. This subparagraph (II) shall not be construed to authorize such corporation or combination of corporations to invest in real property unless such investment is initiated through a joint venture. h joint ventures. Nothing in this subparagraph (II) shall authorize participation in such joint ventures conditioned upon utilization of any real property held, directly or indirectly, by such corporation. This subparagraph (II) shall not be construed to authorize such corporation or combination of corporations to invest in real property unless such investment is initiated through a joint venture. (III) An association organized under the laws of this state shall not acquire the capital stock, obligations, or other securities of any corporation described in subsection (1)(i)(I) of this section until the corporation has filed in the office of the commissioner a statement agreeing to permit and pay all costs of any examinations or audits of the corporation by the commissioner that the commissioner deems necessary in order to confirm compliance with this subsection (1)(i). (j) Investments in real property and obligations secured by liens on real property located within a geographic area or neighborhood receiving concentrated development assistance by a local government under Title I of the "Housing and Community Development Act of 1974", as amended, but no investment in real property may exceed an aggregate investment of two percent of the assets of the association; (k) Loans as to which the association has the benefit of any guaranty under Title IV of the "Housing and Urban Development Act of 1968", as amended, or under part B of the "National Urban Policy and New Community Development Act of 1970", as amended, or under section 802 of the "Housing and Community Development Act of 1974", as amended, or of a commitment or agreement therefor; (l) Revenue obligations issued to provide, enlarge, or improve electric power, gas, water, and sewer facilities by any city or town having a population of not less than two thousand people at the time of the investment located in any state in the United States and such investment shall be in accordance with the laws of this state. (2) In addition to the acceptance of deposit or share accounts, any association may borrow money and negotiate for and receive such long-time or short-time loans evidenced by notes, bonds, debentures, or other securities as may be found necessary to advance the purposes of the association, subject to any limitations as to the total aggregate amount of such borrowings contained in the charter or articles of incorporation of the association or imposed by rules and regulations duly adopted by the commissioner. Except as limited by the terms of its charter or articles of incorporation or by duly adopted rules and regulations of the commissioner, an association may secure such borrowings by the mortgage, pledge, collateral assignment, or other hypothecation of its properties, including a trust or pool or mortgages or other encumbrance held by it. Without limiting the generality of the foregoing, an association may issue and sell securities guaranteed pursuant to section 306 (g) of the "National Housing Act", as amended, and may secure such securities as permitted in this subsection (2) and may issue and sell any other guaranteed or unguaranteed securities of a type or kind which may be issued and sold by federal savings and loan associations and secure the same with the property of the association to the same extent as permitted for federal savings and loan associations. of the "National Housing Act", as amended, and may secure such securities as permitted in this subsection (2) and may issue and sell any other guaranteed or unguaranteed securities of a type or kind which may be issued and sold by federal savings and loan associations and secure the same with the property of the association to the same extent as permitted for federal savings and loan associations. (3) Any association may invest in real estate or interests therein, including buildings and related parking facilities, for use in the conduct of the business of the association or for the conduct of such business and for rental to others of excess space; but no such investment may be made without the prior approval in writing of the commissioner if the total amount of all of such investments made by the association exceeds the aggregate amount of the association's general reserves, undivided profits, and surplus. A permitted investment under the foregoing provision shall be deemed to include the ownership of stock of a wholly-owned subsidiary corporation having as its exclusive activity the ownership and management of such property or interests. (4) An association may loan an amount not exceeding three percent of the association's assets in a manner not otherwise authorized by articles 40 to 47 of this title, on condition that such loans are related to real estate or housing. (5) An association may invest in real estate, real estate interests, and real estate related enterprises for the purpose of producing income, for inventory and sale, improvement, or rental by direct purchase or otherwise. The maximum total investment by an association pursuant to this subsection (5) shall not exceed ten percent of its assets reduced by the amount invested by the association in real estate through service corporations pursuant to paragraph (i) of subsection (1) of this section. In connection with such investment, the association may exercise all rights of an owner.

C.R.S. § 11-41-115 Interest rates on loans

11-41-115. Interest rates on loans. (1) Any savings and loan association may charge, contract for, and recover such rate of interest as may be provided in the notes or other evidences of indebtedness taken by the association. Notes secured solely by the pledge of shares and notes secured by real estate mortgages repayable upon the sinking fund plan shall be nonnegotiable in form, and all other notes, including those insured by the federal housing administrator and those taken in connection with loans to veterans under the provisions of the "Servicemen's Readjustment Act of 1944", may be either negotiable or nonnegotiable in form. (2) A substantial portion of the business of all associations shall be devoted to the acceptance of savings deposits from or the sale of their shares to their members and the lending of those funds to their members as set forth in section 11-40-103 and otherwise in articles 40 to 46 of this title, but associations may also purchase loans of a type which they are permitted to make and sell loans with or without recourse so long as such purchase or sale of loans is conducted as a part of and in connection with the other permitted business activities of an association. (3) Each mortgage loan sold by an association may be sold with or without recourse and, if under a contract to service the same, shall be sold on a basis which will reimburse the association adequately for the cost of such servicing. All sale and servicing agreements shall be in writing and on file in the association. (4) No interest that may accrue to an association shall be deemed usurious, and the same may be collected as debts of like amount are now by law collected in this state. (5) No law of this state limiting interest or interest rates or the compounding of interest shall apply to any graduated payment mortgage or deed of trust made to individuals, or any mortgage or deed of trust to individuals where periodic disbursement of part of the loan proceeds is made by an association over a period of time as established by the mortgage or deed of trust, or over an expressed period of time ending with the death of such individuals, including but not limited to mortgages or deeds of trust having provisions for adding deferred interest to principal or otherwise providing for the charging of interest on interest.

C.R.S. § 11-41-116 Where associations may operate

11-41-116. Where associations may operate. Upon approval of the commissioner, a savings and loan association may conduct business in this state, in other states, in the District of Columbia, in the territories and colonies of the United States, and in foreign countries, and have one or more offices out of this state, and own, hold, purchase, mortgage, lease, and convey real and personal property out of this state if such powers are included within the objects set forth in its articles of incorporation and are not in violation of any other provision of articles 40 to 46 of this title.

C.R.S. § 11-41-117 Insurance of shares

11-41-117. Insurance of shares. (1) A savings and loan association shall obtain and maintain insurance of its shares with the federal deposit insurance corporation or its successor as provided by the "Federal Deposit Insurance Act", 12 U.S.C. sec. 1811 et seq., and any amendments thereto. Notice of any such actions by associations shall be submitted to the division. (2) The commissioner, in connection with all such insured associations, shall furnish the federal deposit insurance corporation with reports of the issuance of examination, orders, and requirements relating to insured associations and other information that comes to the commissioner's attention and concerns the financial condition and administration of insured associations. The commissioner may collaborate with the federal deposit insurance corporation in any merger, reorganization, dissolution, liquidation, or examination and audit of any insured association.

C.R.S. § 11-41-117.5 Insurance of obligations

11-41-117.5. Insurance of obligations. (1) A savings and loan association shall obtain and maintain insurance of its obligations, including accounts, with the federal deposit insurance corporation or its successor. (2) (a) An association is further authorized to obtain and maintain insurance of any obligations, including accounts, or portions thereof not otherwise insured pursuant to subsection (1) of this section, with any federal agency, with any state agency, or with any other insurer meeting the requirements of paragraph (b) of this subsection (2). (b) Any insurer insuring obligations pursuant to paragraph (a) of this subsection (2), other than the federal deposit insurance corporation or its successor shall be certified by the commissioner as having met the following: (I) The contract of insurance contemplated is written upon substantially the same basis as to form, coverage, maturity, voluntary and involuntary termination, and other provisions as the insurance contract provided at that time by the federal deposit insurance corporation or its successor and complies with such further requirements for protection as the commissioner may promulgate by rule. (II) The insurer has a net worth or, in the case of a governmental or statutorily authorized entity, reserves reasonably commensurate with the risks underwritten. (III) The insurer, if a nongovernmental entity, is authorized to do business in this state as an insurer or is otherwise authorized by law to insure obligations. (3) Within twenty days after June 30 and December 31 of each year, each insurer certified pursuant to paragraph (b) of subsection (2) of this section shall file with the commissioner a report for the preceding six months showing its financial condition. Said report shall be prepared, insofar as possible, in conformity with generally accepted accounting principles. (4) The commissioner or the commissioner's designee may investigate the affairs and examine the books, accounts, records, and files of the insurer at intervals that the commissioner deems prudent, but not less than once a year, and have free access for such purposes. Costs of investigations and examinations shall be paid by the insurer. If any investigation or examination reveals that the insurer is not conducting its affairs in accordance with this section or that the insurer is not actuarially sound or is impaired and may be unable to fulfill its obligations, the commissioner may exercise any powers available under article 44 of this title 11 until compliance is restored or the impairment is terminated. (5) The commissioner and the insurer may exchange information regarding an insured savings and loan association. (6) The commissioner shall determine as of June 30 each year the cost of supervision of the insurer and shall assess such cost against the insurer. The assessment shall be paid on or before September 30 following assessment.

C.R.S. § 11-41-118 Loans - investment in notes or bonds

11-41-118. Loans - investment in notes or bonds. (1) Savings and loan associations are authorized: (a) To make such loans and advances of credit and purchases of obligations representing loans and advances of credit as are eligible for insurance by the federal housing administrator and to obtain such insurance; (b) To make such loans, secured by real property or leasehold, as the federal housing administrator insures or makes a commitment to insure and to obtain such insurance. (2) Associations may sell any loans authorized by this section, and each such loan sold by an association shall be sold without recourse and, if under a contract to service the same, on a basis which will reimburse the association adequately for the cost of such servicing. All sale and servicing agreements shall be in writing and on file in the association. (3) It shall be lawful for savings and loan associations to invest their funds and the moneys in their custody or possession which are eligible for investment in notes or bonds secured by mortgage or trust deed insured by the federal housing administrator, and in obligations of national mortgage associations or similar credit institutions organized under Title III of the "National Housing Act", and in debentures issued by the federal housing administrator. (4) No laws of this state requiring security upon which loans or investments may be made, or prescribing the nature, amount, or form of such security, or prescribing or limiting the period for which loans or investments may be made, or affecting the negotiability of the loan instrument shall be deemed to apply to loans or investments made pursuant to this section. (5) An association may make loans for the purpose of mobile home financing, subject to any limitation as to maximum loan amounts which may be prescribed from time to time by the commissioner for all associations. For the purposes of this subsection (5), "mobile home" means a mobile accommodation used or designed for use as living quarters. (6) An association may make loans for the repair, equipping, alteration, or improvement of any real property, including mobile homes, subject to such restrictions, limitations, prohibitions, conditions, and provisions as the commissioner may from time to time, by rule or regulation duly adopted, prescribe. (7) An association may make loans or invest in obligations and advances of credit, referred to in this article as "loans", for the payment of expenses for postsecondary school education; but the total aggregate principal amount of an association's investment in such loans, exclusive of any investment which is or which at the time of its making was otherwise authorized, shall not exceed five percent of its invested capital. (8) An association may issue letters of credit, subject to regulation by the commissioner pursuant to section 11-44-103.

C.R.S. § 11-41-119 Loans to members and other loans

11-41-119. Loans to members and other loans. (1) An association may invest any portion of its funds in loans to its members, secured by first lien trust deeds or mortgages upon improved real estate; except that additional loans or advances on the same property secured by additional encumbrances shall be deemed to be first liens for the purposes of articles 40 to 46 of this title, unless an intervening lien has been recorded, and upon the shares issued by such association, or upon both such securities; and except that, only in the case of an association not subject to regulation by the federal deposit insurance corporation or its successor, no one loan can be made in excess of five percent of the gross assets of the association at the close of the preceding month, nor in any event shall the total of loans in excess of fifty thousand dollars exceed twenty percent of the gross assets of the association at the close of the preceding month. (2) An association may make loans on the security of its shares if the association obtains a first lien upon, or a pledge of, such account as security therefor. No such loan may exceed the withdrawal or repurchase value of the account securing the loan, and no such loan shall be made when there is an impairment of invested share capital or when the association has any application for withdrawal which has been on file and unpaid more than thirty days. Upon any default of such loan, the association may, after giving ten days' written notice to the last address of the owner of such account appearing on the books of the association, cancel such account, to the extent and in the amount sufficient to repay said loan and accrued interest thereon. The commissioner may prescribe such regulations concerning such certificate share loans as may be necessary. (3) An association may make real estate loans, secured by encumbrances provided for in subsection (1) of this section, repayable upon the following plans: (a) (I) Installment loans. Loans may be made or purchased for an amount not in excess of ninety-five percent of the appraised value of the tendered security, repayable within forty years in consecutive monthly, quarterly, or annual installments, equal or unequal. Lump-sum payments may be required in the initial contract. The provisions and limitations of this paragraph (a) shall not apply if authority is otherwise permitted by federal law, rule, or regulation. (II) The initial contract may provide for changes in the interest rate based upon an index agreed to by the borrower and the association. Such provision shall specify that changes in the index shall apply equally to increases or decreases in the interest rate. Decreases shall be mandatory and increases may be at the option of the association. Interest changes may be implemented through changes in the installment amount or the rate of amortization, or any combination thereof, as provided in the initial contract. The installment amount may not be increased more often than at the end of any consecutive twelve-month period of the loan term, and shall be sufficient to amortize the remaining principal balance within forty years from the initial date of the loan. (b) Loans without amortization. Loans of any type that an association may make on an installment basis may also be made without amortization of principal; but interest shall be payable at least annually, and any such loan may be made for an amount not in excess of eighty percent of the appraised value of the property and for a term of not more than twenty years. The aggregate amount of such loans shall not, at any time, exceed an amount equal to twenty percent of the association's gross assets. In no case may an association provide a loan or loans under this subsection (3) to any one borrower which exceeds five percent of the association's gross assets. of eighty percent of the appraised value of the property and for a term of not more than twenty years. The aggregate amount of such loans shall not, at any time, exceed an amount equal to twenty percent of the association's gross assets. In no case may an association provide a loan or loans under this subsection (3) to any one borrower which exceeds five percent of the association's gross assets. (c) Construction loans. Loans may be made without full amortization of principal if made for the purpose of construction; but any such loan may be made for an amount not in excess of ninety percent of the appraised value of the property, excluding cost of land, and for a term of not more than one year. (d) Sinking fund loans. Loans made under this plan shall be repayable by crediting to such loans the certificate value of pledged savings shares. Such borrowing members shall be required to carry such monthly periodical savings shares with the association as shall have a par value equal to the loan, and every share issued shall be subject to a lien for any advance made thereon or other lawful claims against the holder, and the payments on such pledged shares shall not be less than thirty-five cents per share per month. At the beginning of foreclosure of any mortgage or trust deed to an association securing such sinking fund loans, credit shall be allowed on the mortgage indebtedness for the value of any pledged shares held by the association as collateral for the loan, and the shares shall be canceled at the conclusion of the foreclosure proceedings. (e) Insured or guaranteed loans. An association may make such loans as may be insured or guaranteed by an agency of the federal or state government in such amounts and upon such terms as may be provided by the statutes and regulations affecting such loans, and the proviso in paragraph (a) of this subsection (3) shall not apply to such insured or guaranteed loans. (4) Other loans. Any association operating under articles 40 to 46 of this title, notwithstanding anything to the contrary contained therein, may make any type or kind of loan and for any purpose that a federal savings and loan association at any time may be authorized to make by any law, rule, regulation, decision, or order which is or may be applicable to federal savings and loan associations. The commissioner, by rule or regulation duly adopted and applicable to all associations, may also authorize all associations organized and operating under articles 40 to 46 of this title to make any investment, in addition to those expressly permitted by said articles 40 to 46, which federal savings and loan associations are authorized to make by any laws, rules, regulations, decisions, or orders applicable to such federal savings and loan associations; but any rule or regulation adopted by the commissioner granting other investment authority shall, to the extent found by the commissioner to be applicable, be subject to the same limitations, restrictions, prohibitions, conditions, and provisions as are applicable in the case of federal savings and loan associations. association. (5) (a) A loan secured by a first-lien trust deed or mortgage upon improved real estate shall not be made until: (I) A signed application for the loan has been submitted; (II) A signed appraisal has been submitted; and (III) The loan has been approved by the board of directors or by a committee authorized by the board of directors. (b) Appraisals may be made by any two of the association's directors, officers, employees, or attorneys or by an independent appraiser who is not a director, officer, employee, or attorney of the association; except that an officer, a director, an employee, or an attorney shall not act as an appraiser or act on any committee approving a loan if the officer, director, employee, or attorney has an interest in either the property tendered as security or the sale of the property. employees, or attorneys or by an independent appraiser who is not a director, officer, employee, or attorney of the association; except that an officer, a director, an employee, or an attorney shall not act as an appraiser or act on any committee approving a loan if the officer, director, employee, or attorney has an interest in either the property tendered as security or the sale of the property. (c) Upon the closing of the loan, the association shall furnish to each borrower a loan settlement statement that indicates in detail the charges or fees the borrower has paid or obligated the borrower to pay to the association or to any other person in connection with the loan, and the association shall retain a copy of the statement. (6) Every real estate loan shall be evidenced by a proper instrument in writing obligating the borrower to repay the full amount of the loan and shall be secured by a mortgage or deed of trust constituting a first lien upon real estate securing the loan or, if an additional advance, by a deed of trust or mortgage properly providing for such additional advance. An encumbrance shall provide specifically for full protection to the association with respect to usual insurance risks, taxes, special assessments, other governmental levies, and maintenance and repairs and may provide for an assignment of rents and the appointment of a receiver upon any default. (7) An association may pay taxes, special assessments, insurance premiums, repairs, and other charges for the protection of the real estate security. All such payments may be charged to a special account or may be added to the unpaid principal balance of the loan and shall be equally secured by the first lien on the real property. An association may require life insurance to be assigned as additional security upon any real estate loan; in such event, the association shall obtain a first lien upon such policy and may advance premiums thereon, and such premium advances may be added to the unpaid principal of the loan and shall be equally secured by the first lien on the security property. (8) An association may require the borrower to pay monthly in advance, in addition to interest or interest and principal payments, a prorated portion of the estimated annual taxes, assessments, insurance premiums, and other charges upon the real estate securing the loan, or any of such charges, so as to enable the association to pay such charges as they become due from the funds so received. The amount of such monthly charges may be adjusted by the association as the need therefor arises. Every association shall keep an accurate record of the status of taxes, assessments, insurance premiums, and other charges on all real estate securing its loans and on all real and other property owned by it. (9) Payment on the principal indebtedness of all loans on real estate security shall be applied directly to the reduction of such indebtedness. Payments on all monthly installment loans, other than construction loans, insured loans, and guaranteed loans, shall begin not later than sixty days after the date of the note. Insured loans and guaranteed loans may be repayable upon terms acceptable to the insuring or guaranteeing agency. An association may charge, for the privilege of prepayment in part or in full of a loan relating to an owner-occupied single family residence, if the original contract so provides, an amount not greater than ninety days' interest on the amount prepaid. An association may charge, for the privilege of prepayment in part or in full for any loan not otherwise specifically provided for in this subsection (9), an amount specified in the original contract. Any loan contract may be modified by the parties by written agreement and within the limitations of this section as the need therefor may arise. (10) An association may make additional advances secured by the original encumbrance if the original loan contract makes proper provision therefor. otherwise specifically provided for in this subsection (9), an amount specified in the original contract. Any loan contract may be modified by the parties by written agreement and within the limitations of this section as the need therefor may arise. (10) An association may make additional advances secured by the original encumbrance if the original loan contract makes proper provision therefor. (11) An association may purchase loans of any type that it may make, and it may also purchase insured or guaranteed loans made on homes wherever located; but no loan may be purchased from an affiliated company or an officer, director, employee, or attorney of the association without prior approval of the board of directors. (12) If additional collateral is encumbered on any loan as additional security, an association may invest in said loan for an amount in excess of the percentage provided in paragraph (c) of subsection (3) of this section. Said association may accept as such additional collateral any security it is authorized to invest in as set forth in section 11-41-114; but such encumbered additional security shall not increase the maximum percentage of said loan beyond the actual value of such additional security. (13) An association may lend on the security of a first security interest on stock or a membership certificate issued to a tenant-stockholder or resident-member by a cooperative housing corporation organized under article 33.5 of title 38, C.R.S., and as defined by section 216 of the federal "Internal Revenue Code of 1986", as amended, and the assignment by way of security of the borrower's interest in the proprietary lease or right of tenancy in property covered by such cooperative housing corporation, if all of the real property owned by such corporation is located within the state and if such loan is made subject to the same limitations, restrictions, prohibitions, conditions, and provisions as are applicable in the case of federal savings and loan associations.

C.R.S. § 11-41-121 Merger, consolidation, and transfer

11-41-121. Merger, consolidation, and transfer. (1) As used in this section, the word "association" shall include federal savings and loan associations incorporated under the "Home Owners' Loan Act of 1933". (1.5) (a) A domestic association may merge with a foreign association and, subject to the limitations specified in this subsection (1.5), notwithstanding any other provision of articles 40 to 46 of this title to the contrary, if the association proposing to merge with a domestic association is a foreign association, the foreign association shall, in addition to submitting all information pertinent to the evaluation of the application under this section that the commissioner may require together with all applicable fees, meet the following criteria: (I) The foreign association seeking the merger shall have deposits that it may hold insured by the federal deposit insurance corporation or its successor in accordance with the provisions of section 11-41-117; and (II) The foreign association shall be in compliance with the capital requirements specified in this subparagraph (II) as follows: (A) and (B) (Deleted by amendment, L. 2004, p. 149, § 56, effective July 1, 2004.) (C) On and after January 1, 1993, the foreign association shall have a ratio of total capital to total assets of not less than six percent or the prevailing regulatory capital requirements established by the federal deposit insurance corporation or its successor, whichever is greater; and (II.5) Once a capital threshold is established in accordance with the provisions of subparagraph (II) of this paragraph (a) it shall be the prevailing standard for purposes of this section to be applied by the commissioner regardless of any reduction below the prevailing regulatory capital threshold requirement unless the general assembly authorizes the application of a lower standard; and (III) The commissioner shall not approve any proposed merger under the provisions of this subsection (1.5) if the merger would result in the foreign association controlling at the time of the merger more than twenty-five percent of the aggregate of all deposits in all banks, savings and loan associations, federal savings banks, and other financial institutions located in Colorado, which are federally insured. For the purposes of this subsection (1.5), deposits shall be determined based upon the public reports most recently filed with the appropriate federal regulatory agency; and (IV) Except as otherwise provided in paragraph (b) of this subsection (1.5), the foreign association shall be domiciled or conduct its principal operations in a state which is both contiguous to Colorado and which also has laws that allow a domestic association to establish business operations in that state under conditions which are determined by the commissioner to be not more restrictive than those provided in articles 40 to 46 of this title. For the purpose of this subparagraph (IV), the place where an association "conducts its principal operations" means the place where the largest percentage of the aggregate deposits of the foreign association and all of its subsidiaries are held. (b) On or after January 1, 1991, a foreign association seeking to merge with a domestic association may be domiciled or have its principal offices in any state without regard to its proximity to this state and without regard to the statutory conditions required by subparagraph (IV) of paragraph (a) of this subsection (1.5). deposits of the foreign association and all of its subsidiaries are held. (b) On or after January 1, 1991, a foreign association seeking to merge with a domestic association may be domiciled or have its principal offices in any state without regard to its proximity to this state and without regard to the statutory conditions required by subparagraph (IV) of paragraph (a) of this subsection (1.5). (c) Whenever a foreign association that meets the criteria established by this subsection (1.5) proposes to merge with a domestic association, the foreign association shall make an application for prior approval to the commissioner in the form and with the information that the commissioner may require, and the application must be accompanied by a nonrefundable filing fee in an amount determined by the commissioner. Upon receipt of a properly submitted application for merger, the commissioner shall proceed to investigate the application in accordance with this section. The commissioner shall not grant approval of the merger until the commissioner is satisfied that the criteria imposed by this section have been met and that the merger is not contrary to the public interest. (d) No foreign association may merge with a domestic association except in accordance with the provisions of this section, and no such merger may be completed without the approval of the commissioner. (e) Any officer of a foreign association that merges with a domestic association pursuant to this section whose primary duty is managing the day-to-day operations of the Colorado offices of such foreign association shall be a resident of Colorado. (f) Nothing in this section shall be construed to limit or otherwise curtail the powers of the commissioner with respect to supervisory mergers as established in section 11-44-110.5. (2) Any two or more associations are authorized to merge and become incorporated in one body by transfer of all their assets and obligations upon such terms as set forth in an agreement of merger. The respective boards of directors of such associations, by a majority vote of each board, shall make or authorize to be made between such associations an agreement of merger. (3) Copies of the proposed agreement of merger, signed by the president or vice president of the association and verified by the president's or vice president's affidavit and attested by the secretary or assistant secretary of the association, with the seal of the association affixed, shall be submitted together with a fee in the amount established by the commissioner to the commissioner for the commissioner's approval or disapproval, and the commissioner shall cause a certificate of approval or disapproval to be attached to the copies of the proposed agreement, one copy to be filed in the division and one returned to each of the associations. e seal of the association affixed, shall be submitted together with a fee in the amount established by the commissioner to the commissioner for the commissioner's approval or disapproval, and the commissioner shall cause a certificate of approval or disapproval to be attached to the copies of the proposed agreement, one copy to be filed in the division and one returned to each of the associations. (4) If the commissioner approves an agreement of merger, the agreement shall be presented to the members of each of the merging associations at special meetings called for the purpose of considering and voting upon the agreement; but, in the case of associations having permanent stock, only the holders of the permanent stock are entitled to any notice other than the published notice of the special meeting or to vote upon the agreement of merger. The complete agreement of merger, as adopted by the boards of directors and approved by the commissioner, shall be furnished to each member entitled to vote on the merger at the time that notice of the meetings, as required by section 11-41-123, is given. If at a meeting two-thirds of all votes of the members present in person or by proxy and entitled to vote on the merger are in favor of the approved agreement, the associations may proceed to merge. The proceedings of the meetings shall be submitted to the commissioner for the commissioner's approval in the same manner as required for the submission of the agreement by the boards of directors. Unless the agreement of merger fixes a later effective date, the effective date of the merger is the date upon which the commissioner accepts for filing the certified copies of the proceedings of the meetings of members adopting the approved agreement of merger. (5) Repealed. (6) (a) A transfer does not: (I) Prejudice the right of any creditor of any association to have payment of the creditor's debt out of the assets and property of the association; or (II) Deprive any creditor of, or create any prejudice against any creditor in, any right of action then existing against the officers or directors of an association for any neglect or misconduct. (b) A reorganized association is liable for all obligations to members of the associations existing prior to a consolidation. (7) Upon the effective date of the merger, all of the assets and property of every kind and character, real, personal, and mixed and tangible and intangible, choses in action, rights and credits then owned by the merging associations or which inure to any of them, immediately by operation of law, and without any conveyance or transfer, and without any further act or deed, shall be vested in and become the property of the association into which the other associations are absorbed, which shall have, hold, and enjoy the same in its own right as fully and to the same extent as if the same were possessed, held, and enjoyed by the merging associations prior to such merger. Such association shall be a continuation of the entity and identity of the association into which the other associations are absorbed, and all of the rights and obligations of the merging associations shall remain unimpaired, and the association, at the time of the taking effect of such merger, shall succeed to all of the rights and obligations and duties and liabilities of the merging associations. All rights and remedies of creditors and all liens upon the property of the merging associations shall be preserved, and all debts, liabilities, and duties of the respective merging associations shall thenceforth attach to the association and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it. s of the merging associations. All rights and remedies of creditors and all liens upon the property of the merging associations shall be preserved, and all debts, liabilities, and duties of the respective merging associations shall thenceforth attach to the association and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it. (8) All pending actions or other judicial proceedings to which any of the associations is a party shall not be deemed to have abated or to have discontinued by reason of such merger but may be pressed to final judgment, order, or decree in the same manner as if a merger had not been made; or the association resulting from such merger may be substituted as a party to such action or proceedings, and any judgment, order, or decree may be rendered for or against it which might have been rendered for or against any of the merging associations theretofore involved in such action or other judicial proceedings.

C.R.S. § 11-41-122 Membership fees

11-41-122. Membership fees. (1) Savings and loan associations shall not, directly or indirectly, charge any membership, admission, repurchase, withdrawal, or other fee, fine, penalty, or sum of money for the privilege of becoming, remaining, or ceasing to be a member of the association or for any other cause, except as provided in subsection (2) of this section; except that reasonable charges may be made to reflect the cost of servicing accounts and upon the making, transfer, or assumption of a loan and for defaults and prepayments of a loan and, after July 1, 1977, for the establishment and maintenance of any Keogh or individual retirement account. Reasonable notice of the amount of and conditions relating to such charges shall be given to affected members. (2) Subject to such additional limitations, conditions, and provisions as may be promulgated in regulations of the commissioner, a savings and loan association required under a subpoena issued in a civil action to prepare disclosures of private records shall be reimbursed by the requesting party for such services as follows: (a) For reproduction costs, including copies produced by printer or reproduction processes, the amount provided in section 13-32-104 (1), C.R.S. Costs of photographs, films, and other materials required shall be reimbursed at actual costs. (b) For travel expenses incurred as a result of compliance, the amount provided in section 13-33-103 (1), C.R.S.; (c) For personnel costs incurred as a result of compliance, the amount of two dollars and fifty cents for each quarter hour, or fraction thereof.

C.R.S. § 11-41-123 Directors and meetings

11-41-123. Directors and meetings. (1) The corporate powers shall be exercised by a board of directors, which may be any number not less than five as shall be fixed by and stated in the articles of incorporation and which directors shall hold office until their successors are duly elected and qualified. At each annual meeting, the successors to the directors whose terms of office then expire shall be elected by the members entitled to vote at such time and place as shall be directed by the articles or bylaws of the association. (2) Public notice of the time and place of holding elections described in subsection (1) of this section and also of all special meetings of the members shall be published at least once, not more than thirty days nor less than ten days before the date of each meeting, in a newspaper of general circulation printed in the county where the principal office of the corporation is located, and, if there is no such newspaper, then in a newspaper printed in an adjoining county, and, with respect to any special meeting or any annual meeting to be held at a time or place other than as specified in the articles of incorporation or bylaws of the association, by delivering personally to each member or depositing in the post office at least thirty days before the meeting a copy of the notice, addressed to each member entitled to vote, including the signature of the president or secretary, stating the time and, in case of special meetings, the objects of the meeting. Business shall not be transacted at any special meeting except business that is mentioned in the notice. If any member fails to furnish the secretary with the member's correct post office address, the member is not entitled to separate notice. (3) Whenever any notice is required to be given under the provisions of articles 40 to 46 of this title or under the provisions of the articles or bylaws of any association organized under the laws of Colorado, a waiver thereof in writing signed by the persons entitled to said notice, whether before, at, or after the time stated therein, shall be deemed equivalent to such notice. (4) Members who are entitled to vote may vote either in person or by proxy at meetings. Any number of members present in person or by proxy at a regular or special meeting of the members constitutes a quorum unless otherwise specifically provided in articles 40 to 46 of this title 11. If a majority of the votes represented at any annual or special meeting are in favor of adjournment, the meeting may be adjourned for a period not to exceed sixty days at one adjournment. Each member entitled to vote may cast, in person or by proxy, one vote for each one hundred dollars, or fraction thereof, of the total certificate value of all the member's shares and stock. A borrowing member holding a membership certificate may, as a borrower, cast one vote and has such voting right in all cases where articles 40 to 46 of this title 11 give such right to shareholders. journment. Each member entitled to vote may cast, in person or by proxy, one vote for each one hundred dollars, or fraction thereof, of the total certificate value of all the member's shares and stock. A borrowing member holding a membership certificate may, as a borrower, cast one vote and has such voting right in all cases where articles 40 to 46 of this title 11 give such right to shareholders. (5) A majority of all votes cast at any meeting of members determines any question unless otherwise specifically provided. The members who are entitled to vote at any meeting of the members shall be those of record on the books of the association at the end of the calendar month next preceding the date of the meeting of members, except those who have ceased to be members. In balloting for directors, members may vote for as many directors as are to be elected, or, in case the certificate of incorporation of the association permits cumulative voting, each member may cumulate the member's votes and give one candidate as many votes as the number of directors multiplied by the number of the member's votes or distribute them on the same principle among as many candidates as the member may desire, and the person having the highest number of votes in consecutive order is elected. By the unanimous vote of all the members represented at the meeting, the secretary of the meeting may be authorized and instructed to cast one ballot for one or more of all the directors to be elected. (6) When any vacancy occurs among the directors by death, resignation, or otherwise, it shall be filled for the remainder of the year by a majority vote of the remaining directors, unless otherwise provided by the bylaws of said association.

C.R.S. § 11-41-124 Officers or directors to receive no commission

11-41-124. Officers or directors to receive no commission. No officer or director of any savings and loan association shall take or receive for himself, directly or indirectly, any commission, compensation, remuneration, gift, speculative interest, or other thing of value as an inducement to the making of any loan by the association or the purchase of any securities for the association or for the sale of any of the stock of the association.

C.R.S. § 11-41-125 Loans to officers and directors

11-41-125. Loans to officers and directors. No officer or director of any savings and loan association shall negotiate for or receive a mortgage loan from such association, except for the bona fide financing of the home of such officer or director, unless the commissioner has first approved such loan.

C.R.S. § 11-41-126 Bonds of officers

11-41-126. Bonds of officers. Every officer, employee, and agent handling or having custody or charge of funds or securities belonging to a savings and loan association, before entering upon the discharge of the officer's, employee's, or agent's duties, shall give a good and sufficient bond in the sum fixed by the board of directors of any such association. The bond must be in the form and provide coverage as the commissioner may direct and must be made by a surety corporation authorized to do business in this state. The amount of the bond as to each person is subject to the approval of the commissioner. In lieu of individual bonds, a blanket bond covering all active officers, agents, and employees of an association may be executed, subject to approval by the commissioner. Every bond is in force until ten days after notice is provided to the commissioner that the bond is to be canceled.

C.R.S. § 11-41-127 Violations - penalties

11-41-127. Violations - penalties. (1) Any officer, director, agent, or employee of any savings and loan association who, directly or indirectly or by indirection, commits or causes the commission of theft, abstraction, or misapplication of any of the funds or securities or other property of or under the control of any savings and loan association, with intent to deceive, injure, cheat, wrong, or defraud any person, commits a class 5 felony and shall be punished as provided in section 18-1.3-401, C.R.S. (2) Any person who willfully and knowingly violates section 11-41-103 and sections 11-41-124 to 11-41-126 commits a petty offense, and each such violation shall constitute a separate offense.

C.R.S. § 11-41-128 Acknowledgments

11-41-128. Acknowledgments. A notary public or other public officer qualified to take acknowledgments or proof of written instruments shall not be disqualified from taking the acknowledgment or proof of an instrument in writing in which a savings and loan association is interested by reason of the notary public's or other public officer's employment by, or the notary public or other public officer being a member or officer of, the savings and loan association interested in the instrument.

C.R.S. § 11-41-129 Amendment of articles of incorporation

11-41-129. Amendment of articles of incorporation. (1) Except as provided in section 11-41-130.5, if the holders of at least one-third of the outstanding voting stock or shares of any association request, in writing, the president or other head officer thereof to call a meeting of stockholders or shareholders of such association for the purpose of considering a proposed amendment to the articles of incorporation of such association, setting forth in such written request the substance of each proposed amendment, or if the board of directors of any association votes to submit to the stockholders or shareholders thereof a proposed amendment to the articles of incorporation of such association, the president or secretary of the association forthwith shall call a special meeting of the voting stockholders or shareholders of such association for the purpose of considering said proposed amendment for a time not less than thirty nor more than sixty days thereafter. In the event that the request for a meeting of stockholders or shareholders to consider a proposed amendment of the articles of incorporation is presented within ninety days prior to the date of the next annual meeting of the stockholders or shareholders of the association or in the event that the amendment is proposed by the board of directors of the association, the board of directors may cause such proposed amendment to be submitted for consideration at such next annual meeting, or at an adjourned session thereof, rather than at a special meeting of stockholders or shareholders called for such purpose. (2) If at any such meeting the proposed amendment to the articles of incorporation of such association receives the affirmative vote of the majority, but in the case of associations having stock issued pursuant to section 11-42-107 two-thirds, or such greater amount as may be required by the articles of incorporation, or any amendment thereto, of the stock or shares of each class outstanding having voting power, such amendment shall be deemed adopted; but, where necessary for any association to increase its authorized permanent stock to conform to the requirements of said section 11-42-107, the affirmative vote of a majority of such stock or shares shall be required. (3) If any proposed amendment to the articles of incorporation would alter or change the preference given to any one or more classes of shares or stock or would convert the stock into shares or shares into stock, the holders of each class of stock or shares so affected by said amendment shall be entitled to vote as a class upon such amendment, whether by the terms of the articles of incorporation such class is entitled to vote or not, and the affirmative vote of the holders of the majority, but in the case of associations having stock issued pursuant to section 11-42-107 two-thirds, of the amount of each class of stock or shares outstanding so affected by the amendment shall be necessary to the adoption thereof, as well as the affirmative vote of the holders of the majority, but in the case of associations having stock issued pursuant to section 11-42-107 two-thirds, of all classes of stock or shares outstanding having voting power. d pursuant to section 11-42-107 two-thirds, of the amount of each class of stock or shares outstanding so affected by the amendment shall be necessary to the adoption thereof, as well as the affirmative vote of the holders of the majority, but in the case of associations having stock issued pursuant to section 11-42-107 two-thirds, of all classes of stock or shares outstanding having voting power. (4) A certificate setting forth an amendment and the adoption of the amendment, signed by the president or vice president of the association, verified by the president's or vice president's affidavit, and attested by the secretary or assistant secretary of the association, with the seal of the association affixed, shall be submitted to the commissioner with a fee in an amount established by the commissioner. If the commissioner approves the proposed amendment, the commissioner shall attach a certificate of approval to the proposed amendment, and then the amendment shall be filed in the same manner as the articles of incorporation. Thereafter, the amendment is in full force and effect, except as provided in section 11-41-130.5, as if the amendment had been included in the original articles of incorporation. An amendment to the articles of incorporation shall not be filed in the office of the secretary of state or received by the secretary of state unless a certificate of approval by the commissioner is attached to the amendment. (5) Except as provided in section 11-41-130.5, any association organized under the laws of this state, from time to time, may amend its articles of incorporation by increasing or decreasing its authorized stock or shares or reclassifying the same, or by changing the number, designation, preference, relation, or participating or other special rights of shares or stock or the qualifications, limitations, or restrictions of such rights, or by changing its corporate title, or by making any other change or alteration in its articles of incorporation that may be desired, if such articles of incorporation, as so amended, contain only such provisions as it would be lawful and proper to insert in original articles of incorporation made at the time of making such amendment. Except as provided in section 11-41-130.5, no association by any amendment shall so change its articles of incorporation as to work a change in the objects or purposes for which the association was originally organized.

C.R.S. § 11-41-130 Reorganization

11-41-130. Reorganization. (1) The board of directors of an association may adopt a plan of reorganization of the association at a meeting called for that purpose. Two copies of the proposed plan of reorganization, signed by the president or vice president of the association, verified by the president's or vice president's affidavit, and attested by the secretary or assistant secretary of the association, with the seal of the association affixed, shall be submitted to the commissioner for the commissioner's approval, and the commissioner shall attach a certificate of approval or disapproval to the proposed plan, one copy to be filed in the division and one returned to the association. If a plan is approved by the commissioner, it shall be presented to the members at a special meeting called for the purpose of considering and voting upon the plan. The complete plan of reorganization, as adopted by the board of directors and approved by the commissioner, shall be furnished to each member at the time notice of the meeting is given, as required by section 11-41-123. If at the meeting two-thirds of all votes of the members present in person or by proxy are in favor of the approved plan, the association may proceed to reorganize. (2) The proceedings of a meeting to approve a reorganization plan shall be submitted to the commissioner for the commissioner's approval in the same manner as required for the submission of the plan by the board of directors. Unless the plan of reorganization fixes a later effective date, the effective date of reorganization is the date upon which the commissioner accepts for filing the certified copies of the proceedings of the meetings of members adopting the approved plan of reorganization. (3) The privilege of reorganization is likewise extended to savings and loan associations which are in the course of voluntary or involuntary liquidation. (4) In order that equity may be done for all members of such association in the event of reorganization, all pending withdrawal applications shall be canceled. (5) In addition to all other lawful provisions, the plan may provide for the exchange of shares or stock or both in the association for shares or stock or both of the same or a different class of the reorganized association. Without limiting the methods by which an association may reorganize, any association may: (a) Provide for reorganization under the existing name of the association or under a different name; (b) Provide for segregation by division, on the records of the association or on the records of any reorganized association, of any part of its assets and liabilities, including division of the certificate value of the shares or stock or both, and of any reserves created to absorb losses; (c) Provide for segregation by division, between the association and a reorganized association or between two reorganized associations, of any part of its assets and liabilities, including division of the certificate value of the shares or stock or both and of any reserves created to absorb losses; the certificate value of the shares or stock or both, and of any reserves created to absorb losses; (c) Provide for segregation by division, between the association and a reorganized association or between two reorganized associations, of any part of its assets and liabilities, including division of the certificate value of the shares or stock or both and of any reserves created to absorb losses; (d) Fix the time prior to which notice of withdrawal of such shares so issued in exchange for shares in the associations being reorganized shall not be given. (6) The reorganization of an association does not prejudice the right of any creditor of the association to have payment of the creditor's debt out of the assets and property of the association, nor does the reorganization of an association deprive any creditor of, or prejudice any creditor in, any right of action then existing against the officers or directors of the association for any neglect or misconduct. All obligations to any prior association inure to the benefit of the reorganized association and are enforceable by it and in its name, and demands, claims, and rights of action against any prior association may be enforced against it as fully and completely as they might have been enforced before the association's reorganization. All deeds, notes, mortgages, contracts, judgments, transactions, and proceedings whatsoever made, received, entered into, carried on, or done by an association before its reorganization are good, valid, and effectual in law as though the association had never been reorganized.

C.R.S. § 11-41-130.5 Cessation of business as an association - amendment of articles

11-41-130.5. Cessation of business as an association - amendment of articles. (1) Notwithstanding any provision of this article 41 to the contrary, in connection with the sale of all or a substantial part of its assets, the board of directors of any savings and loan association may propose an amendment to its articles of incorporation to amend the objects and purposes to conform to those authorized in the "Colorado Business Corporation Act", articles 101 to 117 of title 7, and to make other amendments authorized by and not inconsistent with article 110 of title 7. Proposed amendments shall be submitted to the members or, if the savings and loan association has permanent stock, to the stockholders of the association for their approval. Upon approval, proposed amendments shall be submitted to the commissioner, with a plan pursuant to subsection (2) of this section, for the commissioner's approval. (2) The amendments to a savings and loan association's articles of incorporation shall be accompanied by a plan for the cessation of the conduct of a savings and loan association in the state. (3) (a) The commissioner shall approve a plan only if: (I) The commissioner determines that an association has paid or has made provision through an assumption agreement or otherwise for its known and unclaimed liabilities to its depositors and account holders; (II) The amended articles of incorporation delete the words "savings and loan association"; and (III) The amended articles of incorporation expressly prohibit the conduct of a savings and loan or banking business in Colorado by the corporation. (b) In approving a plan, the commissioner may impose terms and conditions as the commissioner deems necessary to protect the depositors, account holders, stockholders, members, and creditors of the savings and loan association. (4) Upon approval of a plan and the amendments to the articles of incorporation by the commissioner pursuant to this article and upon the filing of such amendments, along with the applicable filing fees with the secretary of state as provided by section 11-41-129 (4), a corporation shall continue in existence pursuant to the "Colorado Business Corporation Act", articles 101 to 117 of title 7, C.R.S., but said corporation shall cease to be a savings and loan association or an association. The corporation's certificate of authority as a savings and loan association or an association shall automatically be canceled, without further action, and the corporation shall be deemed to be organized pursuant to the "Colorado Business Corporation Act", articles 101 to 117 of title 7, C.R.S., and shall cease to be subject to the provisions of the "Savings and Loan Association Law", articles 40 to 46 of this title.

C.R.S. § 11-41-131 Dissolution

11-41-131. Dissolution. (1) A domestic association may elect to abandon its certificate of authority, liquidate its affairs, and dissolve as provided in this section. The affirmative vote of at least a majority of the board of directors must be cast in favor of a proposed dissolution at a special meeting of the board. A certified copy of the vote must be furnished to the commissioner, who shall promptly examine the association, and, if the commissioner determines that the association is solvent and that it is in the best interests of the members that liquidation be accomplished according to this section, the commissioner shall certify the commissioner's approval of the liquidation. After the commissioner's approval, a special meeting of all members entitled to vote shall be called pursuant to section 11-41-123. If a majority vote of all such members of the association is cast in favor of the proposal to liquidate and ultimately dissolve the association under this section, the proposal is deemed adopted. A certified copy of all proceedings taken prior to and at the meeting shall be filed with the commissioner, who shall determine whether the proceedings have been conducted in accordance with law. If the commissioner finds that the proceedings are legal and proper, the commissioner shall certify the commissioner's approval of the proceedings and authorize the association to proceed with the liquidation in the manner provided in this section. (2) The board of directors shall act as trustees for liquidation, and shall proceed as speedily as may be practical to wind up the affairs of the association, and, to the extent necessary, shall exercise all the powers granted by articles 40 to 46 of this title to active associations and to the commissioner in the case of departmental liquidation, and, without prejudice to the generality of such authority, may carry out executory contracts, enter into new contracts, borrow money, mortgage or pledge property, sell assets at public or private sale, make and receive conveyances in the corporate name, lease real estate, settle or compromise claims, commence and prosecute all actions and proceedings necessary to enable liquidation, distribute assets either in cash or in kind among members according to their respective rights, after paying or adequately providing for the payment of liabilities, and do and perform all acts necessary or expedient to the winding up of the association. The board of directors has power to exchange or otherwise dispose of or place in trust all or any part of the assets upon such terms and conditions and for such considerations as may be deemed reasonable or expedient and may distribute such considerations among the members in proportion to their interest therein. In the absence of fraud, any determination of value made by said board of directors for any such purpose shall be conclusive. (3) During the liquidation of its assets, an association is subject to the supervision of the commissioner and shall pay the fees and assessments required in articles 40 to 46 of this title 11 in the case of active associations and shall report the progress of the liquidation to the commissioner as the commissioner may require. Upon completion of liquidation, a final report and accounting of the affairs of the association shall be made to the commissioner. Upon the approval of the report by the commissioner, the board of directors, without the necessity of further action by the members of the association, shall proceed to dissolve the association in the manner provided by law in the case of general corporations. (4) Nothing in this section prejudices the right of the commissioner to take possession of any association under the authority vested in the commissioner by section 11-44-110, upon determining that the procedure is in the best interest of the members.

C.R.S. § 11-41-132 Escheat proceedings

11-41-132. Escheat proceedings. (1) If the affairs of an association have been voluntarily liquidated as provided in articles 40 to 46 of this title and any liquidating dividends remain unclaimed after the approval of the final report of liquidation, the trustees for liquidation may transfer such unclaimed liquidating dividends to the commissioner. In case of such transfer or in case an association has been liquidated by the commissioner and any liquidating dividends remain unclaimed six years after the approval of the final report of such liquidation, the commissioner may elect to pay such unclaimed liquidating dividends to the state treasurer. (2) Due notice of such election shall be given by publication once a week for four successive weeks in some newspaper of general circulation in the county in this state where the last principal place of business of such association was located. Within fifteen days after the first publication, the commissioner shall mail a copy of the notice to each person whose liquidating dividends are to be paid to the state treasurer at the last address appearing on the books of the association. (3) After thirty days from the date of the last publication, the commissioner shall pay to the state treasurer any liquidating dividends in the commissioner's possession, less the costs of publication and mailing, and shall file with the state treasurer the affidavit of publication by the publisher and the affidavit of mailing by the commissioner, showing the dates of the publications and mailing. The state shall be answerable for the money, without interest, anytime within twenty-one years after the money has been paid into the treasury, to persons that are legally entitled to the money. After twenty-one years from the time the money has been paid into the state treasury, if no claim for the money has been made and established by any person entitled to the money, the money becomes the property of the state and shall be transferred to the general fund. (4) Payment to the state treasurer shall discharge the commissioner from any further liability or responsibility for such moneys.

C.R.S. § 11-41-133 Acquisition of majority control over an existing association - definitions

11-41-133. Acquisition of majority control over an existing association - definitions. (1) As used in this section, unless the context otherwise requires: (a) "Entity" means a person or group of persons. (b) "Person" means an individual, corporation, partnership, trust, or similar organization. (c) An entity shall be deemed "to have control" of an association if said entity: (I) Directly or indirectly, or acting in concert with one or more persons, owns, controls, holds with the power to vote, or holds proxies representing more than twenty-five percent of the permanent stock of such association; (II) Controls in any manner the election of a majority of the directors of such association; or (III) Exercises a controlling influence over the management or policies of such association. (2) (a) Whenever an entity proposes to take an action or conduct an activity which would cause such entity to have control of that association, the entity shall first make application to the commissioner for a certificate of approval of such action or activity. (b) The application shall be in such form and provide such information as the commissioner may require by rule or regulation and shall be accompanied when submitted by a nonrefundable filing fee in the amount established by the commissioner. (3) After receipt of an application, the commissioner shall make an investigation and shall issue the certificate of approval only after the commissioner has determined: (a) That the controlling entity is qualified by character, experience, and financial responsibility to control the association in a legal and proper manner; and (b) That the interests of the public generally will not be jeopardized by the proposed action or activity causing the entity to have control of the association. (4) This section shall not apply to the acquisition of: (a) Directors' voting proxies acquired in the normal course of business as a result of a proxy solicitation in conjunction with a stockholders' meeting; (b) Stock held in a fiduciary capacity unless the acquiring person has sole discretionary authority to exercise voting rights with respect thereto; (c) Stock acquired in securing or collecting a debt contracted in good faith; except that it shall apply two years after the date of acquisition; or (d) Stock acquired by an underwriter in good faith and without any intent to evade the purpose of this section if the shares are held only for such reasonable period of time as will permit the sale thereof. (5) When the commissioner has not acted upon a completed application within sixty days of receipt thereof, it shall be considered approved. (6) (a) A domestic association may, subject to any applicable regulations of the federal deposit insurance corporation or its successor, invest in an association that is domiciled or conducts its principal operations in another state and acquire control of such association, and notwithstanding any other provision of articles 40 to 46 of this title to the contrary, if the entity proposing to acquire control of a domestic association is a foreign association, the foreign association shall, in addition to submitting all information pertinent to the evaluation of the application under this section that the commissioner may require together with all applicable fees, meet the following criteria: (I) The foreign association seeking the acquisition shall have deposits that it may hold insured by the federal deposit insurance corporation or its successor in accordance with the provisions of section 11-41-117; and (II) The foreign association shall be in compliance with the capital requirements specified in this subparagraph (II) as follows: (A) and (B) (Deleted by amendment, L. 2004, p. 150, § 57, effective July 1, 2004.) ng the acquisition shall have deposits that it may hold insured by the federal deposit insurance corporation or its successor in accordance with the provisions of section 11-41-117; and (II) The foreign association shall be in compliance with the capital requirements specified in this subparagraph (II) as follows: (A) and (B) (Deleted by amendment, L. 2004, p. 150, § 57, effective July 1, 2004.) (C) On and after January 1, 1993, the foreign association shall have a ratio of total capital to total assets of not less than six percent or the prevailing regulatory capital requirements established by the federal deposit insurance corporation or its successor, whichever is greater; and (II.5) Once a capital threshold is established in accordance with the provisions of subparagraph (II) of this paragraph (a) it shall be the prevailing standard for purposes of this section to be applied by the commissioner regardless of any reduction below the prevailing regulatory capital threshold requirement unless the general assembly authorizes the application of a lower standard; and (III) The commissioner shall not approve any application for acquisition under this subsection (6) if such acquisition would result in the foreign association controlling at the time of the acquisition more than twenty-five percent of the aggregate of all deposits in all banks, savings and loan associations, federal savings banks, and other financial institutions located in Colorado, which are federally insured. For the purposes of this subsection (6), deposits shall be determined based upon the public reports most recently filed with the appropriate federal regulatory agency; and (IV) Except as provided in paragraph (b) of this subsection (6), the foreign association shall be domiciled or conduct its principal operations in a state which is both contiguous to Colorado and which also has laws that allow a domestic association to establish business operations in that state under conditions which are determined by the commissioner to be not more restrictive than those provided in articles 40 to 46 of this title. For the purpose of this subsection (6), the place where an association "conducts its principal operations" means the place where the largest percentage of the aggregate deposits of the foreign association and all of its subsidiaries are held. (b) On or after January 1, 1991, a foreign association seeking to acquire control of a domestic association may be domiciled or have its principal offices in any state without regard to its proximity to this state and without regard to the statutory conditions required by subparagraph (IV) of paragraph (a) of this subsection (6). (c) If a foreign association that meets the criteria established by this subsection (6) proposes to acquire control of a domestic association, the foreign association shall make an application for prior approval to the commissioner in the form and including any information that the commissioner requires, and the application must be accompanied by a nonrefundable filing fee in an amount determined by the commissioner. Upon receipt of a properly submitted application to acquire control of a domestic association, the commissioner shall proceed to investigate the application in accordance with this section. The commissioner shall not grant approval of the merger until the commissioner is satisfied that the criteria imposed by this section have been met and that the acquisition is not contrary to the public interest. (d) No foreign association may acquire control of a domestic association except in accordance with the provisions of this section, and no such acquisition shall be completed without a certificate of approval issued by the commissioner. merger until the commissioner is satisfied that the criteria imposed by this section have been met and that the acquisition is not contrary to the public interest. (d) No foreign association may acquire control of a domestic association except in accordance with the provisions of this section, and no such acquisition shall be completed without a certificate of approval issued by the commissioner. (e) A domestic association which is acquired in accordance with the provisions of this section may continue to operate as a domestic association subject to the provisions of articles 40 to 46 of this title. Any officer of a foreign association that acquires a domestic association pursuant to this section whose primary duty is managing the day-to-day operations of the Colorado offices of such foreign association shall be a resident of Colorado.

C.R.S. § 11-41-134 Indemnification and personal liability of directors, officers, employees, and agents - legislative declaration

11-41-134. Indemnification and personal liability of directors, officers, employees, and agents - legislative declaration. (1) The savings and loan association has the same powers, rights, and obligations and is subject to the same limitations as apply to corporations for profit as set forth in article 109 of title 7. Savings and loan association directors, officers, employees, and agents have the same rights as directors, officers, employees, and agents, respectively, of corporations for profit as set forth in article 109 of title 7. Savings and loan association directors and officers have the benefit of the same limitations on personal liability for any injury to person or property arising out of a tort as set forth in section 7-108-403, for directors and officers, respectively, of corporations for profit. Any reference in said sections to shareholders shall be construed to refer to stockholders for the purposes of this section. (2) (a) The general assembly hereby finds, determines, and declares that the following is enforceable and in conformity with the public policy of this state, as expressed in articles 40 to 46 of this title: (I) Any insurance policy, form, contract, endorsement, or certificate in effect or issued on or after April 30, 1993, which provides insurance coverage to directors or officers, or both, of a savings and loan association but which does not grant coverage or which excludes coverage for claims made by any depository insurance organization or any other state or federal corporation, organization, or entity acting as receiver, conservator, or liquidator of such savings and loan association, whether in its own name or in behalf of any other person or entity; or (II) Any fidelity bond, financial institution bond, or depository institution bond in effect or issued on or after April 30, 1993, that provides for termination of such bond upon the taking over of the savings and loan association by a receiver or other liquidator or by state or federal officials. (b) No provision of articles 40 to 46 of this title shall be construed to contravene or modify the expressed public policy set forth in this subsection (2).
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-11.docxFetched: 10/6/2026