(2) after two years from the date as of which it becomes a bank holding company, or in the case of a company which has been continuously affiliated since May 15, 1955, with a company which was registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], prior to May 15, 1955, in such a manner as to constitute an affiliated company within the meaning of that Act, after December 31, 1978, or, in the case of any company which becomes, as a result of the enactment of the Bank Holding Company Act Amendments of 1970, a bank holding company on December 31, 1970, after December 31, 1980, retain direct or indirect ownership or control of any voting shares of any company which is not a bank or bank holding company or engage in any activities other than (A) those of banking or of managing or controlling banks and other subsidiaries authorized under this chapter or of furnishing services to or performing services for its subsidiaries, and (B) those permitted under paragraph (8) of subsection (c) of this section subject to all the conditions specified in such paragraph or in any order or regulation issued by the Board under such paragraph: Provided, That a company covered in 1970 may also engage in those activities in which directly or through a subsidiary (i) it was lawfully engaged on June 30, 1968 (or on a date subsequent to June 30, 1968 in the case of activities carried on as the result of the acquisition by such company or subsidiary, pursuant to a binding written contract entered into on or before June 30, 1968, of another company engaged in such activities at the time of the acquisition), and (ii) it has been continuously engaged since June 30, 1968 (or such subsequent date). The Board by order, after opportunity for hearing, may terminate the authority conferred by the preceding proviso on any company to engage directly or through a subsidiary in any activity otherwise permitted by that proviso if it determines, having due regard to the purposes of this chapter, that such action is necessary to prevent undue concentration of resources, decreased or unfair competition, conflicts of interest, or unsound banking practices; and in the case of any such company controlling a bank having bank assets in excess of $60,000,000 on or after December 31, 1970, the Board shall determine, within two years after such date (or, if later, within two years after the date on which the bank assets first exceed $60,000,000), whether the authority conferred by the preceding proviso with respect to such company should be terminated as provided in this sentence. Nothing in this paragraph shall be construed to authorize any bank holding company referred to in the preceding proviso, or any subsidiary thereof, to engage in activities authorized by that proviso through the acquisition, pursuant to a contract entered into after June 30, 1968, of any interest in or the assets of a going concern engaged in such activities. Any company which is authorized to engage in any activity pursuant to the preceding proviso or subsection (d) of this section but, as a result of action of the Board, is required to terminate such activity may (notwithstanding any otherwise applicable time limit prescribed in this paragraph) retain the ownership or control of shares in any company carrying on such activity for a period of ten years from the date on which its authority was so terminated by the Board. Notwithstanding any other provision of this paragraph, if any company that became a bank holding company as a result of the enactment of the Competitive Equality Amendments of 1987 acquired, between March 5, 1987, and August 10, 1987, an institution that became a bank as a result of the enactment of such Amendments, that company shall, upon the enactment of such Amendments, immediately come into compliance with the requirements of this chapter.
The Board is authorized, upon application by a bank holding company, to extend the two year period referred to in paragraph (2) above from time to time as to such bank holding company for not more than one year at a time, if, in its judgment, such an extension would not be detrimental to the public interest, but no such extensions shall in the aggregate exceed three years. Notwithstanding any other provision of this chapter, the period ending December 31, 1980, referred to in paragraph (2) above, may be extended by the Board of Governors to December 31, 1984, but only for the divestiture by a bank holding company of real estate or interests in real estate lawfully acquired for investment or development. In making its decision whether to grant such extension, the Board shall consider whether the company has made a good faith effort to divest such interests and whether such extension is necessary to avert substantial loss to the company.
After two years from May 9, 1956, no certificate evidencing shares of any bank holding company shall bear any statement purporting to represent shares of any other company except a bank or a bank holding company, nor shall the ownership, sale, or transfer of shares of any bank holding company be conditioned in any manner whatsoever upon the ownership, sale, or transfer of shares of any other company except a bank or a bank holding company.
(14) shares of any company which is an export trading company whose acquisition (including each acquisition of shares) or formation by a bank holding company has not been disapproved by the Board pursuant to this paragraph, except that such investments, whether direct or indirect, in such shares shall not exceed 5 per centum of the bank holding company's consolidated capital and surplus.
(A)(i) No bank holding company shall invest in an export trading company under this paragraph unless the Board has been given sixty days' prior written notice of such proposed investment and within such period has not issued a notice disapproving the proposed investment or extending for up to another thirty days the period during which such disapproval may be issued.
(ii) The period for disapproval may be extended for such additional thirty-day period only if the Board determines that a bank holding company proposing to invest in an export trading company has not furnished all the information required to be submitted or that in the Board's judgment any material information submitted is substantially inaccurate.
(iii) The notice required to be filed by a bank holding company shall contain such relevant information as the Board shall require by regulation or by specific request in connection with any particular notice.
(III) the bank holding company fails to furnish the information required under clause (iii).
(v) Leverage.—The Board may not disapprove any proposed investment solely on the basis of the anticipated or proposed asset-to-equity ratio of the export trading company with respect to which such investment is proposed, unless the anticipated or proposed annual average asset-to-equity ratio is greater than 20-to-1.
(vi) Within three days after a decision to disapprove an investment, the Board shall notify the bank holding company in writing of the disapproval and shall provide a written statement of the basis for the disapproval.
(vii) A proposed investment may be made prior to the expiration of the disapproval period if the Board issues written notice of its intent not to disapprove the investment.
(B)(i) The total amount of extensions of credit by a bank holding company which invests in an export trading company, when combined with all such extensions of credit by all the subsidiaries of such bank holding company, to an export trading company shall not exceed at any one time 10 per centum of the bank holding company's consolidated capital and surplus. For purposes of the preceding sentence, an extension of credit shall not be deemed to include any amount invested by a bank holding company in the shares of an export trading company.
(ii) No provision of any other Federal law in effect on October 1, 1982, relating specifically to collateral requirements shall apply with respect to any such extension of credit.
(iii) No bank holding company or subsidiary of such company which invests in an export trading company may extend credit to such export trading company or to customers of such export trading company on terms more favorable than those afforded similar borrowers in similar circumstances, and such extension of credit shall not involve more than the normal risk of repayment or present other unfavorable features.
(ii) may not engage in agricultural production activities or in manufacturing, except for such incidental product modification including repackaging, reassembling or extracting byproducts, as is necessary to enable United States goods or services to conform with requirements of a foreign country and to facilitate their sale in foreign countries.
(D) A bank holding company which invests in an export trading company may be required, by the Board, to terminate its investment or may be made subject to such limitations or conditions as may be imposed by the Board, if the Board determines that the export trading company has taken positions in commodities or commodity contracts, in securities, or in foreign exchange, other than as may be necessary in the course of the export trading company's business operations.
(E) Notwithstanding any other provision of law, an Edge Act corporation, organized under section 25(a) 1 of the Federal Reserve Act (12 U.S.C. 611–631), which is a subsidiary of a bank holding company, or an agreement corporation, operating subject to section 25 of the Federal Reserve Act [12 U.S.C. 601 et seq.], which is a subsidiary of a bank holding company, may invest directly and indirectly in the aggregate up to 5 per centum of its consolidated capital and surplus (25 per centum in the case of a corporation not engaged in banking) in the voting stock of 2 other evidences of ownership in one or more export trading companies.
(iv) the term "extension of credit" shall have the same meaning given such term in the fourth paragraph of section 371c 1 of this title.
(II) not less than 4 consecutive years of operations of such company (not including any portion of the period referred to in subclause (I)) shall be taken into account in making any such determination.
(II) at least 1/3 of such company's total revenues are revenues from the export, or facilitating the export, of goods or services produced in the United States by persons not affiliated with such company.
(i) No general limitation.—The Board may not prescribe by regulation any maximum dollar amount limitation on the value of goods which an export trading company may maintain in inventory at any time.
(ii) Specific limitation by order.—Notwithstanding clause (i), the Board may issue an order establishing a maximum dollar amount limitation on the value of goods which a particular export trading company may maintain in inventory at any time (after such company has been operating for a reasonable period of time) if the Board finds that, under the facts and circumstances, such limitation is necessary to prevent risks that would affect the financial or managerial resources of an investor bank holding company to an extent which would be likely to have a materially adverse effect on the safety and soundness of any subsidiary bank of such bank holding company.
The Board shall include in its annual report to the Congress a description and a statement of the reasons for approval of each activity approved by it by order or regulation under such paragraph during the period covered by the report.
To the extent that such action would not be substantially at variance with the purposes of this chapter and subject to such conditions as it considers necessary to protect the public interest, the Board by order, after opportunity for hearing, may grant exemptions from the provisions of this section to any bank holding company which controlled one bank prior to July 1, 1968, and has not thereafter acquired the control of any other bank in order (1) to avoid disrupting business relationships that have existed over a long period of years without adversely affecting the banks or communities involved, or (2) to avoid forced sales of small locally owned banks to purchasers not similarly representative of community interests, or (3) to allow retention of banks that are so small in relation to the holding company's total interests and so small in relation to the banking market to be served as to minimize the likelihood that the bank's powers to grant or deny credit may be influenced by a desire to further the holding company's other interests.
With respect to shares which were not subject to the prohibitions of this section as originally enacted by reason of any exemption with respect thereto but which were made subject to such prohibitions by the subsequent repeal of such exemption, no bank holding company shall retain direct or indirect ownership or control of such shares after five years from the date of the repeal of such exemption, except as provided in paragraph (2) of subsection (a). Any bank holding company subject to such five-year limitation on the retention of nonbanking assets shall endeavor to divest itself of such shares promptly and such bank holding company shall report its progress in such divestiture to the Board two years after repeal of the exemption applicable to it and annually thereafter.
shall not be treated as a bank holding company for purposes of this chapter solely by virtue of such company's control of such institution.
(C) after August 10, 1987, any bank subsidiary of such company permits any overdraft (including any intraday overdraft), or incurs any such overdraft in the account of the bank at a Federal reserve bank, on behalf of an affiliate, other than an overdraft described in paragraph (3).
(ii) does not cause the bank to violate any provision of section 371c or 371c–1 of this title, either directly, in the case of a bank that is a member of the Federal Reserve System, or by virtue of section 18(j) of the Federal Deposit Insurance Act [12 U.S.C. 1828(j)], in the case of a bank that is not a member of the Federal Reserve System.
(B) implemented procedures that are reasonably adapted to avoid the reoccurrence of such condition or activity.
(C) does not, at the time of such registration, control banks in more than one State, the acquisition of which would be prohibited by section 1842(d) of this title if an application for such acquisition by such company were filed under section 1842(a) of this title.
Each company described in paragraph (1) shall, within 60 days after August 10, 1987, provide the Board with the name and address of such company, the name and address of each bank such company controls, and a description of each such bank's activities.
The Board may, from time to time, examine a company described in paragraph (1), or a bank controlled by such company, or require reports under oath from appropriate officers or directors of such company or bank solely for purposes of assuring compliance with the provisions of this subsection and enforcing such compliance.
In addition to any other power of the Board, the Board may enforce compliance with the provisions of this chapter which are applicable to any company described in paragraph (1), and any bank controlled by such company, under section 8 of the Federal Deposit Insurance Act [12 U.S.C. 1818] and such company or bank shall be subject to such section (for such purposes) in the same manner and to the same extent as if such company or bank were a State member insured bank.
Any violation of this chapter by any company described in paragraph (1), and any bank controlled by such company, may also be treated as a violation of the Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.] for purposes of subparagraph (A).
No provision of this paragraph shall be construed as limiting any authority of the Comptroller of the Currency or the Federal Deposit Insurance Corporation.
(B) subject to the restrictions of section 106 of the Bank Holding Company Act Amendments of 1970 [12 U.S.C. 1971 et seq.], in connection with any transaction involving the products or services of such company or affiliate and those of a bank affiliate, as if such company or affiliate were a bank and such bank were a subsidiary of a bank holding company.
(ii) the insured institution has total assets of $500,000,000 or more at the time of such acquisition.
(B) such shares are acquired or retained with a view to acquiring, exercising, or transferring control of the savings association.
(B) in an acquisition in which the insured institution has been found to be in danger of default (as defined in section 3 of the Federal Deposit Insurance Act [12 U.S.C. 1813]) by the appropriate Federal or State authority.
(B) the shares are acquired or retained with a view to acquiring, exercising, or transferring control of the savings association or savings and loan holding company.
(iii) the activities of the foreign bank are permissible under otherwise applicable law.
The limitations contained in any clause of section 1841(c)(2)(F) of this title shall not apply to a foreign bank described in subparagraph (A) that is controlled by an institution described in such section.
(B) increase the number of locations from which such institution conducts business after March 5, 1987.
(B) such bank were treated as an additional bank (under section 1842(d) of this title).
An institution described in subparagraph (D), (F), (G), or (H) of section 1841(c)(2) of this title shall be treated as a bank, and a company that controls such an institution shall be treated as a bank holding company, for purposes of section 106 of the Bank Holding Company Act Amendments of 1970 [12 U.S.C. 1971 et seq.] and section 22(h) of the Federal Reserve Act [12 U.S.C. 375b] and any regulation prescribed under any such section.
A company that controls an institution described in subparagraph (D), (F), (G), or (H) of section 1841(c)(2) of this title and any of such company's other affiliates, shall be subject to the tying restrictions of section 106 of the Bank Holding Company Act Amendments of 1970 [12 U.S.C. 1971 et seq.] in connection with any transaction involving the products or services of such company or affiliate and those of such institution, as if such company or affiliate were a bank and such institution were a subsidiary of a bank holding company.
The Board may approve an application by any bank holding company under subsection (c)(8) to acquire any savings association in accordance with the requirements and limitations of this section.
In approving an application by a bank holding company to acquire a savings association, the Board shall not impose any restriction on transactions between the savings association and its holding company affiliates, except as required under sections 371c and 371c–1 of this title or any other applicable law.
Notwithstanding any other provision of this chapter, any qualified savings association which became a federally chartered stock company in December of 1986 and which is acquired by any bank holding company without Federal financial assistance after June 1, 1991, and before March 1, 1992, and any subsidiary of any such association, may after such acquisition continue to engage within the home State of the qualified savings association in insurance agency activities in which any Federal savings association (or any subsidiary thereof) may engage in accordance with the Home Owners' Loan Act [12 U.S.C. 1461 et seq.] and regulations pursuant to such Act if the qualified savings association or subsidiary thereof was continuously engaged in such activity from June 1, 1991, to the date of the acquisition.
(iii) will meet all applicable regulatory capital requirements as a result of such acquisition.
(ii) the Federal Deposit Insurance Corporation, with respect to the acquisition of a State savings association.
The comments and recommendations of the Comptroller of the Currency or the Federal Deposit Insurance Corporation, as applicable, under subparagraph (A) with respect to any acquisition subject to such subparagraph shall be transmitted to the Board not later than 30 days after the receipt by the Comptroller of the Currency or the Federal Deposit Insurance Corporation, as applicable, of the notice relating to such acquisition (or such shorter period as the Board may specify if the Board advises the Comptroller of the Currency or the Federal Deposit Insurance Corporation, as applicable, that an emergency exists that requires expeditious action).
The Board shall consult with the Comptroller of the Currency or the Federal Deposit Insurance Corporation, as appropriate, in establishing the scope of an examination by the Board of a bank holding company that directly or indirectly controls a savings association.
Upon the request of the Comptroller of the Currency or the Federal Deposit Insurance Corporation, the Board shall furnish the Comptroller of the Currency or the Federal Deposit Insurance Corporation, as applicable, with a copy of any inspection report, additional examination materials, or supervisory information relating to any bank holding company that directly or indirectly controls a savings association.
The Board and the Comptroller of the Currency or the Federal Deposit Insurance Corporation, as applicable, shall cooperate in any enforcement action against any bank holding company that controls a savings association, if the relevant conduct involves such association.
(ii) the applicant (including all insured depository institutions which are affiliates of the applicant) controls, or upon consummation of the transaction would control, more than 10 percent of the total amount of deposits of insured depository institutions in the United States.
Subparagraph (A) shall not apply to an acquisition that involves an insured depository institution in default or in danger of default, or with respect to which the Federal Deposit Insurance Corporation provides assistance under section 13 of the Federal Deposit Insurance Act (12 U.S.C. 1823).
Except as provided in paragraph (3), no bank holding company may engage in any nonbanking activity or acquire or retain ownership or control of the shares of a company engaged in activities based on subsection (c)(8) or (a)(2) or in any complementary activity under subsection (k)(1)(B) without providing the Board with written notice of the proposed transaction or activity at least 60 days before the transaction or activity is proposed to occur or commence.
The notice submitted to the Board shall contain such information as the Board shall prescribe by regulation or by specific request in connection with a particular notice.
Any notice filed under this subsection shall be deemed to be approved by the Board unless, before the end of the 60-day period beginning on the date the Board receives a complete notice under subparagraph (A), the Board issues an order disapproving the transaction or activity and setting forth the reasons for disapproval.
The Board may extend the 60-day period referred to in clause (i) for an additional 30 days. The Board may further extend the period with the agreement of the bank holding company submitting the notice pursuant to this subsection.
In the event a hearing is requested or the Board determines that a hearing is warranted, the Board may extend the notice period provided in this subsection for such time as is reasonably necessary to conduct a hearing and to evaluate the hearing record. Such extension shall not exceed the 91-day period beginning on the date that the hearing record is complete.
Any transaction or activity may commence before the expiration of any period for disapproval established under this paragraph if the Board issues a written notice of approval.
The Board may prescribe regulations which provide for a shorter notice period with respect to particular activities or transactions.
In the case of any notice to engage in, or to acquire or retain ownership or control of shares of any company engaged in, any activity pursuant to subsection (c)(8) or (a)(2) or in any complementary activity under subsection (k)(1)(B) that has not been previously approved by regulation, the Board may extend the notice period under this subsection for an additional 90 days. The Board may further extend the period with the agreement of the bank holding company submitting the notice pursuant to this subsection.
The Board may deny any proposed transaction or activity for which notice has been submitted pursuant to this subsection if the bank holding company submitting such notice neglects, fails, or refuses to furnish the Board all the information required by the Board.
Nothing in this subsection limits the authority of the Board to impose conditions in connection with an action under this section.
No notice under paragraph (1) of this subsection or under subsection (c)(8) or (a)(2)(B) is required for a proposal by a bank holding company to engage in any activity, other than any complementary activity under subsection (k)(1)(B), or acquire the shares or assets of any company, other than an insured depository institution or a company engaged in any complementary activity under subsection (k)(1)(B), if the proposal qualifies under paragraph (4).
(iv) no insured depository institution controlled by such holding company is undercapitalized.
At the time of the transaction, the acquiring bank holding company, its lead insured depository institution, and insured depository institutions that control at least 90 percent of the aggregate total risk-weighted assets of insured depository institutions controlled by such holding company are well managed.
Except as provided in paragraph (6), no insured depository institution controlled by the acquiring bank holding company has received 1 of the 2 lowest composite ratings at the later of the institution's most recent examination or subsequent review.
(ii) such other activities as are otherwise permissible under this section, subject to the restrictions, terms and conditions, including any prior notice or approval requirements, provided in this section.
The book value of the total assets to be acquired does not exceed 10 percent of the consolidated total risk-weighted assets of the acquiring bank holding company.
The gross consideration to be paid for the securities or assets does not exceed 15 percent of the consolidated Tier 1 capital of the acquiring bank holding company.
For proposals described in paragraph (5)(B), the Board has not, before the conclusion of the period provided in paragraph (5)(B), advised the bank holding company that a notice under paragraph (1) is required.
During the 12-month period ending on the date on which the bank holding company proposes to commence an activity or acquisition, no administrative enforcement action has been commenced, and no cease and desist order has been issued pursuant to section 8 of the Federal Deposit Insurance Act [12 U.S.C. 1818], against the bank holding company or any depository institution subsidiary of the holding company, and no such enforcement action, order, or other administrative enforcement proceeding is pending as of such date.
A bank holding company that qualifies under paragraph (4) and that proposes to engage de novo, directly or through a subsidiary, in any activity that is permissible under subsection (c)(8), as determined by the Board by regulation, may commence that activity without prior notice to the Board and must provide written notification to the Board not later than 10 business days after commencing the activity.
At least 12 business days before commencing any activity pursuant to paragraph (3) (other than an activity described in subparagraph (A) of this paragraph) or acquiring shares or assets of any company pursuant to paragraph (3), the bank holding company shall provide written notice of the proposal to the Board, unless the Board determines that no notice or a shorter notice period is appropriate.
A notification under this subparagraph shall include a description of the proposed activities and the terms of any proposed acquisition.
(B) all such insured depository institutions represent, in the aggregate, less than 10 percent of the aggregate total risk-weighted assets of all insured depository institutions controlled by the bank holding company.
The Board may, by regulation, adjust the percentages and the manner in which the percentages of insured depository institutions are calculated under paragraph (4)(B)(i), (4)(D), or (6)(B) if the Board determines that any such adjustment is consistent with safety and soundness and the purposes of this chapter.
(B) is complementary to a financial activity and does not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally.
The Board shall notify the Secretary of the Treasury of, and consult with the Secretary of the Treasury concerning, any request, proposal, or application under this subsection for a determination of whether an activity is financial in nature or incidental to a financial activity.
The Board shall not determine that any activity is financial in nature or incidental to a financial activity under this subsection if the Secretary of the Treasury notifies the Board in writing, not later than 30 days after the date of receipt of the notice described in clause (i) (or such longer period as the Board determines to be appropriate under the circumstances) that the Secretary of the Treasury believes that the activity is not financial in nature or incidental to a financial activity or is not otherwise permissible under this section.
The Secretary of the Treasury may, at any time, recommend in writing that the Board find an activity to be financial in nature or incidental to a financial activity.
Not later than 30 days after the date of receipt of a written recommendation from the Secretary of the Treasury under clause (i) (or such longer period as the Secretary of the Treasury and the Board determine to be appropriate under the circumstances), the Board shall determine whether to initiate a public rulemaking proposing that the recommended activity be found to be financial in nature or incidental to a financial activity under this subsection, and shall notify the Secretary of the Treasury in writing of the determination of the Board and, if the Board determines not to seek public comment on the proposal, the reasons for that determination.
(iii) offer customers any available or emerging technological means for using financial services or for the document imaging of data.
(A) Lending, exchanging, transferring, investing for others, or safeguarding money or securities.
(B) Insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability, or death, or providing and issuing annuities, and acting as principal, agent, or broker for purposes of the foregoing, in any State.
(C) Providing financial, investment, or economic advisory services, including advising an investment company (as defined in section 3 of the Investment Company Act of 1940 [15 U.S.C. 80a–3]).
(D) Issuing or selling instruments representing interests in pools of assets permissible for a bank to hold directly.
(E) Underwriting, dealing in, or making a market in securities.
(F) Engaging in any activity that the Board has determined, by order or regulation that is in effect on November 12, 1999, to be so closely related to banking or managing or controlling banks as to be a proper incident thereto (subject to the same terms and conditions contained in such order or regulation, unless modified by the Board).
(ii) the Board has determined, under regulations prescribed or interpretations issued pursuant to subsection (c)(13) (as in effect on the day before November 12, 1999) to be usual in connection with the transaction of banking or other financial operations abroad.
(iv) during the period such shares, assets, or ownership interests are held, the bank holding company does not routinely manage or operate such company or entity except as may be necessary or required to obtain a reasonable return on investment upon resale or disposition.
(iv) during the period such shares, assets, or ownership interests are held, the bank holding company does not routinely manage or operate such company except as may be necessary or required to obtain a reasonable return on investment.
The Board shall, by regulation or order, define, consistent with the purposes of this chapter, the activities described in subparagraph (B) as financial in nature, and the extent to which such activities are financial in nature or incidental to a financial activity.
(i) Lending, exchanging, transferring, investing for others, or safeguarding financial assets other than money or securities.
(ii) Providing any device or other instrumentality for transferring money or other financial assets.
(iii) Arranging, effecting, or facilitating financial transactions for the account of third parties.
A financial holding company that acquires any company or commences any activity pursuant to this subsection shall provide written notice to the Board describing the activity commenced or conducted by the company acquired not later than 30 calendar days after commencing the activity or consummating the acquisition, as the case may be.
Except as provided in subsection (j) with regard to the acquisition of a savings association and clause (ii), a financial holding company may commence any activity, or acquire any company, pursuant to paragraph (4) or any regulation prescribed or order issued under paragraph (5), without prior approval of the Board.
A financial holding company may not acquire a company, without the prior approval of the Board, in a transaction in which the total consolidated assets to be acquired by the financial holding company exceed $10,000,000,000.
Solely for purposes of section 18a(c)(8) of title 15, the transactions subject to the requirements of this paragraph shall be treated as if the approval of the Board is not required.
The Board and the Secretary of the Treasury may issue such regulations implementing paragraph (4)(H), including limitations on transactions between depository institutions and companies controlled pursuant to such paragraph, as the Board and the Secretary jointly deem appropriate to assure compliance with the purposes and prevent evasions of this chapter and the Gramm-Leach-Bliley Act and to protect depository institutions.
The restrictions contained in paragraph (4)(H) on the ownership and control of shares, assets, or ownership interests by or on behalf of a subsidiary of a depository institution shall not apply to a financial subsidiary (as defined in section 24a of this title) of a bank, if the Board and the Secretary of the Treasury jointly authorize financial subsidiaries of banks to engage in merchant banking activities pursuant to section 122 of the Gramm-Leach-Bliley Act.
(ii) a certification that the company meets the requirements of subparagraphs (A), (B), and (C).
if any insured depository institution subsidiary of such financial holding company, or the insured depository institution or any of its insured depository institution affiliates, has received in its most recent examination under the Community Reinvestment Act of 1977 [12 U.S.C. 2901 et seq.], a rating of less than "satisfactory record of meeting community credit needs".
For purposes of paragraph (1), the Board shall apply comparable capital and management standards to a foreign bank that operates a branch or agency or owns or controls a commercial lending company in the United States, giving due regard to the principle of national treatment and equality of competitive opportunity.
the Board shall give notice to the financial holding company to that effect, describing the conditions giving rise to the notice.
Not later than 45 days after the date of receipt by a financial holding company of a notice given under paragraph (1) (or such additional period as the Board may permit), the financial holding company shall execute an agreement with the Board to comply with the requirements applicable to a financial holding company under subsection (l)(1).
Until the conditions described in a notice to a financial holding company under paragraph (1) are corrected, the Board may impose such limitations on the conduct or activities of that financial holding company or any affiliate of that company as the Board determines to be appropriate under the circumstances and consistent with the purposes of this chapter.
(B) at the election of the financial holding company instead to cease to engage in any activity conducted by such financial holding company or its subsidiaries (other than a depository institution or a subsidiary of a depository institution) that is not an activity that is permissible for a bank holding company under subsection (c)(8).
In taking any action under this subsection, the Board shall consult with all relevant Federal and State regulatory agencies and authorities.
(C) the company engaged in such activity continues to engage only in the same activities that such company conducted on September 30, 1999, and other activities permissible under this chapter.
For purposes of this subsection, a company is predominantly engaged in financial activities if the annual gross revenues derived by the holding company and all subsidiaries of the holding company (excluding revenues derived from subsidiary depository institutions), on a consolidated basis, from engaging in activities that are financial in nature or are incidental to a financial activity under subsection (k) represent at least 85 percent of the consolidated annual gross revenues of the company.
A financial holding company that engages in activities or holds shares pursuant to this subsection, or a subsidiary of such financial holding company, may not acquire, in any merger, consolidation, or other type of business combination, assets of any other company that is engaged in any activity that the Board has not determined to be financial in nature or incidental to a financial activity under subsection (k), except this paragraph shall not apply with respect to a company that owns a broadcasting station licensed under title III of the Communications Act of 1934 [47 U.S.C. 301 et seq.] and the shares of which are under common control with an insurance company since January 1, 1998, unless such company is acquired by, or otherwise becomes an affiliate of, a bank holding company that, at the time such acquisition or affiliation is consummated, is 1 of the 5 largest domestic bank holding companies (as determined on the basis of the consolidated total assets of such companies).
Notwithstanding any other provision of this subsection, a financial holding company may continue to engage in activities or hold shares in companies pursuant to this subsection only to the extent that the aggregate annual gross revenues derived from all such activities and all such companies does not exceed 15 percent of the consolidated annual gross revenues of the financial holding company (excluding revenues derived from subsidiary depository institutions).
(ii) permit any of its products or services to be offered or marketed, directly or through any arrangement, by or through any company described in clause (i).
(ii) the Board determines that the arrangement is in the public interest, does not undermine the separation of banking and commerce, and is consistent with the safety and soundness of depository institutions.
A depository institution controlled by a financial holding company may not engage in a covered transaction (as defined in section 371c(b)(7) of this title) with any affiliate controlled by the company pursuant to this subsection.
A financial holding company engaged in any activity, or retaining direct or indirect ownership or control of shares of a company, pursuant to this subsection, shall terminate such activity and divest ownership or control of the shares of such company before the end of the 10-year period beginning on November 12, 1999. The Board may, upon application by a financial holding company, extend such 10-year period by a period not to exceed an additional 5 years if such extension would not be detrimental to the public interest.
(B) any affiliated depository institution to offer or market any product or service of any company, the shares of which are owned or controlled by such holding company pursuant to this subsection.
This chapter, referred to in text, was in the original "this Act", meaning act May 9, 1956, ch. 240, 70 Stat. 133, known as the Bank Holding Company Act of 1956, which is classified principally to this chapter. For complete classification of this Act to the Code, see Short Title note set out under section 1841 of this title and Tables.
The Investment Company Act of 1940, referred to in subsec. (a)(2), is title I of act Aug. 22, 1940, ch. 686, 54 Stat. 789, which is classified generally to subchapter I (§80a–1 et seq.) of chapter 2D of Title 15, Commerce and Trade. For complete classification of this Act to the Code, see section 80a–51 of Title 15 and Tables.
Enactment of the Bank Holding Company Act Amendments of 1970, referred to in subsecs. (a)(2) and (c)(12), means enactment of Pub. L. 91–607 on Dec. 31, 1970. For classification of Pub. L. 91–607, see Short Title of 1970 Amendment note set out under section 1841 of this title.
Enactment of the Competitive Equality Amendments of 1987, referred to in subsecs. (a)(2), (f)(1)(A), and (g)(1), means enactment of title I of Pub. L. 100–86, Aug. 10, 1987, 101 Stat. 554. For classification of title I of Pub. L. 100–86, see Short Title of 1987 Amendment note set out under section 226 of this title and Tables.
Section 25 of the Federal Reserve Act, referred to in subsecs. (c)(14)(E) and (f)(14)(A)(i), is classified to subchapter I (§601 et seq.) of chapter 6 of this title. Section 25(a) of the Federal Reserve Act (12 U.S.C. 611–631), referred to in subsec. (c)(14)(E), was renumbered section 25A of the Federal Reserve Act by Pub. L. 102–242, title I, §142(e)(2), Dec. 19, 1991, 105 Stat. 2281 and is classified to subchapter II (§611 et seq.) of chapter 6 of this title.
Section 371c of this title, referred to in subsec. (c)(14)(F)(iv), was amended generally by Pub. L. 97–320, title IV, §410(b), Oct. 15, 1982, 96 Stat. 1515, and, as so amended, no longer contains undesignated pars. and no longer defines "extension of credit".
The Federal Deposit Insurance Act, referred to in subsec. (f)(8)(B), is act Sept. 21, 1950, ch. 967, §2, 64 Stat. 873, which is classified generally to chapter 16 (§1811 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under section 1811 of this title and Tables.
Section 106 of the Bank Holding Company Act Amendments of 1970, referred to in subsecs. (f)(9)(A), (h) and (n)(5)(B)(i), is Pub. L. 91–607, title I, §106, Dec. 31, 1970, 84 Stat. 1766, as amended, which is classified generally to chapter 22 (§1971 et seq.) of this title.
Section 1730a of this title, referred to in subsec. (f)(10)(A), was repealed by Pub. L. 101–73, title IV, §407, Aug. 9, 1989, 103 Stat. 363.
The Home Owners' Loan Act, referred to in subsec. (i)(3)(A), is act June 13, 1933, ch. 64, 48 Stat. 128, which is classified generally to chapter 12 (§1461 et seq.) of this title. For complete classification of this Act to the Code, see section 1461 of this title and Tables.
The Gramm-Leach-Bliley Act, referred to in subsecs. (k)(3)(A), (7) and (l)(1)(D)(i), (2)(B), is Pub. L. 106–102, Nov. 12, 1999, 113 Stat. 1338. Section 122 of the Act is set out as a note below. For complete classification of this Act to the Code, see Short Title of 1999 Amendment note set out under section 1811 of this title and Tables.
The Investment Advisers Act of 1940, referred to in subsec. (k)(4)(H)(ii)(II), is title II of act Aug. 22, 1940, ch. 686, 54 Stat. 847, which is classified generally to subchapter II (§80b–1 et seq.) of chapter 2D of Title 15, Commerce and Trade. For complete classification of this Act to the Code, see section 80b–20 of Title 15 and Tables.
The Community Reinvestment Act of 1977, referred to in subsec. (l)(2), is title VIII of Pub. L. 95–128, Oct. 12, 1977, 91 Stat. 1147, which is classified generally to chapter 30 (§2901 et seq.) of this title. For complete classification of this Act to the Code, see Short Title note set out under section 2901 of this title and Tables.
The Communications Act of 1934, referred to in subsec. (n)(3), is act June 19, 1934, ch. 652, 48 Stat. 1964. Title III of the Act is classified generally to subchapter III (§301 et seq.) of chapter 5 of Title 47, Telecommunications. For complete classification of this Act to the Code, see section 609 of Title 47 and Tables.
2010—Subsec. (i)(4)(A). Pub. L. 111–203, §354(2)(A)(i)(I), struck out "to Director" at end of heading, substituted "Board shall solicit comments and recommendations from—" for "Board shall solicit comments and recommendations from the Director with respect to such acquisition.", and added cls. (i) and (ii).
Subsec. (i)(4)(B). Pub. L. 111–203, §354(2)(A)(i)(II), substituted "Comptroller of the Currency or the Federal Deposit Insurance Corporation, as applicable," for "Director" wherever appearing.
Subsec. (i)(5). Pub. L. 111–203, §354(2)(A)(ii)(II), substituted "Comptroller of the Currency or the Federal Deposit Insurance Corporation" for "Director" in two places.
Subsec. (i)(5)(B). Pub. L. 111–203, §354(2)(A)(ii)(I), substituted "Comptroller of the Currency or the Federal Deposit Insurance Corporation, as applicable, with" for "Director with".
Subsec. (i)(6). Pub. L. 111–203, §354(2)(A)(iii), substituted "Comptroller of the Currency or the Federal Deposit Insurance Corporation, as applicable," for "Director".
Subsec. (i)(7). Pub. L. 111–203, §354(2)(A)(iv), struck out par. (7). Text read as follows: "For purposes of this section, the term 'Director' means the Director of the Office of Thrift Supervision."
Subsec. (i)(8). Pub. L. 111–203, §623(b)(1)(A), added par. (8).
Subsec. (j)(2)(A). Pub. L. 111–203, §604(e)(1), substituted "unsound banking practices, or risk to the stability of the United States banking or financial system" for "or unsound banking practices".
Subsec. (k)(6)(B). Pub. L. 111–203, §623(b)(1)(B), substituted "insured depository institution" for "savings association".
Pub. L. 111–203, §604(e)(2), amended subpar. (B) generally. Prior to amendment, text read as follows: "Except as provided in subsection (j) of this section with regard to the acquisition of a [sic] insured depository institution, a financial holding company may commence any activity, or acquire any company, pursuant to paragraph (4) or any regulation prescribed or order issued under paragraph (5), without prior approval of the Board."
Subsec. (l)(1)(C), (D). Pub. L. 111–203, §606(a)(1)–(3), added subpar. (C) and redesignated former subpar. (C) as (D).
Subsec. (l)(1)(D)(ii). Pub. L. 111–203, §606(a)(4), substituted "subparagraphs (A), (B), and (C)" for "subparagraphs (A) and (B)".
2006—Subsec. (h)(1), (2). Pub. L. 109–351, §727(b), substituted "(G), or (H) of section 1841(c)(2)" for "(G), (H), (I), or (J) of section 1841(c)(2)".
Subsec. (n)(5)(B). Pub. L. 109–351, §611, substituted "subparagraph (H) or (I) of subsection (k)(4)" for "subsection (k)(4)(I)" in introductory provisions.
1999—Subsec. (c)(8). Pub. L. 106–102, §102(a), amended par. (8) generally, substituting present provisions for provisions which exempted from prohibitions of this section shares of any bank holding company the activities of which were determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto, which further provided that for purposes of this subsection it was not closely related to banking or managing or controlling banks for a bank holding company to provide insurance as a principal, agent, or broker except in certain circumstances, which further provided factors to consider in determining whether a particular activity is a proper incident to banking or managing or controlling banks, and which further provided notice and other procedural requirements in making such determinations.
Subsec. (f)(2). Pub. L. 106–102, §107(d)(1), added introductory provisions and struck out former introductory provisions which read as follows: "Paragraph (1) shall cease to apply to any company described in such paragraph if—".
Subsec. (f)(2)(A)(ii)(XI). Pub. L. 106–102, §107(d)(2)(A)–(C), added subcl. (XI).
Subsec. (f)(2)(B), (C). Pub. L. 106–102, §107(d)(2)(D), (3), added subpars. (B) and (C) and struck out former subpar. (B) which read as follows: "any bank subsidiary of such company fails to comply with the restrictions contained in paragraph (3)(B)."
Subsec. (f)(3). Pub. L. 106–102, §107(a), (b), added par. (3) and struck out heading and text of former par. (3) which related to limitation on banks controlled by paragraph (1) companies.
Subsec. (f)(4). Pub. L. 106–102, §107(e), reenacted heading without change and amended text of par. (4) generally. Prior to amendment, text read as follows: "If any company described in paragraph (1) loses the exemption provided under such paragraph by operation of paragraph (2), such company shall divest control of each bank it controls within 180 days after such company becomes a bank holding company due to the loss of such exemption."
Subsec. (f)(14). Pub. L. 106–102, §107(f), added par. (14).
Subsec. (j)(1)(A), (E). Pub. L. 106–102, §103(c)(2)(A), inserted "or in any complementary activity under subsection (k)(1)(B)" after "subsection (c)(8) or (a)(2)".
Subsec. (j)(3). Pub. L. 106–102, §103(c)(2)(B), inserted ", other than any complementary activity under subsection (k)(1)(B)," after "to engage in any activity" and "or a company engaged in any complementary activity under subsection (k)(1)(B)" after "insured depository institution".
Subsecs. (k) to (o). Pub. L. 106–102, §103(a), added subsecs. (k) to (o).
1996—Subsec. (c)(2). Pub. L. 104–208, §2215, struck out "for not more than one year at a time" before "if, in its judgment," and substituted "and, in the case of a bank holding company which has not disposed of such shares within 5 years after the date on which such shares were acquired, the Board may, upon the application of such company, grant additional exemptions if, in the judgment of the Board, such extension would not be detrimental to the public interest and, either the bank holding company has made a good faith attempt to dispose of such shares during such 5-year period, or the disposal of such shares during such 5-year period would have been detrimental to the company, except that the aggregate duration of such extensions shall not extend beyond 10 years" for "but no such extensions shall extend beyond a date five years".
Subsec. (c)(8). Pub. L. 104–208, §2612, substituted "(and opportunity for hearing in the case of an acquisition of a savings association)" for "and opportunity for hearing".
Subsec. (f)(3)(B)(iv). Pub. L. 104–208, §2304(a), struck out cl. (iv) which read as follows: "increase its assets at an annual rate of more than 7 percent during any 12-month period beginning after the end of the 1-year period beginning on August 10, 1987."
Subsec. (i)(4) to (7). Pub. L. 104–208, §2203(d), added pars. (4) to (7).
Subsec. (j)(1)(A). Pub. L. 104–208, §2208(a)(1), substituted "Except as provided in paragraph (3), no" for "No".
Subsec. (j)(3) to (7). Pub. L. 104–208, §2208(a)(2), added pars. (3) to (7).
1994—Subsec. (c). Pub. L. 103–325, §346(2), struck out before last sentence "In the event of the failure of the Board to act on any application for an order under paragraph (8) of this subsection within the ninety-one-day period which begins on the date of submission to the Board of the complete record on that application, the application shall be deemed to have been granted."
Subsec. (j). Pub. L. 103–325, §346(1), added subsec. (j).
1992—Subsec. (i)(3). Pub. L. 102–550, §1606(h)(1), amended directory language of Pub. L. 102–242, §461. See 1991 Amendment note below.
1991—Subsec. (i)(3). Pub. L. 102–242, §461, as amended by Pub. L. 102–550, §1606(h)(1), added par. (3).
1989—Subsec. (f)(2)(A)(i). Pub. L. 101–73, §604(b)(2), inserted reference to par. (12).
"(V) shares or assets of an insured institution described in paragraph (10) of this subsection; or".
Subsec. (f)(3)(B)(ii). Pub. L. 101–73, §1219, added cl. (ii) and struck out former cl. (ii) which read as follows: "offer or market products or services of an affiliate that are not permissible for bank holding companies to provide under subsection (c)(8) of this section, or permit its products or services to be offered or marketed by or through an affiliate (other than an affiliate that engages only in activities permissible for bank holding companies under subsection (c)(8) of this section), unless such products or services were being so offered or marketed as of March 5, 1987, and then only in the same manner in which they were being offered or marketed as of that date;".
Subsec. (f)(10). Pub. L. 101–73, §603(b)(1), substituted "and (ii)(VIII)" for "and (ii)(V)", and in subpar. (A) inserted reference to section 13(k) of the Federal Deposit Insurance Act.
Subsec. (f)(11). Pub. L. 101–73, §603(b)(2), added par. (11).
Subsec. (f)(12), (13). Pub. L. 101–73, §604(b)(1), added pars. (12) and (13).
Subsec. (i). Pub. L. 101–73, §601(a), added subsec. (i).
1988—Subsec. (c)(14)(A). Pub. L. 100–418, §3402(b), added cl. (v) and redesignated former cls. (v) and (vi) as (vi) and (vii), respectively.
Subsec. (c)(14)(G). Pub. L. 100–418, §3402(a), added subpar. (G).
Subsec. (c)(14)(H). Pub. L. 100–418, §3402(c), added subpar. (H).
1987—Pub. L. 100–86, §509(a), repealed Pub. L. 97–320, §141. See 1982 Amendment note below.
Subsec. (a)(2). Pub. L. 100–86, §101(b), inserted at end "Notwithstanding any other provision of this paragraph, if any company that became a bank holding company as a result of the enactment of the Competitive Equality Amendments of 1987 acquired, between March 5, 1987, and August 10, 1987, an institution that became a bank as a result of the enactment of such Amendments, that company shall, upon the enactment of such Amendments, immediately come into compliance with the requirements of this chapter."
Subsec. (c)(8). Pub. L. 100–86, §502(h)(2), struck out semicolon at end and substituted a period and following sentences: "If an application is filed under this paragraph in connection with an application to make an acquisition pursuant to section 13(f) of the Federal Deposit Insurance Act, the Board may dispense with the notice and hearing requirement of this paragraph and the Board may approve or deny the application under this paragraph without notice or hearing. If an application described in the preceding sentence is approved, the Board shall publish in the Federal Register, not later than 7 days after such approval is granted, the order approving the application and a description of the nonbanking activities involved in the acquisition;".
Subsecs. (f) to (h). Pub. L. 100–86, §101(c), added subsecs. (f) to (h).
1986—Subsec. (c). Pub. L. 99–514 substituted "Internal Revenue Code of 1986" for "Internal Revenue Code of 1954", which for purposes of codification was translated as "title 26" thus requiring no change in text.
1983—Subsec. (c)(8)(F). Pub. L. 97–457, §30(1), inserted proviso that such a bank holding company and its subsidiaries may not engage in sale of life insurance or annuities except as provided in subparagraph (A), (B), or (C).
Subsec. (c)(8)(G). Pub. L. 97–457, §30(2), struck out proviso that such bank holding company and its subsidiaries may not engage in sale of life insurance or annuities except as provided in subparagraph (A), (B), or (C).
1982—Subsec. (a). Pub. L. 97–320, §433(b), substituted "December 31, 1984" for "December 31, 1982".
Subsec. (c)(8). Pub. L. 97–320, §§118(a), 601, inserted specification that providing insurance is not being closely related to banking or managing or controlling banks for purposes of this subsection, exceptions thereto in cls. (A) through (G), and the subsequent proviso relating to the sale of life insurance or annuities, and inserted provisions relating to dispensation from the notice and hearing requirement in the event of an emergency.
Pub. L. 97–320, §141(a)(4), which directed that, effective Oct. 13, 1986, the provisions of law amended by section 118 of Pub. L. 97–320 shall be amended to read as they would without such amendment, was repealed by Pub. L. 100–86, §509(a). See Effective and Termination Dates of 1982 Amendment note and Extension of Emergency Acquisition and Net Worth Guarantee Provisions of Pub. L. 97–320 note set out under section 1464 of this title.
Subsec. (c)(14). Pub. L. 97–290 added par. (14).
1980—Subsec. (a). Pub. L. 96–221 inserted provisions relating to extension of period ending Dec. 31, 1980, to Dec. 31, 1982.
1978—Subsec. (c). Pub. L. 95–630 substituted "The prohibitions in this section shall not apply to (i) any company that was on January 4, 1977, both a bank holding company and a labor, agricultural, or horticultural organization exempt from taxation under section 501 of title 26, or to any labor, agricultural, or horticultural organization to which all or substantially all of the assets of such company are hereafter transferred" for "The prohibitions in this section shall not apply to any bank holding company which is (i) a labor, agricultural, or horticultural organization and which is exempt from taxation under section 501 of title 26".
1977—Subsec. (c)(2). Pub. L. 95–188 substituted "shares acquired by a bank holding company or any of its subsidiaries in satisfaction of a debt previously contracted in good faith, but such shares shall be disposed of within a period of two years" for "shares acquired by a bank in satisfaction of a debt previously contracted in good faith, but such bank shall dispose of such shares within a period of two years".
1970—Subsec. (a). Pub. L. 91–607, §103(1), (2), in par. (2) of first sentence, inserted provision respecting prohibition in the case of a company which becomes, as a result of the enactment of the Bank Holding Company Act Amendments of 1970, a bank holding company on the date of such enactment, after Dec. 31, 1980, substituted "engage in any activities" for "engage in any business", designated existing provisions as cl. (A), substituting therein "and other subsidiaries authorized under this chapter or of furnishing services to or performing services for its subsidiaries" for "or of furnishing services to or performing services for any bank of which it owns or controls 25 per centum or more of the voting shares", added cl. (B) and provisions respecting activities of a company covered in 1970, and termination of authority for engaging in the activities, authorization of bank holding company to engage in activities through acquisition of interest in or assets of a going concern engaged in the activities, and retention for period of ten years ownership or control of shares in a company carrying on the activity, where the activity of the company has been terminated; and, in second sentence substituted "two year period" for "period", respectively.
Subsec. (c). Pub. L. 91–607, §103(3), (6), designated existing provisions of text preceding par. (1) as cl. (i) and added cl. (2), and inserted concluding text following par. (13) deeming an application under par. (8) as granted upon failure of Board to act within prescribed period and requiring the Board in the report to Congress to include a description and a statement of reasons for approval of each activity under par. (8), respectively.
Subsec. (c)(8). Pub. L. 91–607, §103(4), inserted provisions respecting criteria to be used for determining whether particular activity is proper incident to banking and provision for differentiation by orders and regulations between de novo activities and going concern activities, deleted description of company activities as being of a financial, fiduciary, or insurance nature, specific language respecting determination on basis of record made at the hearing, and provision respecting the close relationship of the activities making it unnecessary for prohibitions of this section to apply in order to carry out the purposes of this chapter, substituted "opportunity for hearing" for "hearing", and provided for determination by regulation.
Subsec. (c)(9). Pub. L. 91–607, §103(5), extended exemption to company activities, substituted provision respecting conduct of greater part of company's business; outside the United States for prior provision respecting engaging principally in the banking business outside the United States, and conditioned exemption on Board determination by regulation or order that the exemption would not be substantially at variance with the purposes of this chapter and would be in the public interest.
Subsec. (c)(11) to (13). Pub. L. 91–607, §103(6), added pars. (11) to (13).
Subsecs. (d), (e). Pub. L. 91–607, §103(7), added subsec. (d) and redesignated former subsec. (d) as (e).
1966—Subsec. (a). Pub. L. 89–485, §8(a), extended until December 31, 1978, the deadline for divestiture by bank holding companies of their nonbanking interests in the case of any company that has been continuously affiliated since May 15, 1955, with a company which was registered under the Investment Company Act of 1940, prior to May 15, 1955, in such a manner as to constitute an affiliated company within the meaning of that Act.
Subsec. (c). Pub. L. 89–485, §8(b), limited the exception granted companies engaged in liquidating assets acquired by the bank holding company by requiring that, to qualify for the exception, the company be engaged solely in liquidating assets acquired from the holding company and its banks or from another source before it became subject to this chapter and not merely engaged in the general liquidating business with only a part of its operations performed for the holding company system, authorized the grant of one year extensions up to a total of three years to the two year period allowed for the disposal of shares acquired by a bank in satisfaction of a debt previously contracted in good faith, substituted reference, in par. (4), to shares held under a trust that constitutes a company as defined in section 1841(b) and except as provided in pars. (2) and (3) of section 1841(g) of this title for reference to shares held for the benefit of the shareholders of a bank holding company or any of its subsidiaries, and eliminated the requirement that, in order to qualify for the exemption allowing a bank holding company to hold shares in a nonbanking company, the shares do not exceed 5 per centum of the holding company's assets in value.
Subsec. (d). Pub. L. 89–485, §8(c), added subsec. (d).
Amendment by section 354(2)(A) of Pub. L. 111–203 effective on the transfer date, see section 351 of Pub. L. 111–203, set out as a note under section 906 of Title 2, The Congress.
Amendment by section 604(e) of Pub. L. 111–203 effective on the transfer date, see section 604(j) of Pub. L. 111–203, set out as a note under section 1462 of this title.
Amendment by section 606(a) of Pub. L. 111–203 effective on the transfer date, see section 606(c) of Pub. L. 111–203, set out as a note under section 1467a of this title.
Amendment by section 623(b)(1) of Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of this title.
Amendment by Pub. L. 106–102 effective 120 days after Nov. 12, 1999, see section 161 of Pub. L. 106–102, set out as a note under section 24 of this title.
Amendment by Pub. L. 95–630 effective on expiration of 120 days after Nov. 10, 1978, see section 2101 of Pub. L. 95–630, set out as an Effective Date note under section 375b of this title.
For short title of title II of Pub. L. 97–290 as the "Bank Export Services Act", see Short Title of 1982 Amendment note set out under section 1841 of this title.
For termination, effective May 15, 2000, of provisions of law requiring submittal to Congress of any annual, semiannual, or other regular periodic report listed in House Document No. 103–7 (in which a report required under subsection (c) (last sentence) of this section is listed on page 171), see section 3003 of Pub. L. 104–66, set out as a note under section 1113 of Title 31, Money and Finance.
Pub. L. 111–8, div. D, title VI, §624, Mar. 11, 2009, 123 Stat. 678, provided that: "Notwithstanding any other provision of law, for fiscal year 2009 and each fiscal year thereafter, neither the Board of Governors of the Federal Reserve System nor the Secretary of the Treasury may determine, by rule, regulation, order, or otherwise, for purposes of section 4(k) of the Bank Holding Company Act of 1956 [12 U.S.C. 1843(k)], or section 5136A of the Revised Statutes of the United States [12 U.S.C. 24a], that real estate brokerage activity or real estate management activity is an activity that is financial in nature, is incidental to any financial activity, or is complementary to a financial activity. For purposes of this section, 'real estate brokerage activity' shall mean 'real estate brokerage', and 'real estate management activity' shall mean 'property management', as those terms were understood by the Board of Governors of the Federal Reserve System prior to March 11, 2000."
"(1) In general.—By the end of the 4-year period beginning on the date of the enactment of this Act [Nov. 12, 1999], the Board of Governors of the Federal Reserve System and the Secretary of the Treasury shall submit a joint report to the Congress containing a summary of new activities, including grandfathered commercial activities, in which any financial holding company is engaged pursuant to subsection (k)(1) or (n) of section 4 of the Bank Holding Company Act of 1956 [12 U.S.C. 1843(k)(1), (n)] (as added by subsection (a)).
"(A) A discussion of actions by the Board of Governors of the Federal Reserve System and the Secretary of the Treasury, whether by regulation, order, interpretation, or guideline or by approval or disapproval of an application, with regard to activities of financial holding companies that are incidental to activities that are financial in nature or complementary to such financial activities.
"(B) An analysis and discussion of the risks posed by commercial activities of financial holding companies to the safety and soundness of affiliate depository institutions.
"(C) An analysis and discussion of the effect of mergers and acquisitions under section 4(k) of the Bank Holding Company Act of 1956 [12 U.S.C. 1843(k)] on market concentration in the financial services industry."
jointly adopt rules that permit financial subsidiaries to engage in merchant banking activities described in section 4(k)(4)(H) of the Bank Holding Company Act of 1956 [12 U.S.C. 1843(k)(4)(H)], under such terms and conditions as the Board of Governors of the Federal Reserve System and the Secretary of the Treasury jointly determine to be appropriate."
Pub. L. 101–73, title VI, §601(b), Aug. 9, 1989, 103 Stat. 409, provided that: "If the Board of Governors of the Federal Reserve System, in approving an application by a bank holding company to acquire a savings association, imposed any restriction that would have been prohibited under section 4(i)(2) of the Bank Holding Company Act of 1956 [12 U.S.C. 1843(i)(2)] (as added by subsection (a) of this section) if that section had been in effect when the application was approved, the Board shall modify that approval in a manner consistent with that section."
No amendment made by section 141(a) of Pub. L. 97–320, set out as a note under section 1464 of this title, as in effect before Aug. 10, 1987, to any other provision of law to be deemed to have taken effect before such date and any such provision of law to be in effect as if no such amendment had been made before such date, see section 509(c) of Pub. L. 100–86, set out as a note under section 1464 of this title.
No amendment made by section 141(a) of Pub. L. 97–320, set out as a note under section 1464 of this title, as in effect on the day before Oct. 8, 1986, to any other provision of law to be deemed to have taken effect before such date and any such provision of law to be in effect as if no such amendment had taken effect before such date, see section 1(c) of Pub. L. 99–452, set out as a note under section 1464 of this title.
Section 141(a) of Pub. L. 97–320, set out as a note under section 1464 of this title, as in effect on the day after Aug. 27, 1986, applicable as if included in Pub. L. 97–320 on Oct. 15, 1982, with no amendment made by such section to any other provision of law to be deemed to have taken effect before Aug. 27, 1986, and any such provision of law to be in effect as if no such amendment had taken effect before Aug. 27, 1986, see section 1(c) of Pub. L. 99–400, set out as a note under section 1464 of this title.
"(4) facilitate the formation of joint venture export trading companies between bank holding companies and nonbank firms that provide for the efficient combination of complementary trade and financing services designed to create export trading companies that can handle all of an exporting company's needs."
Pub. L. 97–290, title II, §205, Oct. 8, 1982, 96 Stat. 1238, required Federal Reserve Board, within two years after Oct. 8, 1982, to report to Congress its recommendations with respect to implementation of this section, on any changes in United States law to facilitate financing of United States exports, and on effects of ownership of United States banks by foreign banking organizations affiliated with trading companies doing business in United States.
2 So in original. Probably should be "or".


Chapter 54B - Savings and Loan Associations.
§ 54B-3. Applicability of Chapter.
§ 54B-4. Definitions and application of terms.
Article 2 - Incorporation and Organization.
§ 54B-7. Application of Chapter on business corporations.
§ 54B-8. Scope and prohibitions; existing charters; injunctions.
§ 54B-9. Application to organize a savings and loan association.
§ 54B-10. Certificate of incorporation.
§ 54B-11. Commissioner of Banks to consider application.
§ 54B-12. Criteria to be met before the Commissioner of Banks may recommend approval of an application.
§ 54B-13. State Banking Commission to review findings and recommendations of Commissioner of Banks.
§ 54B-14. Grounds for approval or denial of application.
§ 54B-17. Insurance of accounts required.
§ 54B-18. Time allowed to commence business.
§ 54B-20. Amendments to certificate of incorporation.
§ 54B-21. List of stockholders to be maintained.
§ 54B-23. Application to change location of a branch or principal office.
§ 54B-24. Approval revoked; branch office.
§ 54B-25. Branch offices closed.
§ 54B-26: Repealed by Session Laws 1991, c. 680, s. 3.
§§ 54B-27 through 54B-29. Reserved for future codification purposes.
Article 3 - Fundamental Changes.
§ 54B-30. Conversion from State to federal association.
§ 54B-31. Conversion from federal to State association.
§ 54B-32. Simultaneous charter and ownership conversion.
§ 54B-33. Conversion of mutual to stock association.
§ 54B-34. Conversion of stock associations to mutual associations.
§ 54B-34.1. Conversion to State association.
§ 54B-34.2. Conversion to bank.
§ 54B-36. Merger of associations where ownership is converted.
§ 54B-37. Merger of mutual and stock associations.
§ 54B-38. Repealed by Session Laws 1985, c. 659, s. 8.
§ 54B-39. Merger of federal with State associations.
§ 54B-40. Voluntary dissolution by directors.
§ 54B-41. Voluntary dissolution by stockholders or members.
§ 54B-42. Rules, regulations and reports of voluntary dissolution.
§ 54B-44. Supervisory mergers, consolidations, conversions, and combination mergers and conversions.
§ 54B-46. Conversion of bank to stock association.
§ 54B-47. Merger of banks and associations.
§ 54B-48: Reserved for future codification purposes.
Article 3A - North Carolina Regional Reciprocal Savings and Loan Acquisition Act.
§ 54B-48.3. Acquisitions by Southern Region savings and loan holding companies and Southern Region associations.
§ 54B-48.7. Appeal of Commissioner of Banks' decision.
§ 54B-48.8. Periodic reports; interstate agreements.
§§ 54B-49 through 54B-51. Reserved for future codification purposes.
Article 4 - Supervision and Regulation.
§ 54B-52. Commissioner of Banks.
§ 54B-53: Repealed by Session Laws 2001-193, s. 3.
§ 54B-54. Deputy commissioner of Savings Institutions Division.
§ 54B-55. Power of Commissioner of Banks to promulgate rules and regulations; reproduction of records.
§ 54B-56. Examinations by Commissioner of Banks; report.
§ 54B-57. Supervision and examination fees.
§ 54B-58. Prolonged audit, examination or revaluation; payment of costs.
§ 54B-59. Cease and desist orders.
§ 54B-60. Commissioner of Banks to have right of access to books and records of association; right to issue subpoenas, administer oaths, examine witnesses.
§ 54B-61. Test appraisals of collateral for loans; expense paid.
§ 54B-62. Relationship of savings and loan associations with the Savings Institutions Division.
§ 54B-64. Civil penalties; State associations.
§ 54B-65. Civil penalties; directors, officers and employees.
§ 54B-69. Removal of directors, officers and employees.
§ 54B-74. Annual license fees.
§ 54B-76. Statement examined, approved, and published.
§ 54B-77. Certain powers granted to State associations.
§§ 54B-79 through 54B-99. Reserved for future codification purposes.
Article 5 - Corporate Administration.
§ 54B-100. Membership of a mutual association.
§ 54B-103. Duties and liabilities of officers and directors to their associations.
§ 54B-104. Conflicts of interest.
§ 54B-106. Annual meetings; notice required.
§ 54B-107. Special meetings; notice required.
§ 54B-110. Days and hours of operation.
§§ 54B-111 through 54B-120. Reserved for future codification purposes.
Article 6 - Withdrawable Accounts.
§ 54B-121. Creation of withdrawable accounts.
§ 54B-123. Dividends on withdrawable accounts.
§ 54B-124. Withdrawals from withdrawable accounts.
§ 54B-126. Forced retirement of withdrawable accounts.
§ 54B-127. Negotiable orders of withdrawal.
§ 54B-128. Option on nonnegotiable orders of withdrawal.
§ 54B-130: Repealed by Session Laws 2011-236, s. 2, effective October 1, 2011.
§ 54B-130.1. Payable on Death (POD) accounts.
§ 54B-131. Right of setoff on withdrawable accounts.
§ 54B-132. Minors as withdrawable account holders; safe deposit box lessees.
§ 54B-133. Withdrawable accounts as deposit of securities.
§ 54B-134. New account books.
§ 54B-135. Transfer of withdrawable accounts.
§ 54B-136. Authority of power of attorney.
§ 54B-137. Reserved for future codification purposes.
§ 54B-138. Reserved for future codification purposes.
§ 54B-139. Personal agency accounts.
§§ 54B-140 through 54B-146. Reserved for future codification purposes.
Article 6A - Fee for Returned Checks.
§ 54B-147. Collection of processing fee for returned checks.
§§ 54B-148 through 54B-149. Reserved for future codification purposes.
§ 54B-150. Manner of making loans.
§ 54B-152. Real property encumbrances.
§ 54B-155. Rule-making power of Commissioner of Banks.
§ 54B-156. Loan expenses and fees.
§ 54B-157. Loans conditioned on certain transactions prohibited.
§ 54B-158. Insured or guaranteed loans.
§ 54B-159. Purchase of loans.
§ 54B-160. Participation in loans.
§ 54B-161. Sale of loans.
§ 54B-162. Power to borrow money.
§ 54B-163. Methods of loan repayment.
§ 54B-164. Loans to one borrower.
§ 54B-167. Scope of Article.
§§ 54B-168 through 54B-179. Reserved for future codification purposes.
Article 8 - Other Investments.
§ 54B-181. Business property of a State association.
§ 54B-182. United States obligations.
§ 54B-183. North Carolina obligations.
§ 54B-184. Federal Home Loan Bank obligations.
§ 54B-185. Deposits in banks.
§ 54B-186. Deposits in other associations.
§ 54B-187. Fannie Mae obligations.
§ 54B-188. Municipal and county obligations.
§ 54B-189. Stock in education agency.
§ 54B-190. Industrial development corporation stock.
§ 54B-191. Urban renewal investment corporation stock.
§ 54B-192. Urban renewal projects.
§ 54B-193. Loans on sufficient collateral; other investments.
§ 54B-195. Any loan or investment permitted for federal associations.
§ 54B-196. Reserved for future codification purposes.
§ 54B-197. Effect of change in law or regulation.
§§ 54B-198 through 54B-209. Reserved for future codification purposes.
Article 9 - Liquidity Fund.
§ 54B-210. Components of liquidity fund.
§ 54B-211. Renewal of liquidity fund.
§§ 54B-212 through 54B-215. Reserved for future codification purposes.
Article 10 - General Reserve.
§§ 54B-217 through 54B-220. Reserved for future codification purposes.
Article 11 - Foreign Associations.
§§ 54B-221 through 54B-235. Repealed by Session Laws 1983 (Regular Session, 1984), c. 1087, s. 6, effective July 5, 1984.
Article 12 - Mutual Deposit Guaranty Associations.
§ 54B-237. Organization of a mutual deposit guaranty association.
§ 54B-238. Examination and certification by Secretary of Commerce.
§ 54B-239. Recordation of articles of incorporation.
§ 54B-240. Proposed amendments submitted to Secretary of Commerce.
§ 54B-241. Examination and certification of amendments.
§ 54B-242. Recordation of amendments.
§ 54B-243. Reserve for losses.
§ 54B-244. Purposes and powers of mutual deposit guaranty associations.
§ 54B-245. Filing of semiannual financial reports; fees.
§ 54B-246. Supervision by Secretary of Commerce.
§ 54B-248. Right to enter and to conduct investigations.
§ 54B-249. Removal of officers or employees.
§§ 54B-250 through 54B-260. Reserved for future codification purposes.
Article 13 - Savings and Loan Holding Companies.
§ 54B-261. Savings and loan holding companies.
§ 54B-262. Supervision of savings and loan holding companies.
§ 54B-263. Reserved for future codification purposes.
§ 54B-264. Reserved for future codification purposes.
Article 14 - Savings and Loan Interstate Branches.
§ 54B-267. Establishment of branches by out-of-state associations.
§ 54B-269. Conditions for approval.
§ 54B-272. Establishment of out-of-state branches by state associations.
§ 54B-273. Regulatory and supervisory oversight.
§ 54B-277. Appeal of Commissioner of Banks' decision.


Chapter 27. Foundations and Other Collegial Bodies.
Article 1. Virginia Arts Foundation.
Article 2. Virginia War Memorial Foundation.
Repealed by Acts 2012, cc. 803 and 835, cl. 112.
Article 5. Debt Capacity Advisory Committee.
§ 2.2-2713. Powers and duties of the Committee.
3. Conduct ongoing reviews of the amount and condition of bonds, notes, and other security obligations of the Commonwealth's agencies, institutions, boards, and authorities not secured by the full faith and credit of the Commonwealth or for which the General Assembly is not permitted to replenish reserve funds, and when appropriate, shall recommend limits on such additional obligations to the Governor and to the General Assembly.
1994, c. 43, § 2.1-304.3; 1997, c. 187; 2001, c. 844.
Article 6. Veterans Services Foundation.
§ 2.2-2715. Veterans Services Foundation; purpose; report; membership; terms; compensation; staff.
A. The Veterans Services Foundation (the Foundation) is established as an independent body politic and corporate agency of the Commonwealth supporting the interests of veterans and their families and contributors through the Secretary of Veterans and Defense Affairs and the programs and services of the Department of Veterans Services. The Foundation shall be governed and administered by a board of trustees. The membership of the Foundation shall be composed of the board of trustees, supporting staff, donors, volunteers, and other interested parties.
B. The Foundation shall (i) administer the Veterans Services Fund (the Fund), (ii) provide funding for veterans services and programs in the Commonwealth through the Fund, and (iii) accept and raise revenue from all sources, including private source fundraising, to support the Fund. The Foundation shall submit a quarterly report to the Commissioner of Veterans Services on the Foundation's funding levels and services and an annual report to the Secretary of Veterans and Defense Affairs and the General Assembly on or before November 30 of each year. The quarterly report shall be submitted electronically. The annual report to the General Assembly shall be submitted for publication as a report document as provided in the procedures of the Division of Legislative Automated Systems for the processing of legislative documents and reports and shall be posted on the General Assembly's website.
C. The board of trustees of the Foundation shall consist of the Secretary of Veterans and Defense Affairs and the Chairmen of the Board of Veterans Services and the Joint Leadership Council of Veterans Service Organizations or their designees, who shall serve as ex officio voting trustees, and 16 trustees to be appointed as follows: eight nonlegislative citizens appointed by the Governor; five nonlegislative citizens appointed by the Speaker of the House of Delegates; and three nonlegislative citizens appointed by the Senate Committee on Rules. A majority of the appointed trustees shall be active or retired chairmen, chief executive officers, or chief financial officers for large private corporations or nonprofit organizations or individuals who have extensive fundraising experience in the private sector. Trustees appointed shall, insofar as possible, be veterans. Each appointing authority shall endeavor to ensure a balanced representation among the officer and enlisted ranks of the armed services and geographical representation on the board of trustees to facilitate fundraising efforts across the state.
Trustees shall be appointed for a term of four years. Appointments to fill vacancies, other than by expiration of a term, shall be for the unexpired terms. All trustees may be reappointed. However, no trustee shall serve more than two consecutive four-year terms. The remainder of any term to which a trustee is appointed to fill a vacancy shall not constitute a term in determining the trustee's eligibility for reappointment. Vacancies shall be filled in the same manner as the original appointments. Any trustee may be removed at the pleasure of the appointing authority.
D. Trustees shall be reimbursed for their actual expenses incurred while attending meetings of the trustees or performing other duties. However, such reimbursement shall not exceed the per diem rate established for members of the General Assembly pursuant to § 30-19.12.
E. The Department of Veterans Services shall provide the Foundation with administrative and staff support and other services.
F. The trustees shall adopt bylaws governing their organization and procedures and may amend the same. The trustees shall elect from their number a chairman and such other officers as their bylaws may provide. Ex officio trustees shall not be eligible to serve as chairman. The trustees shall meet four times a year at such times as they deem appropriate or on call of the chairman. A majority of the voting trustees of the board of trustees shall constitute a quorum.
G. The Department of Veterans Services shall provide qualified finance and development personnel to perform the duties of the treasurer and secretary of the Foundation in accordance with the Foundation's directives.
2003, cc. 657, 670; 2004, c. 697; 2006, c. 150; 2008, cc. 467, 486, 768, 872; 2009, c. 368; 2010, c. 64; 2011, cc. 780, 795, 858; 2014, cc. 115, 490; 2015, c. 137; 2016, c. 321; 2017, cc. 505, 622.
A. The Board may hire an Executive Director of the Foundation, who shall serve at the pleasure of the Board, to direct the day-to-day operations and activities of the Foundation and carry out the powers and duties conferred upon him by the trustees. The Executive Director shall also exercise and perform such other powers and duties as may be lawfully delegated to him and such powers and duties as may be conferred or imposed upon him by law.
B. The Executive Director may employ or retain such agents or employees subordinate to him as necessary to fulfill the duties of the Foundation as conferred upon the Executive Director. Employees of the Foundation, including the Executive Director, shall be eligible for membership in the Virginia Retirement System and participation in all of the health and related insurance and other benefits, including premium conversion and flexible benefits, available to state employees as provided by law.
C. Notwithstanding any law or policy to the contrary, the Board shall exercise personnel authority over the Executive Director and other employees of the Board.
§ 2.2-2717. Form of accounts and records; audit.
The accounts and records of the Foundation showing the receipt and disbursement of funds from whatever source derived shall be established by the Auditor of Public Accounts in a manner similar to other organizations. The Auditor of Public Accounts or his legally authorized representative shall audit the accounts of the Foundation as determined necessary by the Auditor of Public Accounts, and the cost of such audit services shall be borne by the Foundation.
2003, cc. 657, 670; 2018, cc. 57, 307.
§ 2.2-2718. Veterans Services Fund.
A. There is created the Veterans Services Fund, a special nonreverting trust fund on the books of the Comptroller, to be administered by the Foundation.
B. The Fund shall include such funds as may be appropriated by the General Assembly, revenues transferred to the Fund from other state programs established for the Fund's benefit, and designated gifts, contributions, and bequests of money, securities, or other property of whatsoever character.
C. The Fund shall be used solely for the purposes of carrying out the applicable provisions of this article. The unrestricted portion of the Fund may be used for Foundation expenses, subject to approval by the board of trustees. Allocations and expenditures of donated restricted funds shall be in accordance with the provisions of the Uniform Prudent Management of Institutional Funds Act (§ 64.2-1100 et seq.). Expenditures and disbursements from the Fund shall be made by the State Treasurer on warrants issued by the Comptroller upon written authorization of the Executive Director with the approval of the board of trustees.
D. All money, securities, or other property designated for the Fund and any interest or income therefrom shall remain in the Fund and shall not revert to the general fund.
2003, cc. 657, 670; 2010, c. 369; 2017, cc. 505, 622.
§ 2.2-2719. Gifts and bequests; exemption from taxation.
Gifts and bequests of money, securities, or other property to the Fund, and the interest or income therefrom, shall be deemed gifts to the Commonwealth, and the Fund shall be exempt from all state and local taxes. Unless otherwise restricted by the terms of the gift or bequest, the Foundation may sell, exchange, or otherwise dispose of such gifts and bequests. The proceeds from such transactions shall be deposited to the credit of the Fund. The Foundation may actively solicit private donations for the Fund.
Article 7. The Center for Rural Virginia.
§ 2.2-2721. Center for Rural Virginia Board of Trustees established; membership; terms; vacancies; chairman, vice-chairman, secretary, and other officers as necessary; quorum; meetings.
A. The Center shall be governed by a board of trustees consisting of 21 members that include six legislative members, 12 nonlegislative citizen members, and three ex officio members to be appointed as follows: four members of the House of Delegates, to be appointed by the Speaker of the House of Delegates in accordance with the principles of proportional representation contained in the Rules of the House of Delegates; two members of the Senate, to be appointed by the Senate Committee on Rules; six nonlegislative citizen members to be appointed by the Speaker of the House of Delegates; four nonlegislative citizen members to be appointed by the Senate Committee on Rules; and two nonlegislative citizen members to be appointed by the Governor, subject to confirmation by the General Assembly. The Lieutenant Governor, or his designee, the Secretary of Commerce and Trade, or his designee, and the Secretary of Agriculture and Forestry, or his designee, shall serve ex officio with voting privileges. Nonlegislative citizen members of the Board shall be citizens of the Commonwealth of Virginia.
B. Legislative members and ex officio members shall serve terms coincident with their terms of office. Initial appointments of nonlegislative citizen members shall be staggered as follows: four members for a term of three years appointed by the Speaker of the House of Delegates; two members for a term of two years appointed by the Senate Committee on Rules; and one member for a term of two years appointed by the Governor. Thereafter, nonlegislative citizen members appointed by the Speaker of the House of Delegates or the Senate Committee on Rules shall be appointed for a term of two years, and nonlegislative citizen members appointed by the Governor shall be appointed for a term of four years. Appointments to fill vacancies, other than by expiration of a term, shall be for the unexpired terms. All members may be reappointed. However, no nonlegislative citizen member appointed by the Speaker of the House of Delegates or the Senate Committee on Rules shall serve more than four consecutive two-year terms, and no nonlegislative citizen member appointed by the Governor shall serve more than two consecutive four-year terms. The remainder of any term to which a member is appointed to fill a vacancy shall not constitute a term in determining the member's eligibility for reappointment. Vacancies shall be filled in the same manner as the original appointments.
C. The Board of Trustees shall elect a chairman, vice-chairman, secretary, and such other officers as may be necessary from among its membership. A majority of the members shall constitute a quorum. The meetings of the Board shall be held at the call of the chairman or whenever the majority of the members so request.
2004, cc. 938, 964; 2010, cc. 259, 628; 2014, cc. 392, 445.
Legislative members of the Board shall receive such compensation as provided in § 30-19.12, and nonlegislative citizen members shall receive such compensation for the performance of their duties as provided in § 2.2-2813. All members shall be reimbursed for reasonable and necessary expenses incurred in the performance of their duties as provided in §§ 2.2-2813 and 2.2-2825. Funding for the costs of compensation and expenses of the members shall be provided from such funds as may be available to the Center.
§ 2.2-2723. Powers and duties of the Board of Trustees and the Center.
11. Perform any lawful acts necessary or appropriate to carry out the purposes of this article.
11. Perform such other acts as may be necessary to accomplish the objectives of this article.
2004, cc. 938, 964; 2005, c. 703; 2010, cc. 797, 833.
The Board shall employ an executive director and such other persons as it deems necessary to assist it in performing its duties as set forth in this article, and, at its pleasure, remove such employees. The Board shall determine the duties of all staff and fix the salaries and compensation of such persons within the amounts allocated therefor from such funds as may be available to the Board.
Article 8. Martin Luther King, Jr Living History and Public Policy Center.
Article 10. Southwest Virginia Cultural Heritage Foundation.
§ 2.2-2736. Powers and duties of the Foundation.
13. Submit to the Governor and the General Assembly no later than the first day of each regular session of the General Assembly an annual report for publication as a report document in accordance with the procedures established by the Division of Legislative Automated Systems for legislative documents and reports.
B. The Foundation may establish nonprofit, nonstock corporations under Chapter 10 (§ 13.1-801 et seq.) of Title 13.1 as public instrumentalities exercising public and essential governmental functions to assist the Foundation in (i) encouraging the economic development of Southwest Virginia through the expansion of cultural and natural heritage ventures and initiatives related to tourism and other asset-based enterprises, including the Southwest Virginia Artisan Center, The Crooked Road, 'Round the Mountain, and related cultural and natural heritage organizations and venues that promote entrepreneurial and employment opportunities and (ii) conducting other activities useful in carrying out the provisions of this article.
The board of directors of any such corporation shall be composed of the chairman of the Foundation and eight persons appointed by the Foundation. The terms of the members of any corporation established shall be four years.
The Foundation shall require any such corporation to report to it at least annually on its activities.
The Department of Housing and Community Development shall provide additional staff support to the Foundation. All agencies of the Commonwealth shall provide assistance to the Foundation, upon request.
Article 11. Virginia International Trade Corporation.
§ 2.2-2738. Virginia International Trade Corporation; purpose; membership; meetings.
A. The Virginia International Trade Corporation (the Corporation) is established in the executive branch of state government. The purpose of the Corporation shall be to promote international trade in the Commonwealth.
B. The Corporation shall be governed by a board of directors (the Board) composed of 17 members as follows: the Secretaries of Agriculture and Forestry, Commerce and Trade, Finance, Technology, and Transportation, or their designees, serving ex officio with voting privileges, and 12 nonlegislative citizen members appointed by the Governor, subject to confirmation by the General Assembly. The members appointed by the Governor shall have experience as senior management personnel or leaders in the areas of agriculture, finance, development, international business, manufacturing, and trade with at least two having background and experience specific to agriculture. Ex officio members of the Board shall serve terms coincident with their terms of office. Appointments to fill vacancies, other than by expiration of a term, shall be for the unexpired terms. After the initial staggering of terms, nonlegislative citizen members shall be appointed for a term of six years. Nonlegislative citizen members shall be citizens of the Commonwealth.
C. The Board shall elect a chairman and a vice-chairman from among its members. The Secretaries of Agriculture and Forestry, Commerce and Trade, Finance, Technology, and Transportation shall not be eligible to serve as chairman or vice-chairman.
D. The Board shall meet at least four times annually and more often if deemed necessary or advisable by the chairman.
E. Members of the Board shall receive no compensation for their services but shall be reimbursed for all reasonable and necessary expenses incurred in the performance of their duties as provided in §§ 2.2-2813 and 2.2-2825.
§ 2.2-2739. Appointment of Chief Executive Officer.
The Governor, in consultation with the Board, shall appoint a Chief Executive Officer of the Corporation. The Chief Executive Officer shall perform the duties and exercise the functions the Corporation assigns to him. He shall receive a salary for his services to be paid by the Corporation subject to the approval of the Governor. The Chief Executive Officer shall employ or retain such agents or employees subordinate to him as may be necessary to fulfill the duties of the Corporation as conferred upon the Chief Executive Officer. Employees of the Corporation, including the Chief Executive Officer, shall be eligible for membership in the Virginia Retirement System and participation in all of the health and related insurance and other benefits, including premium conversion and flexible benefits, available to state employees as provided by law.
§ 2.2-2741. Grants from the Commonwealth.
The Commonwealth may make grants of money or property to the Corporation for the purpose of enabling it to carry out its purposes and for the exercise of its duties. This section shall not be construed to limit any other power the Commonwealth may have to make grants to the Corporation.
§ 2.2-2742. Exemption from taxation.
The Corporation shall be performing an essential governmental function in the exercise of the powers conferred upon it by this article. Accordingly, the Corporation shall not be required to pay any taxes or assessments upon any project or any property or upon any operations of the Corporation or the income therefrom. Agents, lessees, sublessees, or users of tangible personal property owned by or leased to the Corporation also shall not be required to pay any sales or use tax upon such property or the revenue derived therefrom.
§ 2.2-2743. Exemptions from personnel and procurement procedures.
The provisions of the Virginia Public Procurement Act (§ 2.2-4300 et seq.) and the Virginia Personnel Act (§ 2.2-2900 et seq.) shall not apply to the Corporation.