HOUSE BILL NO. 126
AS AMENDED BY HOUSE AMENDMENT NO. 1
AN ACT TO AMEND TITLE 5 OF THE DELAWARE CODE BY PROVIDING FOR THE ORGANIZATION AND OPERATION OF LIMITED PURPOSE STATE CHARTERED BANKS TO BE KNOWN AS CONSUMER CREDIT BANKS.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-thirds of all members elected to each House thereof concurring therein):
Section 1. This Act may be referred to as the "Consumer Credit Bank Act".
Section 2. Amend Section 701 of Title 5 of this Code by inserting before the first sentence of such section, the words "Except as specifically provided by Chapter 10 of this Title,";
Section 3. Amend Title 5 of the Delaware Code by adding a new Chapter 10 providing as follows:
"CHAPTER 10. CONSUMER CREDIT BANKS
Subchapter I. General Provisions
For the purpose of this chapter only, unless otherwise specifically defined or unless another intention clearly appears or unless' the context requires a different meanings
(a) 'Affiliated Bank' means, in any instance in which the incorporator of a consumer credit bank is a bank, that bank, and, in any instance in which the incorporator of a consumer credit bank is a bank holding company as defined under the Federal Bank Holding Company Act of 1956, the principal banking subsidiary of such bank holding company.
(b) 'Consumer Credit Portfolio' means as of any point in time the total dollar amount of credit outstanding as of such date on the books and records of the bank In question that has been extended pursuant to a revolving credit plan, as defined in Section 941 of this title, or a closed end credit plan, as defined in Section 962 of this Title for personal, family or household purposes, not including interest or other charges which are accrued but unpaid, and less any reserve for bad debts consistent with generally accepted accounting practices.
(c) 'Qualifying Association' means an association, corporation, partnership or other entity which at all times maintains an office in this State at which it employs at least two hundred fifty (250) persons and which, pursuant to contract or otherwise, offers at least the following services directly or indirectly to banks or other financial institutions: the distribution as agent for a bank or other financial institution of credit cards or other devices designed and effective to access a prearranged revolving credit plan account with such bank or financial institution, the preparation of periodic statements of amounts due under such accounts, the receipt from credit card holders of amounts paid on or with respect to such accounts and the maintenance of financial records reflecting the status of such accounts from time to time. A banking corporation organized under Chapter 7 of this title, under special act of the General Assembly, or under the National Bank Act, if it is located in this State, as defined in Section 802 of this Title and if it meets the qualifications of this subsection, shall be deemed a qualifying association; a consumer credit bank shall in no event be deemed a qualifying association.
Notwithstanding the foregoing, any organization that would be a qualifying association but for its failure to employ 250 persons in this State, shall nevertheless be deemed a qualifying association for a period of three years following its initial establishment of a business office in this State unless the Bank Commissioner determines at any time that there is no reasonable prospect that it will employ 100 persons within one year of the date it first opens a business office in this State or that it will employ 250 persons within three years of such date.
(d) 'Qualifying Corporation' means a consumer credit bank when and for so long as that corporation has executed (or in the case of a newly organized consumer credit bank is legally bound to execute on or before Its opening for business) a contract with a qualifying association, as defined in this Section, providing for the current rendering by such qualifying association of services of the kind stated in subsection (c) of this Section, or when and for so long as that corporation, through its membership in or ownership interest in a qualifying association otherwise has arranged for the current rendering of such services by such qualifying association.
(e) 'Consumer credit bank' means a corporation organized under this chapter. §1002. Applicability of Other Laws
A corporation formed under and pursuant to this chapter shall be known as a Consumer Credit Bank, shall be subject to regulation by the State Bank Commissioner to the same extent as a bank organized under Chapter 7 of this Title, and shall be deemed and held to be subject to the provisions of Title 5 of this Code, and of any other general statute of this state making provision for the regulation of banks, where any of the foregoing are not inconsistent with the express provisions of this Chapter.
Every corporation created under and pursuant to the provisions of this chapter, and every corporation whose charter or certificate of incorporation is amended under the provisions of this chapter shall be subject to the same taxation which shall be fixed by the laws of this state for banks and trust companies.
§1004. Reserve Power of State to Amend or Repeal this Chapter
This chapter may be amended or repealed at the pleasure of the General Assembly, but such amendment or repeal shall not take away or repeal any remedy against any corporation established under this Chapter, or Its officers, for any liability which shall have been previously incurred. This chapter and all amendments thereof shall be part of the charter or certificate of incorporation of every corporation formed under this chapter.
§1005. Corporate Name
Each corporation formed under this chapter shall use the word 'bank' in its title or name and no corporation formed under this chapter shall use the words 'savings' or 'trust' In its title or name.
Subchapter II. Formation Of A Consumer Credit Bank §1010. Formation of Consumer Credit Banks by banks and bank holding companies
Any corporation chartered as a bank under the Laws of the United States, any State of the United States, or the District of Columbia, or any bank holding company as defined in the Federal Bank Holding Company Act of 1956 may upon the execution of written articles of association and upon compliance with the provisions of this chapter, form a corporation, with the powers conferred by this chapter. All shares of voting stock of a corporation organized under this chapter shall be owned by a single bank chartered under the laws of the United States, any State of the United States or the District of Columbia, or by a single corporation qualifying as a bank holding company under the Federal Bank Holding Company Act of 1956. As used in this Section the term 'bank' means a corporation chartered as a bank under the laws of the United States, any State of the United States or the District of Columbia that is empowered by law to and does in the regular course of its business receive deposits of money payable on demand and makes commercial loans.
§1011. Articles of association; contents and execution
(a) The articles of association of a consumer credit bank shall be executed by an officer of the incorporator, shall be acknowledged and shall set forth the intention of forming a corporation under this chapter, and shall specifically state:
(1) The name by which the corporation shall be known;
(2) The purpose for which It is formed;
(3) The city or town where its single place of business in this State open to the public will be located;
(4) The amount of its capital stock, and the number of shares into which it is to be divided;
(5) The number of its directors, which shall not be less than 5;
(6) Whether or not the corporation is to have perpetual existence, and if not the time when its existence is to cease;
(7) Whether the private property of the stockholder shall be subject to the payment of corporate debts, and if so, to what extent.
(b) The articles of association may also contain other provisions defining, limiting and regulating the powers of the corporation, the powers and duties of the directors, and the powers of
the stockholder, if such provisions are consonant with the object, purpose and provisions of this chapter and are not in conflict with the provisions of this Code or any other general statute of this State relating to banks.
§1012. Notice of intention to incorporate; publication
Notice of the intention of the incorporator to form a consumer credit bank shall be given to the State Bank Commissioner, and a notice in such form as the Commissioner shall approve shall be published at least once a week, for 3 successive weeks, in one or more newspapers designated by the Commissioner, at least one of which newspapers shall be published in the county where it is proposed to establish the office of the consumer credit bank. The published notice shall specify the name of the bank or bank holding company organizing the consumer credit bank, the name of the proposed corporation, the city or the town where it is to be located, and the amount of its capital stock.
§1013. Application for a certificate of public convenience and advantage
Within 60 days after the third publication of the notice of intention to incorporate but not before the expiration of 30 days from the date of the third publication, the incorporator shall apply to the State Bank Commissioner for a certificate that public convenience and advantage will be promoted by the establishment of the consumer credit bank.
§1014. Determination of public convenience
Upon the application for a certificate that public convenience and advantage will be promoted by the establishment of the consumer credit bank, the State Bank Commissioner shall consider and determine whether public convenience and advantage would be promoted by the establishment of the consumer credit bank, and whether the terms and provisions of the articles of association and the proposed bank's location and plan of operation are in compliance with this chapter and shall issue or refuse to issue a certificate in accordance with such determination. In making such determination the State Bank Commissioner shall consider, in addition to such other matters as he may deem relevant, the experience of the incorporator or its banking subsidiary as the case may be in the consumer credit business, its experience with respect to the acceptance and administration of time deposits, the quality of its management and its past financial performance. If the Commissioner refuses to issue a certificate, no further proceedings shall be had, but the application may be renewed after 1 year from the date of the refusal. If the Commissioner Issues the certificate, the incorporator shall hold the first meeting and follow the procedure prescribed by §1015 of this title.
§1015. Organization meeting; notice; proceedings
At the organization meeting or at any adjournment thereof, the incorporator shall appoint ft temporary secretary, adopt bylaws and elect in such manner as the bylaws may determine, directors, a president, a secretary, and such other officers as the bylaws may prescribe. All the officers so elected shall be sworn to the faithful performance of their duties. The temporary secretary shall make and attest a record of the proceedings until the secretary has been chosen and sworn, including a record of such choice and qualification.
§1016. Articles of organization
The president and a majority of the directors elected at the organization meeting shall make, sign and make oath to, a certificate (hereinafter called 'articles of organization') setting forth: A true copy of the articles of association; the name of the subscriber thereto; the name, residence and post-office address of each of the officers of the corporation; and the date of the first meeting and the successive adjournments thereof, if any.
§1017. Approval of articles of organization
The articles of organization, together with the records of the proposed corporation, shall be submitted to the State Bank Commissioner. The Commissioner shall examine the same, and may require such amendment thereof or such additional information as he may consider proper or necessary. If the Commissioner finds that the provisions of law have been complied with, the Commissioner shall endorse his approval upon the articles of organization.
§1018. Filing of articles of organization
The articles of organization with the endorsement of the State Bank Commissioner shall, within 30 days after the date of the endorsement, be filed In the office of the Secretary of State.
§1019. Certificate of incorporation; issuance, form, recording and evidence
(a) Upon the filing of the articles of organization as required by $1018 of this title, the Secretary of State shall issue a certificate of incorporation in the following form:
STATE OF DELAWARE
Be it known that whereas (the name of the incorporator) his executed articles of association with the intention of forming, pursuant to the provisions of Chapter 10 of Title 5 of the Delaware Code, a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the articles of association), with a capital stock of (the amount fixed in the articles of association), and having its sole place of business in the State of Delaware in (the city or town where its place of business will be located) and have complied with the statutes of this State in such case made and provided, as appears from the articles of organization of the corporation, duly approved by the State Bank Commissioner and on file in this office, now therefore, I (the name of the Secretary of State), Secretary of the State of Delaware, do hereby certify that (the name of the incorporator), its associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions which by law appertain thereto.
Witness my official signature hereunto subscribed, and the great Seal of the State of Delaware hereunto affixed, this day of in the year (the date of the filing of the articles of organimitTOTri
(b) The Secretary of State shall sign the certificate of incorporation and cause the Great Seal of the State to be thereto affixed and shall deliver the same to the corporation together with a certified copy of the articles of organization and the endorsement of the State Bank Commissioner thereon, upon payment of the costs and charges therefor. A certified copy of the certificate shall be kept on file In the office of the Secretary of State with the articles of organization, and the certificate together with the articles of organization and endorsement thereon of the State Bank Commissioner shall be recorded in the office of the Recorder of Deeds for the county in which the place of business of the corporation is to be located.
(c) The certificate or a copy thereof duly certified by the Secretary of State, together with a certified copy of the articles of organization and the endorsement thereon of the State Bank Commissioner, accompanied with the certificate of the Recorder of Deeds for the county wherein the same is recorded under his hand and seal of his office, stating that the certificate and articles of organization have been recorded in the Office of the Recorder, or a copy of the record duly certified by the recorder, shall be evidence in all courts of this State.
S1020. Commencement of corporate existence
Upon the issuance of the certificate of Incorporation by the Secretary of State and the recording of the certificate and articles of organization as provided in 51019 of this title, the person named in the certificate, its successors and assigns shall from the date of the certificate be and constitute a body corporate, for the purposes and by the name set forth in the certificate, subject to dissolution or the revocation or forfeiture of the franchise under the provisions of this chapter or under the provisions of this Code or any other statute of this State relating to the dissolution of or to the revocation or forfeiture of the charter or franchise of banks or trust companies; but the corporation shall not have the right to do any business until it has secured from the State Bank Commissioner of this State the certificate provided for in §1021 of this title.
§1021. Commencement of business; certificate authorizing
A certified copy of the certificate of incorporation and of the articles of organization and the endorsement of the approval of the State Bank Commissioner shall be filed with the State Bank Commissioner; and when the whole capital stock has been issued, the president and the cashier or treasurer of the corporation shall certify the name of and address of the stockholder and the number of shares owned by it. Upon receipt of such certification the Commissioner shall cause an examination to be made of the method of payment of the capital stock and if, after such examination, it appears that the whole capital stock stated in the articles of association has been paid in cash, and that all requirements of this Code and any other applicable law have been complied with, the Commissioner shall issue a certificate authorizing the corporation to begin the transaction of business. No corporation shall begin the transaction of business until a certificate has been granted authorizing it to do so.
§1022. Revocation of charter for failure to commence business within 6 months
Every corporation created under this chapter shall within 6 months from the date of its incorporation be actively engaged in the business for which it was created or its certificate of incorporation and corporate franchise shall be deemed and held to be revoked.
§1023. Fees of Secretary of State and Commissioner
The following fees shall be collected by and paid to the Secretary of State, for the use of the State: For making and issuing the certificate of incorporation, $10; for making the certified copy of the articles of association, $10; for making the certified copy of the certificate of incorporation to be kept on file in the office of the Secretary of State and for filing and indexing the same and the articles of association in said office, $5; for supplying any additional certified copy of the certificate of incorporation or articles of association requested by the corporation, $5.
Before issuing the certificate authorizing the corporation to begin the transaction of business, the State Bank Commissioner shall collect from the corporation, for the use of the State, the sum of $5,000. In addition, the applicant shall pay an investigation fee of $1,000 which shall not be refundable and shall be submitted with the application.
Subchapter M. Conduct of internal Corporate Affairs
§1030. BylawsLadoption, amendment and repeal
A corporation established under this chapter may adopt bylaws for the proper management of its affairs, and may establish regulations controlling the assignment and transfer of its shares. The first set of bylaws shall be adopted at the organization meeting, as provided in 51015 of this title, but thereafter the power to make, alter or repeal bylaws shall be in the stockholders, provided that any corporation may, in the articles of association, confer that power upon the directors.
§1031. Directors; number, quorum, term, vacancies and oath
(a) The business of every corporation organized under the provisions of this chapter shall be managed by a board of directors. The number of directors which shall constitute the whole board shall be such as may be specified in the articles of association, but in no case shall the number be less than 5. The bylaws shall prescribe how many directors shall constitute a quorum for the transaction of business.
(b) The directors elected at the organization meeting, as provided in 51015 of this title, shall hold office until the succeeding annual meeting of the stockholders and until their successors have been duly chosen and qualified, and thereafter directors shall be elected at the annual meeting of the stockholders or at an adjournment of the annual meeting. Vacancies in the board of directors shall be filled by a majority of the remaining directors, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualified.
(a) Every director shall be sworn to the faithful performance of his duties.
§1032. Stockholders' meetings; time, place, and adjournment
(a) Meetings of stockholders (except the meeting of incorporators referred to in §1015 of this title)shall be held at such place either within or without this State as may be designated by or in the manner provided in the bylaws or if not so designated at the office of the corporation in this State. The bylaws shall fix the time of the annual meeting and may provide for special or called meetings of stockholders.
(b) Any meeting of the stockholders may be adjourned and at such adjourned meeting, any business may be transacted that could have been acted on at the meeting which was adjourned.
§1033. Voting rights of stockholders
Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock held by such stockholder on all issues on which such stockholder is entitled to vote. No stock shall be voted which shall have been transferred on the books of the corporation within 20 days next preceding the stockholders' meeting.
51034. Minimum capital stock and surplus
(a) Except as provided in subsection (b) of this Section every consumer credit bank shall have at the time of commencement of business in this State, a minimum capital stock and paid-in surplus of not less than $10,000,000 and shall have within one (1) year of the date of its commencement of banking business in this State a minimum capital stock and paid-in surplus of not less than $25,000,000.
(b) Notwithstanding the provisions of subsection (a) of this section, any corporation formed under this Chapter that is a qualifying corporation as defined in this Chapter shall, so long as it continues us such, have a minimum capital stock and paid-in surplus account meeting the requisites of this subsection, to wit:
(I) By the first anniversary of the date upon which a qualifying corporation is granted a certificate to transact business under 51021 of this chapter, such qualifying corporation shall have a minimum capital stock and surplus account not less than the capital stock and surplus
account of its affiliated bank as of the financial quarter closing date immediately preceding such anniversary date multiplied by a fraction the numerator of which is the principal amount of that portion of such affiliated bank's consumer credit portfolio as has been sold or otherwise conveyed to such qualifying corporation on or prior to such anniversary date and the denominator of which is the total assets of such affiliated bank on such anniversary date. Thereafter the capital stock and surplus account of such qualifying corporation shall not be less than such amount notwithstanding the provisions of subsection (2) of this section.
(2) Upon each subsequent anniversary of the date upon which a qualifying corporation is granted a certificate to transact business, such qualifying corporation shall have a minimum capital stock and surplus account not less than the capital stock and surplus account of its affiliated bank, as of financial quarter closing date immediately preceding such anniversary date, multiplied by a fraction the numerator of which is the amount of the consumer credit portfolio of such qualifying corporation and the denominator of which is the total assets of its affiliated bank both of which to be as of financial quarter closing date immediately preceding such anniversary date.
(3) Notwithstanding any other provision of this section, the minimum capital stock and surplus account required by this section with respect to a qualifying corporation shall never exceed 25 million dollars.
(c) For the purpose of issuing a certificate to transact business under Section 1021 of this chapter the minimum capital stock and surplus of any qualifying corporation shall be the amount of capital stock stated in the articles of association of such corporation but not less than $50,000.
(d) Nothing in this section shall be deemed to limit or curtail the powers of the State Hank Commissioner as provided in Sections 133-135 of this Title.
§1035. Par value of stock; payment for and Issuance; Increase and reduction
The capital stock shall be divided into shares of the par value of not more than $100 nor less than $5 each. No business shall be transacted by the corporation until the whole amount of its capital stock is subscribed for and actually paid in, in cash. No stock shall be issued by any corporation until the par value thereof shall be fully paid in in cash. Any corporation may, subject to the approval of the State Bank Commissioner, increase or reduce Its capital stock in the manner hereinafter provided. In the case of a reduction, the capital stock shall not be reduced to less than the amount required by 51034 of this title.
§1036. Stockholders' liability
The private property of the stockholders shall not be subject to the payment of the corporate debts unless expressly otherwise provided in the Articles of Association.
The directors of a consumer credit bank may declare dividends on common or preferred stock of so much of the net profits of the corporation as they shall Judge expedient; but the corporation shall, before the declaration of a dividend from the net profits, carry 50% of its net profits of the preceding period for which the dividend is paid to Its surplus fund until the same shall amount to 50% of its capital stock; and thereafter shall carry 25% of its net profits of the preceding period for which the dividend Is paid to its surplus fund until the same shall amount to 100% of Its capital stock.
§1038. Amendment of charter
(a) Consumer credit banks created by or under this Code shall hereafter amend their charters or certificates of incorporation by and under the provisions of this section.
(b) Any consumer credit bank created under this chapter may, from time to time, when and as desired, amend Its charter or certificate of incorporation by addition to its corporate powers and purposes, or diminution thereof, or both (provided such additional corporate power or purpose be such as is authorized or contemplated under any of the provisions of this chapter); or by increasing or decreasing its authorized
capital stock (provided that such increase or decrease be expressly approved by the State Bank commissioner, and provided also that the capital stock shall not be reduced below the amount prescribed by $1034 of this title as capital stock for a corporation organized under this chapter); by changing the number or par value of its shares of stock, provided, that the par value of the stock shall not be more than $100 nor less than $5 a share; or by changing its corporate title (provided that the words 'savings' or 'trust' shall not be used In the amended title); and by increasing or decreasing Its number of directors (provided that in no case shall the whole number of directors be less than 5). Any or all such changes or alterations may be effected by one certificate of amendment. No amendment shall contain a provision which would not have been lawful and proper to insert in an original certificate of Incorporation granted or Issued under this chapter.
(c) The procedure for amendment and the manner of making and effecting the same shall be as prescribed in Chapter I of Title 8 for the amendment of the certificate of incorporation of a corporation having a capital stock. No certificate of amendment shall be received or filed by the Secretary of State or be deemed or held to be effective unless and until the proposed certificate of amendment shall have been submitted to the State Bank Commissioner and shall have been approved both in substance and in form by said Commissioner.
§1039. Merger and consolidation
Subject to the provisions of 51040 of this title, any two or more corporations created under this chapter may merge or consolidate into a single corporation which shall be any one of the merging or consolidating consumer credit banks. The procedure for the merger or consolidation of such corporations and the legal effect of any such merger or consolidation and the manner of making and effecting the same shall be as prescribed in Chapter 1 of Title 8 for the merger or consolidation of two or more corporations organized under the provisions of that chapter. No agreement of merger or consolidation of corporations created under this chapter shall be received or filed by the Secretary of State or be deemed or held to be effective unless and until the proposed agreement of merger or consolidation shall have been submitted to the State Bank Commissioner and shall have been approved both in substance and in form by the State Bank Commissioner.
§1040. Acquisition of assets and assumption of liabilities upon consolidation or merger;
Commissioner's appro yak ti tie to property
(a) No corporation organized under this chapter, shall merge or consolidate with any other such corporation or take over any substantial portion of the assets of and/or assume the liabilities, in whole or in part, of any such corporation (whether said other corporation is then doing business or has ceased to do business or has surrendered its charter or has dissolved) unless and until such action shall be approved by the State Bank Commissioner.
(b) The Commissioner may require that he be furnished with such information as to the assets and liabilities and as to the condition of the consumer credit banks concerned as he deems necessary or proper to determine whether to give or withhold his approval.
The State Bank Commissioner shall refuse his approval whenever in his opinion the transaction will weaken or tend to weaken any corporation concerned.
(c) No title to any proper shall pass where the transaction is in violation of the provisions of this section.
Subchapter IV. Powers, Conditions and Prohibitions
§1051. Powers and limitations of consumer credit banks
(a) Any corporation formed under this chapter may engage only in the business of accepting deposits of money, as described in this section, and in making loans or entending credit to natural persons, as described in this section. in engaging in such business, such corporations may exercise only the powers described below and such incidental powers as may be necessary or proper to the conduct of such business;
(I) To sue and be sued, complain and defend in any court of law or equity;
(2) To make, hold, purchase, mortgage or lease such real or personal property as is necessary for the conduct of its business;
(3) To borrow money or accept deposits of money provided such deposits bear a maturity date no less than thirty days beyond the date of such deposit and are in an amount not less than one hundred thousand dollars;
(4) To make loans or extend credit to any natural person or persons, the proceeds of which are used primarily for personal, family, or household purposes, and to take security Interests of any kind in property of any type to secure such loans or credits, provided, however, that a loan or credit account in the name of not more than two natural persons shall be deemed to be primarily for personal, family or household purposes;
(5) To create and, except for directors qualifying shares, to own all of the capital stock of one or more subsidiary corporations that engage only in activities permitted by this chapter, provided that no subsidiary corporation of a corporation organized under this chapter may accept deposits.
(b) No consumer credit bank shall possess or exercise any power;
(1) To act as fiduciary of any sort including, but not limited to, an executor, administrator, guardian, conservator, trustee by will or other instrument, receiver, or attorney-in-fact;
(2) To make loans or extend credits to any corporation or to any natural person or persons when the proceeds of such loan or credit is to be used for business purposes of such individuals, provided, however, that a loan or credit account in the name of not more than two natural persons shall be deemed to be primarily for persciial, family or household purposes;
(3) To accept deposits that may be withdrawn on demand;
(4) To do any business prohibited by Section 767 of this title or any business not authorized by subparagraph (a) of this section.
§1052. Office in this State
Every consumer credit bank shall have a single banking office in this State open to the public for the transaction of banking business. At such office the corporation shall maintain such records and books of account as the Bank Commissioner may by regulation require and shall employ such persons as it may require to review and act upon applications for extensions of credit permitted by Section 1051 of this Chapter.
§1053. Business practices
Every corporation organized under this chapter shall be operated in a manner and at a location approved by the State Bank Commission under 51014 of this chapter. The single office in this state of every corporation organized under this chapter shall be operated in a manner and at a location that is not likely to attract customers from the general public in this state to the material detriment of existing banking institutions chartered under Chapter 7 of this title, under special act of the General Assembly or under the National Banking Act, located in this state. No corporation organized under this chapter shall change the location of its place of business in this state or materially modify its plan of operation, submitted pursuant to 51014 of this chapter, without the prior consent of the State Bank Commissioner.
§1054. Employment within this State
A corporation organized under this chapter may be granted a certificate to transact business under Section 1020 of this Title and shall hold such certificate free of forfeit only when for so long as the Bank Commissioner determines that:
(a) such corporation employs at least 100 persons in its business in the State of Delaware, or, in the case of a newly-formed corporation, will within one year of opening for business in this State, employ at least 100 persons in its business in this State; or
(b) such corporation is a qualifying corporation as defined in this chapter.
§1055. Revocation of authority to transact business
(a) Upon his determination that any corporation organized under this chapter (i) is engaging in any activity not permitted by Section 1051 of this Chapter; (II) has more than one office open to the public in this State for the transaction of banking business; (iii) has failed to continue to satisfy the requirements of Section 1054 of this Title; or (iv) is engaging in a manner of business activity constituting a violation of Section 1053 of this Title, then in any such event, the Bank Commissioner may issue an order to such corporation requiring it to take such steps by a date certain as he determines are necessary to cure such violation.
(b) Upon his determination, after due notice and opportunity to be heard has been afforded, that any corporation organized under this chapter has failed to timely comply with any order issued under subparagraph (a) of this section, the State Bank Commissioner shall, by order effective no earlier than ten nor later than thirty days after issuance, revoke such corporation's authority to transact business in this State. Upon the effective date of such order, and so long as such order has not been suspended or set aside pursuant to subparagraph (c) of this Section or withdrawn by the Bank Commissioner, such corporation shall cease all business activity of any kind in this State, but shall maintain a registered office in this State for the purpose of accepting service of legal process.
(c) The Court of Chancery of the State of Delaware shall have exclusive original Jurisdiction of any Judicial review of an order issued under subparagraph (b) of this section, any other provision of law notwithstanding. Such review may be sought by the corporation affected at any time within one year of the date of such order. Review of such an order shall be de novo and such order will be specifically enforced by the Court of Chancery upon a final deterErngra that at the time of its issuance the order was valid in all respects. The Court of Chancery may, in the exercise of its equitable Jurisdiction in appropriate cases, suspend the operation of an order issued under subparagraph (b) of this Section while Judicial review of such order proceeds. An order issued under subsection (a) of this section shall not be subject to judicial review.
§1056. Merger with or conversion into a national bank
No corporation established under this chapter may merge with or convert into a national bank."
Section 4. Amend Section 768 of Title 5 of the Delaware Code by inserting after the word "chapter" and before the word "shall" in the first sentence thereof, the following: "or under Chapter 10 of this Ti tle".
Section 5. Amend Section 782 of Title 5 of the Delaware Code by deleting the words "state bank" as they appear in the first sentence thereof and substituting therefor the words, "bank created under this chapter or under any special act of the General Assembly".
Section 6. Amend Section 803 of Title 5 of the Delaware Code by inserting after the word "chapter" and before the word "no" in the first sentence of said section the following: "and Chapter 10 of this Ti tle,".
Section 7. If any provision of this Act or the application thereof to any person or circumstance is held Invalid such invalidity shall not affect other provisions or applications of this Act that can be given effect without the invalid provision or application, and to that end the provisions of this Act are declared severable.
Section 8. This Act shall take effect immediately upon its adoption.
Approved June 6, 1983.