                                                                        494


 OFFlGROFTHEA'fiORNEY                 GENERALOF-
                            AUSTIN




Honorable iiomerLeonard, Speaker,
Bouse of Representatives
Austin, Texas
Dear Br.   Leonardo             Opinion HO. O-4104
                                Be8    Whether or not a state bank
                                       In the hands of the Banldng
                                       Ooaadesioner for liquidation
                                       may be reopened for business,
                                       and whether or not a state
                                       bankIng institution may change
                                       Its plaoe of business.
          You request an optnlon from this department in
answer to the following questions, to-wit:


            '1.       Can a State Bank whioh is in the
                      hands of the Commissioner for
                      liquidation either voluntarily
                      or otherwise be reopened for busi-
                      ness and under what prooeduret

            l2.       Can a State Bank placed in rolun-
                      tary liquidation by the Board of
                      Directors be reopened and resume
                      business, and if so by what pro-
                      cedure?

            l3. Can a State Bank change its doxd-
                tile from one town to another in
                this State and by what ~ocedure?a

          Article 451 of the Revised Civil Statutes relates to
the liquidation of a bank which has come into the possession
of the Banking Comadssioner, either by the voluntary act of              '
the Board, under Article 450, or by the initiation of the Com-
ndssioner in taking over the bank, under Article 369 of the
statute.
Bonorable Bomer Leonard,   - page 2


         Article 462 deolaresf
         *Such bank may, with the c;onsentof the
    State'Banking Board, resume business upon
    such condition as may be approved by the
    Board. Such consent shall be evidenced by
    written statement from the Cosmdssi0ner.a

          The proaedure in such a case would be for the
bank, acting through its directors, to nake known to the
Banking Board its desire to resume business, and to ao-
company such request by suoh statement and Information
as the Board may think pertinent, and upon satisfying
the Board, the Board should formally express its consent
to such reopening, whioh consent should then be evidenoed
by the Banking Comudssioner~s written statement to the
Board, upon which authority the bank would be authorized
to reopen,
          This answers your queetions 1 and 2, assusdng
that your question 2 relates to a bank whiah has been
placed by its board in the hands of the Oosmdssioner for
liquidation upon the grounds.of Insolvency, or other
statutory ground.
          If your question Ro. 2, however, oontemplates
a voluntary liquidation by the Board itself of a solvent
bank, which has In nowise come into the ha&s of the Com-
missioner for liquidation, our answer to that question
would be that such solvent bank, even though in the
process of self-liquidation, may nevertheless resume its
normal banking funotions so long as it is solvent. In
such a case it would be wise for the Board before resum-
ing business to obtain from the Banking COmmlssioner his
approval, that is to say, making sure that no grounds ex-
ist which would justify the Commiseioner in taking sum-
mary charge of the bank, under Article 369 of the statutes.
          Replying to your third question, we refer you
to Article ~~llaof Vernon’s Codification of the Revised
Civil Statutes, which declares that any state bank, or
bank and trust company, may amend its aharter *for any other
lawful purpose*.
          While the statute (Article 377), governing the
organization of banking institutions, requires that the
articles of association shall state, *a s * the name of
the city or tovn and county in which the aorporation is
honorable Homer Leonard - page 9



to be located*, yet, under the statute of arsmlment above
cited, the charter my be amended for the purpose of
changing the dondcile of the bank, for this Is a lawful
puryose -- certainly it is not unlawful.
          Article 99l.aauthorizing oharter amendsents con-
templates, generally, that the amendment becomes effective
when adopted by a vote of the stockholders holding two-
thirds interest of the capital stook, and when approved by
the Banking Comvdssioner and filed in the archives of his
office. But, in respect to an amendment which contemplates
the change of .thebank's domicile, there are other statutes
which would require the approval of the Banldng Board. 'We
refer to Article 99.4respecting the public neoessity of the
business of the omty      in which it is sought~to establish
a bank, and to Article 391, regulating the amount of eaydtal
stock upon the basis of population of the town or city in
which the bank is to be located.
          We think these statutes, pertaining,as they do to
the lawful, oonstitutlonal and statutory scheme of reyla-
tion of such corporations, should be read in aonueotion
with Article 9Ma, authorieiug oharter amendments, and that
all of them should be reepeofed aud none violated in any
such propossd amendmsnt.
          Furthermore, we would suggest, though we do not de-
cide, that the amendment of a charter with respect to the
placeof dosdcile of the bank might be held to be such a fun-
damental change in the corporate existence as to require the
approval of the stookholders.




                                                             OPINION
                                                            COMMll7EE
