00 CS FOR HOUSE BILL NO. 157(L&C) 01 "An Act relating to trust companies and providers of fiduciary services; amending Rules 02 6 and 12, Alaska Rules of Civil Procedure, Rule 40, Alaska Rules of Criminal Procedure, 03 Rules 204, 403, 502, 602, and 611, Alaska Rules of Appellate Procedure, and Rules 7.2 04 and 7.3, Alaska Rules of Professional Conduct; and providing for an effective date." 05 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 06 * Section 1. AS 06.05.235(g) is amended to read: 07 (g) For the purpose of this section and AS 06.05.570, a trust company 08 organized under AS 06.26 [AS 06.25] that is engaged in the business of banking shall 09 be considered a state bank. 10 * Sec. 2. AS 06 is amended by adding a new chapter to read: 11 Chapter 26. Providers of Fiduciary Services. 12 Article 1. General Authority. 13 Sec. 06.26.010. Persons authorized to act as fiduciaries. (a) 14 Notwithstanding other provisions of law and except as provided in AS 06.26.020, a 01 person may not act as a fiduciary in this state unless the person is 02 (1) a trust company organized under this chapter; 03 (2) a private fiduciary that has received an exemption under 04 AS 06.26.200; 05 (3) a state financial institution; 06 (4) a national bank having its principal office in this state and 07 authorized by the United States Comptroller of the Currency to act as a fiduciary; 08 (5) a federally chartered savings association having its principal office 09 in this state and authorized by its federal chartering authority to act as a fiduciary; 10 (6) an international bank that has a branch bank in this state established 11 or maintained under AS 06.05.550; in this paragraph, "international bank" has the 12 meaning given in AS 06.05.990; 13 (7) an interstate national bank with a branch bank in this state 14 established or maintained under AS 06.05.550; in this paragraph, "interstate national 15 bank" means a national bank whose principal office, as designated in the bank's 16 articles of incorporation, is not located in this state; 17 (8) an entity that 18 (A) is organized under the laws of a state of the United States 19 other than this state; 20 (B) holds a charter, license, certificate, or other type of 21 authorization from this or another state of the United States to engage in 22 banking; and 23 (C) has a branch bank located in this state established or 24 maintained under AS 06.05.550; 25 (9) an interstate state trust company or international trust company 26 with a trust office authorized by the department under AS 06.26.810 - 06.26.895; 27 (10) a trustee of only charitable trusts, does not offer fiduciary services 28 to the general public with regard to noncharitable trusts, and observes the requirements 29 applicable to trustees under AS 13.36.225 - 13.36.290 (Alaska Uniform Prudent 30 Investor Act); or 31 (11) a federally chartered credit union having its principal office in this 01 state and authorized by the National Credit Union Administration to act as a fiduciary. 02 (b) In this section, "branch bank" has the meaning given in 06.05.990. 03 Sec. 06.26.020. Exemptions. (a) Notwithstanding any other provision of this 04 chapter, a person does not act as a fiduciary under this chapter if the person 05 (1) is licensed to practice law in this state, the person is acting within 06 the scope of the license, and the person and any law firm of the person are not trustees 07 of more trusts than the number established for the person and law firm by the 08 department by regulation or order; in this paragraph, "law firm" means a partnership, a 09 professional corporation organized under AS 10.45, or another association organized 10 for the practice of law and in which the person practices law; 11 (2) acts as trustee under a deed of trust delivered only as security for 12 the payment of money or for the performance of another act; 13 (3) receives and distributes on behalf of a principal rents and proceeds 14 of sales as a real estate broker or other licensee under AS 08.88; 15 (4) engages in securities business activity or investment advisory 16 business activity as a registered broker-dealer, a broker-dealer agent, a state 17 investment adviser, or an investment adviser representative, or as a federal covered 18 adviser who has made a notice filing under AS 45.55.040(h), the person is acting 19 within the scope of the person's registration or notice filing, and the activity is 20 regulated by the department under AS 45.55 or by the United States Securities and 21 Exchange Commission; in this paragraph, "agent," "broker-dealer," "federal covered 22 adviser," "investment adviser representative," "investment advisory business," 23 "securities business," and "state investment adviser" have the meanings given in 24 AS 45.55.990; 25 (5) engages in the sale and administration of an insurance product as 26 an insurance company licensed under AS 21 or an insurance producer licensed under 27 AS 21; 28 (6) is a cemetery association organized and acting under AS 10.30; 29 (7) is a trustee for a voting trust under AS 10.06 and is acting in that 30 capacity; 31 (8) has a certified public accountant certificate issued under AS 08.04, 01 the person is acting within the scope of the certificate, and the person and any 02 accounting firm of the person are not trustees of more trusts than the number 03 established for the person and accounting firm by the department by regulation or 04 order; in this paragraph, "accounting firm" means a partnership, a professional 05 corporation organized under AS 10.45, or another association organized for the 06 practice of public accounting and in which the person practices public accounting; 07 (9) holds real property in trust for the primary purpose of subdivision, 08 development, or sale or to facilitate a business transaction with respect to the real 09 property; 10 (10) serves as a trustee of a trust created by the person's family 11 members; 12 (11) holds money or other assets as a homeowners' association or 13 similar organization to pay maintenance and other related costs for commonly owned 14 property; in this paragraph, "homeowners' association" includes an association of 15 apartment owners under AS 34.07.450 and a unit owners' association or master 16 association under AS 34.08.990; 17 (12) holds money or other assets in connection with the collection of 18 debts or payments on loans by a person acting solely as the agent or representative at 19 the sole direction of the person to whom the debt or payment is owed, including 20 engaging in the business of an escrow agent; 21 (13) acts as a conservator if the person is appointed by a court of this 22 or another state or is qualified to act as a conservator under AS 13.26.320; 23 (14) acts as a personal representative if the person is appointed a 24 personal representative by a court of this or another state or is qualified to act as a 25 personal representative under AS 13.21.035; in this paragraph, "personal 26 representative" has the meaning given in AS 13.06.050; 27 (15) acts as a guardian or receiver if the person is appointed as a 28 guardian or receiver by a court of this or another state; 29 (16) is a business partner acting with regard to the business, or a co- 30 owner of property acting with regard to the co-owned property; 31 (17) serves as a trustee of one or more trusts in which the settlor is not 01 a family member of the person, except that the person may not at any one time serve 02 as a trustee for trusts that cumulatively have more than 10 different settlors; in this 03 paragraph, a husband and wife who create a joint trust are considered to be one settlor. 04 (b) When establishing the number of trusts that are allowed for an exemption 05 under (a)(1) or (8) of this section, the department shall consider the protection of the 06 public, the effect on efficient delivery of trust services at a reasonable cost, and the 07 likelihood that the particular exemption can make the trust services available to the 08 persons who need the service. 09 (c) In addition to the exemptions identified in (a) of this section, the 10 department may by regulation or order grant an exemption to a person if the person 11 demonstrates good cause for needing the exemption and the department determines 12 that the exemption would not conflict with public order or convenience. 13 (d) In addition to any other requirements established for the exemption, to 14 maintain an exemption under this section, a person who is exempt under (a) or (c) of 15 this section may not offer fiduciary services to the general public. 16 Sec. 06.26.030. Location of operation. (a) A trust company may act as a 17 fiduciary in this state, another state, or a foreign country, subject to complying with 18 applicable laws of the state or foreign country, at an office or branch established and 19 maintained under this chapter. 20 (b) A trust company may conduct any activities at an office outside this state 21 that are permissible for a trust company chartered by the host state, except to the 22 extent those activities are expressly prohibited by the laws of this state or by a 23 regulation or order of the department applicable to the trust company. 24 Article 2. Name, Powers, Organization, and Capitalization. 25 Sec. 06.26.040. Name of trust company. (a) A person may not use the 26 words "trust" or "trust company" or any other words in a manner that could reasonably 27 be expected to convey the impression that the person is acting as a fiduciary unless the 28 person is authorized to act as a fiduciary under AS 06.26.010. 29 (b) This section does not prohibit the use of the words "trust" or "trust 30 company" in the name of a corporation that is in existence as of the effective date of 31 this Act and that is not subject to this chapter if the corporation was originally 01 organized under the laws of this state and has not, since the date of its original 02 organization, amended or restated its articles of incorporation to delete from its name 03 the words "trust" or "trust company." 04 Sec. 06.26.050. Powers of trust company. (a) A trust company may perform 05 any act as a fiduciary that a state financial institution, or a national bank exclusively 06 exercising trust powers, may perform, including 07 (1) acting as trustee under a written agreement; 08 (2) receiving money and other property as trustee for investment in 09 real or personal property; 10 (3) acting as a trustee and performing the fiduciary duties committed 11 or transferred to it by a court; 12 (4) receiving money or other assets under AS 06.35; 13 (5) acting as an executor, an administrator, or a trustee of the estate of 14 a deceased person; 15 (6) acting as a custodian, guardian, conservator, or trustee for a minor 16 or an incapacitated person; 17 (7) acting as a successor fiduciary to a depository; 18 (8) receiving for safekeeping any type of personal property; 19 (9) acting as a custodian, an assignee, a transfer agent, an escrow 20 agent, a registrar, or a receiver; 21 (10) acting as an investment adviser, an agent, or an attorney-in-fact in 22 any agreed upon capacity; 23 (11) exercising additional powers expressly authorized by a regulation 24 adopted under this chapter; and 25 (12) exercising an incidental power that is reasonably necessary to 26 enable it to fully exercise the powers expressly conferred according to commonly 27 accepted fiduciary customs and usage. 28 (b) A trust company may exercise the powers of a business incorporated under 29 the laws of this state that are reasonably necessary to enable the exercise of its specific 30 powers under this chapter. 31 (c) A trust company may contribute to community solicitations, or to 01 charitable, philanthropic, or benevolent instrumentalities that operate to promote 02 public welfare, amounts that its board considers appropriate and in the interests of the 03 trust company. 04 (d) Subject to AS 06.26.370, a trust company may deposit trust money or 05 other assets with itself. 06 (e) Subject to the approval of the department and to being insured by the 07 Federal Deposit Insurance Corporation or its successor, a trust company may accept 08 deposits from the public. 09 (f) A trust company organized under this chapter may apply for a certificate of 10 authority under AS 06.05. 11 (g) A trust company organized under this chapter with a certificate of 12 authority issued under AS 06.05 may exercise all powers granted to it under AS 06.05 13 to the extent the powers do not conflict with this chapter. A trust company with a 14 certificate of authority issued under AS 06.05 is subject to all of the provisions of 15 AS 06.05. In case of a conflict between the provisions of this chapter and AS 06.05, 16 the provisions of this chapter apply. 17 (h) In (a) of this section, "national bank exclusively exercising trust powers" 18 means a person issued a charter by the United States Comptroller of the Currency if 19 the charter confers only trust powers. 20 Sec. 06.26.060. Organizers. One or more persons may organize a trust 21 company. 22 Sec. 06.26.070. Incorporation. (a) A trust company shall be incorporated 23 under AS 10.06. 24 (b) In addition to the items required under AS 10.06.208 to be included in 25 articles of incorporation, the articles of incorporation of a trust company must specify 26 (1) the judicial district where the trust company will be located and the 27 community where the trust company will locate its principal place of business; 28 (2) the amount of the trust company's stock, which must be divided 29 into shares having a par value of not less than $1 each; 30 (3) that there will be at least five but not more than 25 directors; 31 (4) the period for which the trust company is organized, whether 01 limited or perpetual; 02 (5) the name by which the trust company will be known, which must 03 contain the words "trust company" as a part of the name; and 04 (6) a declaration that each incorporator will, if elected, accept the 05 responsibilities and faithfully discharge the duties of a director. 06 Sec. 06.26.080. Amendment of articles or bylaws. (a) A trust company may 07 amend its articles of incorporation or bylaws in a manner consistent with its articles, 08 its bylaws, AS 10.06, and this chapter by a vote of its shareholders representing at 09 least a majority of the capital at a regular meeting or at a special meeting called for 10 that purpose. The trust company shall file a written notice of an amendment with the 11 department. 12 (b) The department has 60 days from the date that the department receives a 13 notice under (a) of this section to review the amendment, and the amendment becomes 14 effective on the 61st day after the department receives the notice unless the department 15 specifies a different date. The department may extend the 60-day period of review if 16 the department determines that the notice raises significant issues that require 17 additional information or if the department needs additional time for analysis. If the 18 60-day period of review is extended, the amendment becomes effective only when the 19 department approves the amendment in writing. 20 Sec. 06.26.085. Certificate of authority required. A person may not act as a 21 trust company until a certificate of authority is received from the department. 22 Sec. 06.26.090. Application for certificate of authority. (a) An application 23 for a certificate of authority shall be made in the form required by the department and 24 must be supported by the information, data, records, and opinions of counsel required 25 by the department. The application must be accompanied by all fees and deposits 26 required by this chapter. 27 (b) The department may grant a certificate of authority only if the department 28 receives evidence from the applicant that the department determines demonstrates that 29 the establishment of the proposed trust company will serve public convenience and 30 well-being. The evidence must address the following factors: 31 (1) the market to be served; 01 (2) whether the proposed organizational structure, capital structure, 02 and amount of initial capitalization are adequate for the proposed trust company and 03 its location; 04 (3) whether the anticipated volume and nature of the proposed trust 05 company indicates a reasonable probability of success and profitability based on the 06 market sought to be served; 07 (4) whether, as a group, the proposed officers, directors, and 08 employees have sufficient fiduciary experience, ability, standing, competence, 09 trustworthiness, and integrity to justify a belief that the proposed trust company will 10 operate in compliance with the law and that success of the proposed trust company is 11 probable; 12 (5) whether each principal shareholder has sufficient experience, 13 ability, standing, competence, trustworthiness, and integrity to justify a belief that the 14 proposed trust company will be free from improper or unlawful influence or 15 interference with respect to the trust company's operation in compliance with the law; 16 and 17 (6) whether the persons organizing the trust company are acting in 18 good faith. 19 (c) The applicant for a certificate of authority bears the burden of establishing 20 that public convenience and well-being will be served by the establishment of the trust 21 company. The failure of an applicant to furnish required information, data, opinions 22 of counsel, other material, the required fee, or a required deposit is considered an 23 abandonment of the application. 24 (d) An applicant shall pay under AS 06.01.010 the investigation expenses 25 incurred by the department in processing an application for a certificate of authority. 26 When submitting an application to the department, the applicant shall pay the 27 department $2,000 as an advance payment of the investigation expenses incurred by 28 the department. If the investigation expenses incurred by the department are less than 29 $2,000, the department shall promptly refund the excess to the applicant. If the 30 investigation expenses incurred by the department are greater than $2,000, the 31 department may obtain reimbursement from the applicant. 01 (e) The department shall determine whether all of the applicable requirements 02 of this section have been satisfied and shall enter an order granting or denying the 03 certificate of authority. The department may deny the application if the department 04 determines that the requirements of this chapter have not been met. The department 05 may set conditions on the certificate of authority and shall include any conditions in 06 the order granting the certificate of authority. 07 (f) If a protest of the application is not filed with the department on or before 08 the 15th day after the last date that the notice is published under AS 06.26.100, the 09 department may immediately determine whether the application meets the 10 requirements of this section based on the application and investigation. 11 Sec. 06.26.100. Department notices regarding application. (a) The 12 department shall notify the organizers of a proposed trust company when the 13 application under AS 06.26.090 is complete and accepted for filing and all required 14 fees and deposits have been paid. Promptly after notification, the organizers shall 15 publish in a form specified by the department notice of the filing of the application in 16 a newspaper of general circulation published in the community proposed as the trust 17 company's principal place of business. If a newspaper of general circulation is not 18 published in the community, the organizers shall publish the notice in a newspaper of 19 general circulation near the community. The department may require the organizers to 20 publish the notice at other locations reasonably necessary to solicit the views of 21 potentially affected persons. The notice must include a solicitation of comments and 22 protests. 23 (b) To prove that the publication required by (a) of this section has been 24 accomplished, the organizers shall file with the department an affidavit of publication 25 from the newspaper in which the notice was published. 26 Sec. 06.26.110. Issuance of certificate of authority; required operation. 27 (a) The department may not deliver a certificate of authority to a person to act as a 28 trust company until the person has 29 (1) received cash or marketable securities in at least the full amount of 30 the capital required under AS 06.26.120 from subscriptions for the issuance of shares; 31 (2) elected or qualified the initial officers and directors named in the 01 application for the certificate of authority or other officers and directors approved by 02 the department; and 03 (3) complied with all other requirements of this chapter related to the 04 organization of a trust company. 05 (b) A person who receives a certificate of authority, including a certificate of 06 authority with conditions, shall open a home office and begin providing fiduciary 07 services within six months after the date that the person receives the certificate of 08 authority or by the end of any extension of the six-month period allowed by the 09 department. If the person does not open the home office or begin providing fiduciary 10 services within the six months or by the end of any extension, the department shall 11 revoke the certificate of authority. 12 Sec. 06.26.120. Required capital; change in outstanding capital and 13 surplus. (a) A trust company may not act as a fiduciary unless the trust company has 14 paid-in capital in an amount acceptable to the department, but not less than $400,000, 15 and paid-in surplus equal to 20 percent of paid-in capital. The trust company shall 16 hold its unimpaired capital as security for the faithful discharge of the fiduciary duties 17 undertaken by the trust company and for the claims of creditors. 18 (b) The department may by order require or permit adjustment to capital for a 19 proposed or existing trust company if the department finds the condition and 20 operations of an existing trust company or the proposed scope or type of operations of 21 a proposed trust company requires adjustment to capital to protect the safety and 22 soundness of the trust company. The safety and soundness factors to be considered by 23 the department in the exercise of its discretion to adjust capital include 24 (1) the nature and type of business conducted; 25 (2) the nature and degree of liquidity of the assets held by the trust 26 company other than trust assets; 27 (3) the amount of fiduciary assets being managed; 28 (4) the type of fiduciary assets held and the depository of those assets; 29 (5) the complexity of the fiduciary duties and degree of discretion 30 undertaken; 31 (6) the competence and experience of management; 01 (7) the extent and adequacy of internal controls; 02 (8) the presence or absence of annual unqualified audits by an 03 independent certified public accountant; 04 (9) the reasonableness of the trust company's plans for retaining or 05 acquiring additional capital; and 06 (10) the existence and adequacy of insurance held by the trust 07 company to protect its customers, beneficiaries, and grantors. 08 (c) If the department orders a trust company to increase or adjust its capital, 09 the order must state the date by which the increase or adjustment must be made. An 10 order under this subsection does not prohibit the trust company from later applying to 11 the department to reduce capital requirements for the trust company under (b) of this 12 section. 13 (d) Subject to (b) of this section, a trust company to which the department 14 issues a certificate of authority shall at all times maintain capital in at least the amount 15 required under (a) of this section, as increased or decreased under (b) of this section. 16 (e) A trust company may not reduce or increase its outstanding capital through 17 dividend, redemption, issuance of shares, or otherwise without the prior written 18 approval of the department, unless otherwise permitted by this chapter. 19 (f) Prior approval by the department is not required for a decrease in surplus 20 caused by incurred losses that exceed undivided profits. A decrease to surplus as a 21 result of losses shall be replaced before payment of further dividends. 22 Sec. 06.26.130. Capital notes or debentures. (a) A trust company may, with 23 the written consent of the department, and if authorized by its articles of incorporation 24 or approved by persons owning two-thirds of the stock of the trust company entitled to 25 vote, issue convertible or nonconvertible capital notes or debentures. The principal 26 amount of notes and debentures outstanding at any time may not exceed 33 1/3 27 percent of the capital stock and surplus fund of the trust company on the date of 28 issuance. The rate and term are subject to the approval of the department, but the term 29 may not exceed 20 years. 30 (b) A trust company may not retire capital notes or debentures if the 31 retirement creates an impairment of its capital. Capital notes and debentures are 01 subordinated in right of payment in the event of insolvency or liquidation of the trust 02 company to the prior payment of all deposits and all claims of other creditors except 03 the holders of securities on a parity with the capital notes and debentures and the 04 holders of securities expressly subordinated to the capital notes and debentures. 05 Sec. 06.26.140. Cumulative voting. Shareholders may not use cumulative 06 voting in the election of directors unless cumulative voting is allowed by the trust 07 company's articles of incorporation. 08 Article 3. Operation of Offices. 09 Sec. 06.26.150. Trust company home office. (a) A trust company shall 10 continuously maintain in this state a home office where the trust company operates 11 and keeps its records. At least one executive officer shall maintain an office at the 12 home office. 13 (b) Each executive officer at the home office is an agent of the trust company 14 for service of process. 15 (c) A trust company may change its home office to any of its offices existing 16 at the time of the change within this state by filing a written notice with the 17 department setting out the name of the trust company, the street address of its home 18 office before the change, the street address to which the home office is to be changed, 19 and a copy of a resolution adopted by the trust company's board authorizing the 20 change. 21 (d) The change of the location of a home office takes effect on the 61st day 22 after the date the department receives the notice under (c) of this section, unless the 23 department establishes a different date or unless, before the 61st day, the department 24 notifies the trust company that the trust company shall establish to the satisfaction of 25 the department that the relocation is consistent with the original determination made 26 under AS 06.26.090 for the establishment of a trust company at that location, in which 27 event the change of home office takes effect when approved by the department. 28 Sec. 06.26.160. Trust company branch offices. (a) A trust company may 29 establish branch offices anywhere in the state by 30 (1) filing a written notice with the department setting out the name of 31 the trust company, the street address of the proposed branch office, and a description 01 of the activities proposed to be conducted at the branch office; 02 (2) filing with the department a copy of a resolution adopted by the 03 trust company's board authorizing the establishment or acquisition of the branch 04 office; and 05 (3) paying the filing fee established by the department by regulation. 06 (b) The department has 60 days from the date the department receives the 07 notice under (a) of this section to review the proposal for the branch office, and the 08 trust company may begin operating the branch office on the 61st day after the date the 09 department receives the notice, unless the department specifies a different date. 10 (c) The department may extend the 60-day period of review provided by (b) of 11 this section if the department determines that the proposed branch office raises issues 12 that require additional information or if the department needs additional time for 13 analysis. If the 60-day period of review is extended, the trust company may establish 14 the branch office only after the department approves the branch office in writing. The 15 department may deny the trust company permission to establish a branch office if the 16 department has safety or soundness concerns. 17 Sec. 06.26.170. Trust company representative offices. (a) A trust company 18 may establish or acquire representative trust offices anywhere in this state. To 19 establish or acquire a representative office, a trust company shall 20 (1) file a written notice with the department that sets out the name of 21 the trust company and the location of the proposed representative office; 22 (2) file with the department a copy of a resolution adopted by the trust 23 company's board authorizing the establishment or acquisition of the representative 24 office; and 25 (3) pay the filing fee established by the department by regulation. 26 (b) The department has 60 days from the date the department receives the 27 notice filed under (a) of this section to review the establishment or acquisition of a 28 representative office, and the trust company may begin operating the representative 29 office on the 61st day after the date the department receives the notice, unless the 30 department specifies a different date. 31 (c) The department may extend the 60-day period of review provided by (b) of 01 this section if the department determines that the written notice raises issues that 02 require additional information or if the department needs additional time for analysis. 03 If the 60-day period of review is extended, the trust company may establish the 04 representative office only after the department approves the office in writing. The 05 department may deny permission to establish or acquire a representative office of the 06 trust company if the department has safety or soundness concerns. 07 Sec. 06.26.180. Offices outside the state. (a) With the prior written approval 08 of the department, a trust company may establish a branch office or a representative 09 office outside this state. To establish a branch office or representative office outside 10 this state, a trust company shall 11 (1) submit an application to the department specifying the location of 12 the proposed office, the business to be conducted at the proposed office, and the laws 13 of the jurisdiction where the office will be located that permit the office to be 14 established; 15 (2) file with the department a copy of a resolution adopted by the trust 16 company's board authorizing the establishment or acquisition of the office; and 17 (3) pay the filing fee established by the department by regulation. 18 (b) The department may approve an application under (a) of this section for a 19 branch office or representative office if the department finds that 20 (1) the laws of the jurisdiction in which the office is to be located 21 permit the establishment of the office; and 22 (2) the department does not have a significant supervisory or 23 regulatory concern regarding the proposed office. 24 (c) If a trust company submits with the application a certified statement of the 25 governmental regulator for the jurisdiction in which the office is to be located 26 expressly permitting the establishment of the office, the trust company may establish 27 the office by following the procedures under AS 06.26.090, except that the trust 28 company may not establish the office before the 91st day after the date the department 29 receives the notice filed under AS 06.26.160(a) unless the department notifies the trust 30 company that the trust company may establish the office on an earlier date. 31 (d) The department may deny a trust company permission to establish a 01 branch office or representative office outside this state if the department has safety or 02 soundness concerns regarding 03 (1) the market to be served; 04 (2) whether the proposed organizational structure, capital structure, 05 and amount of capitalization are adequate; 06 (3) whether the anticipated volume and nature of the proposed office 07 indicate a reasonable probability of success and profitability based on the market 08 sought to be served; 09 (4) whether, as a group, the officers, directors, and employees have 10 sufficient fiduciary experience, ability, standing, competence, trustworthiness, and 11 integrity to justify a belief that the proposed office will operate in compliance with 12 law. 13 Sec. 06.26.190. Hours of operation. (a) A trust company and an interstate 14 state trust company or an international national trust company maintaining a trust 15 office under AS 06.26.810 - 06.26.895 may close on the legal holidays described in 16 AS 44.12.010 - 44.12.025. A notice of holiday closings shall be made available to the 17 trust company's customers by mail, by the Internet, or by other means. 18 (b) A trust company and an interstate state trust company or international trust 19 company maintaining a trust office under AS 06.26.810 - 06.26.895 may close on any 20 business day if the trust company 21 (1) notifies the department in advance of the closure; and 22 (2) makes a closure notice available to its customers by mail, by the 23 Internet, or by other means. 24 (c) The hours of operation, and any changes in the hours of operation, of a 25 trust company and an interstate state trust company or international trust company 26 maintaining a trust office under AS 06.26.810 - 06.26.895 must be submitted to the 27 department and must be made available to the trust company's customers by mail, by 28 the Internet, or by other means. 29 (d) Notwithstanding this section, the hours of operation of a trust company 30 with a certificate of authority issued under AS 06.05 are subject to AS 06.05.166. 31 Article 4. Private Fiduciaries. 01 Sec. 06.26.200. Private fiduciaries. (a) Unless the department expressly in 02 writing exempts the person under this section from all or some of the provisions of this 03 chapter, a private fiduciary shall comply with the provisions of this chapter applicable 04 to a trust company. 05 (b) A private fiduciary may apply in writing for an exemption from specific 06 provisions of this chapter. The department may grant the exemption, in whole or in 07 part, if the department finds that the private fiduciary does not and will not offer 08 fiduciary services to the general public. 09 (c) At the expense of the private fiduciary, the department may examine or 10 investigate the private fiduciary in connection with an application for an exemption 11 under this section. Unless the application presents novel or unusual questions, the 12 department shall approve or deny the application for exemption not later than the 61st 13 day after the date that the department considers the application complete and accepted 14 for filing. If the application presents novel or unusual questions, the department may 15 extend the time for approving or denying the application. The department may require 16 the private fiduciary to submit additional information the department considers 17 necessary to make an informed decision. 18 (d) The department may make an exemption under this section subject to 19 conditions or limitations imposed by the department that are consistent with this 20 chapter. 21 (e) The department may adopt regulations that are consistent with this chapter 22 defining the activities that do not constitute providing or offering fiduciary services to 23 the general public, specifying the provisions of this chapter that are subject to an 24 exemption under this section, and establishing procedures and requirements for 25 obtaining, maintaining, or revoking an exemption granted under this section. 26 Sec. 06.26.210. Requirements to apply for and maintain status as a 27 private fiduciary. (a) To obtain an exemption under AS 06.26.200, a private 28 fiduciary shall file an application with the department containing 29 (1) a nonrefundable application fee established by the department by 30 regulation; 31 (2) a detailed statement under oath showing the private fiduciary's 01 assets and liabilities as of the end of the month that precedes the date of the filing of 02 the application with the department; 03 (3) a statement under oath of the reason for requesting the exemption; 04 (4) a statement under oath that the private fiduciary currently does not 05 offer fiduciary services to the general public and that the private fiduciary will not 06 offer fiduciary services to the general public without the prior written permission of 07 the department; 08 (5) the current street address of the physical location in this state where 09 the private fiduciary will maintain its records, the private fiduciary's current telephone 10 number at that location, and a statement under oath that the address given is true and 11 correct and not a United States Postal Service post office box or a private commercial 12 mail drop; 13 (6) a list of the specific provisions of this chapter or regulations 14 adopted under this chapter from which the private fiduciary requests an exemption. 15 (b) The department may not approve an exemption under this section unless 16 the application complies with (a) of this section. 17 (c) To maintain its exemption under AS 06.26.200, a private fiduciary 18 (1) may not offer fiduciary services to the general public; 19 (2) shall file an annual certification on or before December 31 of each 20 year on a form provided by the department that the private fiduciary is maintaining the 21 conditions and limitations of its exempt status; the annual certification must be 22 accompanied by a fee established by the department by regulation. 23 (d) The annual certification required under (c) of this section is valid only if it 24 bears an acknowledgment stamped by the department. The department has 60 days 25 from the date it receives the annual certification to review the annual certification and 26 return a copy of the acknowledged annual certification to the private fiduciary. The 27 burden is on the exempt private fiduciary to notify the department of a failure to return 28 a copy of an acknowledged annual certification within the 60-day period. 29 (e) The department may examine or investigate the private fiduciary 30 periodically as necessary to verify the annual certification. 31 (f) Notwithstanding having an exemption under AS 06.26.200, a private 01 fiduciary shall comply with the home office provisions of AS 06.26.150 and shall 02 report to the department any change of address or telephone number within 30 days 03 after the change. 04 Sec. 06.26.220. Transfer of control. Control of an exempt private fiduciary 05 may not be sold or otherwise transferred with an exemption under AS 06.26.200. In 06 any change of control, the exempt status of the private fiduciary automatically 07 terminates on the effective date of the transfer, and the person acquiring control must 08 comply with this chapter. After transfer of control, a separate application for an 09 exemption under AS 06.26.200 must be filed with the department if the acquiring 10 person wishes to obtain or continue an exemption under AS 06.26.200. 11 Sec. 06.26.230. Revocation of exemption. (a) The department may revoke an 12 exemption under AS 06.26.200 if the exempt private fiduciary 13 (1) makes a false statement under oath on any document required to be 14 filed by this chapter; 15 (2) fails to submit to an examination as required by AS 06.26.200; 16 (3) withholds requested information from the department; or 17 (4) violates a provision of this section applicable to exempt private 18 fiduciaries. 19 (b) If the department determines from examination or other credible evidence 20 that an exempt private fiduciary has violated a requirement of this chapter, the 21 department may by personal delivery or registered or certified mail, return receipt 22 requested, notify the exempt private fiduciary in writing that the department will 23 revoke the private fiduciary's exemption as of a stated date, which may not be before 24 the fifth calendar day after the date that the notification is delivered or mailed. The 25 notification must state the grounds for the revocation with reasonable certainty. After 26 a revocation takes effect, the revocation is final, and the private fiduciary is subject to 27 all of the requirements and provisions of this chapter that are applicable to private 28 fiduciaries not exempt under AS 06.26.200. 29 (c) A private fiduciary shall comply with the provisions of this chapter from 30 which it was formerly exempt within five calendar days after the effective date of a 31 revocation of its exemption under this section. However, if the department determines 01 at the time of revocation that the private fiduciary has been engaging in or attempting 02 to engage in acts intended or designed to deceive or defraud, the department may, in 03 the department's sole discretion, shorten or eliminate the five-calendar-day compliance 04 period. 05 (d) If, within the time allowed under (c) of this section, the private fiduciary 06 does not comply with all of the provisions of this chapter, including the capitalization 07 requirements that have been determined by the department as necessary to assure the 08 safety and soundness of the private fiduciary, the department may 09 (1) file a court action or pursue another remedy provided by this 10 chapter; or 11 (2) refer the private fiduciary to the attorney general for institution of 12 appropriate legal proceedings against the private fiduciary. 13 Sec. 06.26.240. Conversion to trust company. (a) A private fiduciary may 14 not offer fiduciary services to the general public as a trust company until the private 15 fiduciary satisfies the requirements of this section. 16 (b) The private fiduciary shall file a notice with the department on a form 17 prescribed by the department, furnish a copy of a resolution adopted by the board 18 authorizing the private fiduciary to offer fiduciary services to the general public, pay 19 any filing fee established by the department by regulation, and comply with the 20 requirements of this chapter for trust companies. The notice must provide the name of 21 the private fiduciary and acknowledge that any exemption granted or otherwise 22 applicable to the private fiduciary under AS 06.26.200 ceases to apply on the effective 23 date of the notice. 24 (c) The department has 60 days after the department receives the notice under 25 (a) of this section to review the conversion, and a private fiduciary may begin 26 providing or offering fiduciary services to the general public on the 61st day after the 27 date that the department receives a notice under (a) of this section from the private 28 fiduciary, unless the department specifies a different date. 29 (d) The department may extend the 60-day period of review provided by (c) of 30 this section if the department determines that the notice raises issues that require 31 additional information or if the department needs additional time for analysis. If the 01 60-day period of review is extended, the private fiduciary may offer fiduciary services 02 to the general public only after written approval by the department. 03 (e) The department may deny a private fiduciary permission to offer fiduciary 04 services to the general public as a trust company if the department finds that the 05 private fiduciary does not meet the requirements of this chapter for trust companies. 06 Article 5. Investments, Loans, and Deposits. 07 Sec. 06.26.250. Regulations on investments. The department may adopt 08 regulations to establish limits, requirements, or exemptions for particular classes or 09 categories of investment, or limit or expand investment authority for trust companies 10 for particular classes or categories of securities or other property. 11 Sec. 06.26.260. Pledge of assets. (a) A trust company may not pledge or 12 create a lien on any of the assets belonging to the trust company except to secure 13 (1) the repayment of money borrowed; 14 (2) trust deposits as specifically authorized or required by 15 AS 06.26.370 or by regulations adopted under this chapter; or 16 (3) deposits made by the United States government, the state, or a 17 municipality, or an agency of those governmental bodies. 18 (b) An act, a deed, a conveyance, a pledge, or a contract that violates this 19 section is void. 20 Article 6. Trust Assets. 21 Sec. 06.26.370. Deposits of trust assets. (a) A trust company may deposit 22 trust money or other trust assets with itself as an investment if the settlor or the 23 beneficiary authorizes the deposit and if 24 (1) the trust company maintains as security for the deposits a separate 25 fund of securities that may be used for trust investments and that are under the control 26 of a federal reserve bank or a clearing corporation in this state or elsewhere; in this 27 paragraph, "clearing corporation" has the meaning given in AS 45.08.102; 28 (2) the total market value of the security fund maintained under (1) of 29 this subsection is at all times at least equal to the deposit; 30 (3) the security fund maintained under (1) of this subsection is 31 expressly designated as a security fund; and 01 (4) the security fund maintained under (1) of this subsection is 02 maintained under the control of a person listed in AS 06.26.010(a). 03 (b) A trust company may make periodic withdrawals from or additions to the 04 security fund required by (a) of this section if the trust company maintains the value 05 required by (a) of this section for the security fund. Income from the securities in the 06 security fund belongs to the trust company. 07 (c) Notwithstanding (a) of this section, security under (a) of this section for a 08 deposit is not required to the extent the deposit is insured by the Federal Deposit 09 Insurance Corporation or its successor. 10 Sec. 06.26.380. Common investment funds. Subject to regulations adopted 11 by the department, a trust company may invest trust assets in common investment 12 funds. 13 Sec. 06.26.390. Fee determination; investment and management costs. (a) 14 A trust company shall deal at arm's length with a person when arranging the 15 compensation to be paid by the person for the services of the trust company. Any 16 compensation paid to the trust company must be a reasonable amount with respect to 17 the services rendered. 18 (b) When investing and managing trust assets, a trust company may only incur 19 costs that are appropriate and reasonable in relation to the assets, the purposes of the 20 trust, and the skills of the trust company. 21 Sec. 06.26.400. Disclosure of conflicts of interest. Before accepting 22 appointment as a trustee, a trust company shall disclose any conflict of interest that 23 may reasonably be expected to arise in the relationship. 24 Sec. 06.26.410. Requirements for handling trust assets. A trust company, 25 its representatives, and its appointees shall observe the requirements applicable to 26 trustees under AS 13.36.225 - 13.36.290 (Alaska Uniform Prudent Investor Act). 27 Article 7. Ownership. 28 Sec. 06.26.450. Acquisition of control. (a) Except as expressly otherwise 29 permitted under this chapter, a person may not, without the prior written approval of 30 the department, directly or indirectly acquire control of a trust company through a 31 change in a legal or beneficial interest in voting securities of a trust company or a 01 corporation or other person who owns voting securities of a trust company. 02 (b) This section does not apply to 03 (1) the acquisition of securities in connection with the exercise of a 04 security or other interest in full or partial satisfaction of a debt previously contracted 05 for in good faith if the acquiring person files written notice of acquisition with the 06 department before the person votes the securities acquired; 07 (2) the acquisition of voting securities in any class or series by a 08 person in control who has previously complied with and received approval to acquire 09 control under AS 06.26.450 - 06.26.480 or who was identified as a person in control in 10 an earlier application filed with and approved by the department; 11 (3) an acquisition or transfer by operation of law, a will, or in testate 12 succession if the acquiring person files written notice of acquisition with the 13 department before the person votes the securities acquired; or 14 (4) a transaction exempted by the department by regulation or order 15 because the transaction is not within the purposes of AS 06.26.450 - 06.26.480. 16 Sec. 06.26.460. Application for acquisition of control. (a) A proposed 17 transferee seeking approval under AS 06.26.450 to acquire control of a trust company 18 shall file with the department 19 (1) an application in the form prescribed by the department; 20 (2) the filing fee established by the department by regulation; and 21 (3) all information required by regulation or that the department 22 requires for a particular application in order to make an informed decision to approve 23 or reject the proposed acquisition. 24 (b) If the proposed transferee under (a) of this section includes a group of 25 persons acting together, the department may require each member of the group to 26 provide information to the department. 27 (c) If the proposed transferee is not a resident of the state, a corporation 28 organized under AS 10.06, or a foreign corporation qualified under AS 10.06 to 29 transact business in this state, the proposed transferee shall file with the department a 30 written consent to service of process on a resident of this state for any court action 31 arising out of or connected with the proposed acquisition of control. 01 (d) Promptly after the department accepts the application as complete, the 02 proposed transferee shall publish notice of the application, the date of filing the 03 application, and the identity of each participant in the acquisition of control in the 04 form specified by the department in a newspaper of general circulation published in 05 the community proposed as the trust company's principal place of business. If a 06 newspaper of general circulation is not published in the community, the notice shall be 07 published in a newspaper of general circulation near the community. Publication of 08 notice of an application may be deferred for up to 31 days after the date the 09 application is filed if 10 (1) the proposed transferee requests confidential treatment and 11 represents that a public announcement of the tender offer and the filing of appropriate 12 forms with the United States Securities and Exchange Commission or the appropriate 13 federal banking agency, as applicable, will occur within the period of deferral; and 14 (2) the department determines that public interest will not be harmed 15 by the requested confidential treatment. 16 (e) The department may waive the requirement that a notice be published or 17 permit delayed publication of the notice if the department makes a written 18 determination that waiver or delay is in the public interest. 19 Sec. 06.26.470. Decision on application for acquisition of control. (a) The 20 department shall approve or deny an application for acquisition of control not later 21 than the 60th day after the date that the notice regarding acquisition of control is 22 published under AS 06.26.460. 23 (b) If the department approves an application filed under AS 06.26.460, the 24 applicant may acquire control. Any written commitment from the proposed transferee 25 offered to and accepted by the department as a condition for approval of the 26 application is enforceable against the trust company and the transferee. 27 Sec. 06.26.480. Objection to other transfer. AS 06.26.450 - 06.26.480 may 28 not be construed to prevent the department from investigating, commenting on, or 29 seeking to enjoin or set aside a transfer of voting securities that evidence a direct or 30 indirect interest in a trust company if the department considers the transfer to be 31 against the public interest. 01 Article 8. Governance. 02 Sec. 06.26.500. Voting securities held as trust assets. (a) Voting securities 03 of a trust company held by the trust company as trust assets under a will or trust, 04 whether registered in the trust company's own name or in the name of its nominee, 05 may not be voted in the election of directors or on a matter affecting the compensation 06 of directors, officers, or employees of the trust company unless 07 (1) under the terms of the will or trust, the manner in which the voting 08 securities are to be voted may be determined by a donor or beneficiary of the will or 09 trust and the donor or beneficiary actually makes the determination in the matter at 10 issue; 11 (2) the terms of the will or trust expressly direct the manner in which 12 the securities must be voted to the extent that no discretion is vested in the trust 13 company as fiduciary; or 14 (3) the securities are voted solely by a person who is a joint fiduciary, 15 but who is not a person who is affiliated with the trust company, as if the joint 16 fiduciary were the sole fiduciary. 17 (b) Voting securities of a trust company that may not be voted under this 18 section are considered to be authorized but unissued for the purpose of determining the 19 procedures for and results of the vote under this section. 20 Sec. 06.26.510. Board of directors. (a) The board of directors of a trust 21 company shall consist of at least five but not more than 25 directors, and the majority 22 of the directors must be residents of this state. The principal executive officer of the 23 trust company is a member of the board and the board's presiding officer unless the 24 board elects a different presiding officer. The presiding officer shall perform the 25 duties designated by the board. 26 (b) Unless the department consents in writing, a person may not serve as a 27 director of a trust company if 28 (1) the trust company incurs an unreimbursed loss attributable to a 29 charged-off obligation of the person or holds a judgment against the person or against 30 another person who was controlled by the person when the loan that gave rise to the 31 judgment or charged-off obligation was funded and went into default; 01 (2) the person has been convicted of a felony, or of another crime 02 involving moral turpitude or breach of trust; or 03 (3) the person, acting as a personal representative, made a loan of trust 04 money or other assets, or a purchase or sale of trust assets, that is voidable under 05 AS 13.16.400 and the person has not corrected the situation; in this paragraph, 06 "personal representative" has the meaning given in AS 13.06.050. 07 (c) If a trust company does not elect directors before the 61st day after the date 08 of its regular annual meeting, the department may appoint a person to operate the trust 09 company and elect directors. If the appointed person is unable to locate or elect 10 persons willing and able to serve as directors, the department may close the trust 11 company for liquidation. 12 (d) A vacancy on a board that reduces the number of directors to fewer than 13 five shall be filled not later than the 30th day after the date that the vacancy occurs. If 14 the vacancy on the board is not filled within 30 days after the date that the vacancy 15 occurs, the department may appoint a person to operate the trust company and elect a 16 board of at least five persons. If the appointed person is unable to locate or elect five 17 persons willing and able to serve as directors, the department may close the trust 18 company for liquidation. 19 (e) Before beginning each term to which a person is elected to serve as a 20 director of a trust company, the person shall submit an affidavit to be filed with the 21 minutes of the trust company stating that the person, to the extent applicable, 22 (1) accepts the position and is not disqualified from serving in the 23 position; 24 (2) will not violate or knowingly permit a director, an officer, or an 25 employee of the trust company to violate any law applicable to the conduct of business 26 of the trust company; and 27 (3) will diligently perform the duties of the position. 28 Sec. 06.26.520. Board meetings and review of reports. (a) The board of 29 directors of a trust company shall meet at least once every three months. The 30 department or a director may call a special meeting of the board. A majority of the 31 board constitutes a quorum. The board shall keep minutes of each board meeting, 01 including a record of attendance and a record of all votes. 02 (b) At least once every three months, the board of directors of a trust company 03 shall review written reports prepared by the president, other officers of the trust 04 company, or a trust committee appointed under AS 06.26.550. The reports must 05 include the accounts that have been opened or closed during the calendar quarter 06 before the meeting and the trust accounts subject to annual review during the calendar 07 quarter before the meeting. 08 Sec. 06.26.530. Officers. (a) The board shall annually appoint the officers of 09 the trust company. The officers serve at the pleasure of the board. 10 (b) The president of the trust company is the principal executive officer 11 primarily responsible for the execution of board policies and operation of the trust 12 company. The trust company shall have an officer responsible for the maintenance 13 and storage of all records of the trust company and for required attestation of 14 signatures. These positions may not be held by the same person. The board may 15 appoint other officers of the trust company as the board considers necessary. 16 Sec. 06.26.540. Prohibition of certain action by officer or employee. 17 Unless expressly authorized by a resolution of the board recorded in the minutes of the 18 board, an officer or employee may not create or dispose of a trust company asset or 19 create or incur a liability on behalf of the trust company. 20 Sec. 06.26.550. Trust committee. (a) The board may appoint a trust 21 committee to act for the company in matters dealing with the initial and annual 22 reviews of accounts, account acceptance, and investment strategies. A trust committee 23 shall consist solely of directors, officers, or employees of the trust company, or any 24 combination of these positions. The trust committee shall keep a record of its actions 25 and shall report in writing to the board on all actions taken by the trust committee 26 since the previous board meeting. The board shall ratify or rescind each action. 27 (b) The trust committee shall meet at least once a month to review existing 28 accounts and to ratify or rescind newly accepted accounts. The trust committee may 29 not ratify a new account unless it is approved by a majority of the members of the trust 30 committee present at the meeting at which the new account is considered. 31 (c) A trust committee may elect one or more officers to accept new accounts, 01 subject to the requirements of (b) of this section. 02 Sec. 06.26.560. Prohibited acts. (a) A director, an officer, an employee, or a 03 shareholder of a trust company may not 04 (1) conceal information or a fact, or remove, destroy, or conceal a 05 book or record of the trust company, for the purpose of concealing information or a 06 fact from the department or an agent of the department; or 07 (2) for the purpose of concealing, remove or destroy a book or record 08 of the trust company that is material to a pending or anticipated court or administrative 09 proceeding. 10 (b) A director, an officer, or an employee of a trust company may not make a 11 false entry in the records, a report, or a statement of the trust company. 12 Sec. 06.26.570. Transactions with management and affiliates; penalties. 13 (a) Without the prior approval of a disinterested majority of the board recorded in the 14 minutes, or, if a disinterested majority cannot be obtained, the prior written approval 15 of the department, a trust company may not directly or indirectly 16 (1) sell or lease an asset of the trust company to a director, an officer, a 17 principal shareholder, or an affiliate of the trust company; 18 (2) purchase or lease property in which a director, an officer, a 19 principal shareholder, or an affiliate of the trust company has an interest; or 20 (3) extend credit to a director, an officer, a principal shareholder, or an 21 affiliate of the trust company. 22 (b) In addition to the requirements of (a) of this section, a lease transaction 23 described in (a)(2) of this section involving real property may not be consummated, 24 renewed, or extended by the trust company without the prior written approval of the 25 department. 26 (c) A trust company may not extend credit to a director, an officer, an 27 employee, a principal shareholder, or an affiliate of the trust company unless the 28 extension of credit 29 (1) is made on substantially the same terms, including interest rates 30 and collateral requirements, as the terms prevailing at the time for comparable 31 transactions by the trust company with persons who are not directors, officers, 01 employees, principal shareholders, or affiliates of the trust company; 02 (2) does not involve more than the normal risk of loss or present other 03 unfavorable features; and 04 (3) follows credit underwriting procedures that are as stringent as the 05 underwriting procedures applicable to comparable transactions by the trust company 06 with persons who are not directors, officers, employees, principal shareholders, or 07 affiliates of the trust company. 08 (d) The department may adopt regulations to implement this section, including 09 regulations to establish limits, requirements, or exemptions other than those specified 10 by this section for particular categories of transactions. 11 (e) In this section, "affiliate" does not include a subsidiary of the trust 12 company. 13 Sec. 06.26.580. Trust asset transactions involving certain securities, assets, 14 or information. (a) Except as provided in this chapter, or as authorized under the 15 instrument creating the relationship, a trust company may not invest trust assets in the 16 stock or obligations of, or use trust assets to acquire property from, the trust company 17 or any of the trust company's officers, directors, or employees. A trust company may 18 not sell trust assets to the trust company or to any of the trust company's directors, 19 officers, or employees. 20 (b) A trust company may not use material inside information in connection 21 with a decision or recommendation to purchase or sell a security that is a trust asset. 22 Sec. 06.26.585. Policies and procedures. A trust company shall adopt 23 written policies and procedures regarding decisions or recommendations to purchase 24 or sell a security that is a trust asset to facilitate compliance with federal and state 25 securities laws. These policies and procedures must include the prohibition in 26 AS 06.26.580(b). 27 Sec. 06.26.590. Fiduciary responsibility. The board of a trust company is 28 responsible for the proper exercise of fiduciary powers by the trust company and for 29 each matter that is related to the exercise of fiduciary powers, including 30 (1) the determination of policies; 31 (2) the investment and disposition of trust assets; and 01 (3) the direction and review of the actions of each officer, employee, 02 and committee employed or used by the trust company in the exercise of its fiduciary 03 powers. 04 Sec. 06.26.600. Trust account record keeping. A trust company shall keep 05 its trust assets records separate and distinct from other records of the trust company in 06 the manner required by state and federal law. The trust assets records must contain all 07 material information relating to each trust assets account, as appropriate under the 08 circumstances. 09 Sec. 06.26.610. Customer records confidential. (a) The trust company 10 records relating to customers are confidential and may not be made public unless 11 (1) disclosure is compelled by a court or administrative order; 12 (2) disclosure is required by federal or state law; 13 (3) disclosure is authorized in writing by the customer; 14 (4) disclosure is made to the holder of a negotiable instrument drawn 15 on the trust company as to whether the drawer has sufficient money or other assets in 16 the financial institution to cover the instrument; or 17 (5) an inquiry has been made by a state financial institution, or by a 18 credit-reporting agency regulated under 15 U.S.C. 1681 - 1681u (Fair Credit 19 Reporting Act) solely for the express purpose of determining the credit worthiness of 20 the customer as an applicant for credit, and the information disclosed by the trust 21 company, state financial institution, or credit-reporting agency relates only to the 22 payment habits of the customer in connection with loans or other credit 23 accommodations and does not pertain to records concerning deposit balances in 24 savings or checking accounts. 25 (b) When disclosure of trust company records is required or allowed under 26 (a)(1) or (2) of this section, the trust company shall notify the customer of the 27 disclosure. If notification before disclosure is not possible, the trust company shall 28 immediately notify the customer of the disclosure or inquiry. However, the trust 29 company may not notify the customer if disclosure is made under a search warrant or 30 under a court order issued at the request of a grand jury. 31 (c) When disclosure of trust company records is compelled by a court order 01 under (a)(1) of this section, the court may provide in the order for the reimbursement 02 of the trust company for the costs allowed by the rules of court and incurred by the 03 trust company to comply with the order. 04 Sec. 06.26.620. Insurance; bonds. (a) The board of directors of a trust 05 company shall maintain bonding and other insurance for the trust company against 06 dishonesty, fraud, defalcation, forgery, theft, embezzlement, burglary, robbery, theft, 07 and other similar insurable losses and hazards as required by the department by 08 regulation. The board shall obtain the bonding and other insurance from a person 09 authorized under AS 21 to act as an insurer or a surety insurer in this state. 10 (b) The board of directors shall procure errors and omissions insurance in the 11 amount of at least $500,000. 12 (c) At least once each year, the board of directors shall review the bonding and 13 other insurance required by this section to determine whether the coverage is adequate 14 in relation to the exposure of the trust company. The minimum amount of insurance 15 required by this section does not automatically represent adequate bonding and 16 insurance coverage in relation to the exposure. Immediately after procuring the 17 bonding and other insurance, the board shall file copies of the documents representing 18 the bonding and other insurance with the department. 19 Sec. 06.26.630. Reports of apparent crime. (a) A trust company that is the 20 victim of a robbery, that has a shortage of money or other assets in excess of $5,000, 21 or that is the victim of an apparent or suspected misapplication of its money or other 22 assets in any amount by a director, an officer, or an employee shall report the robbery, 23 shortage, or apparent or suspected misapplication to the department within 48 hours 24 after it is discovered. The initial report may be oral if the trust company promptly 25 confirms the report in writing to the department. The trust company or a director, an 26 officer, an employee, or an agent of the trust company is not liable for defamation to 27 or subject to any another cause of action based on supplying the information in the 28 report. 29 (b) A trust company may satisfy the requirements of (a) of this section by 30 filing with the department a copy of a written report filed with the appropriate law 31 enforcement agency. 01 Article 9. Organic Change. 02 Sec. 06.26.650. General provisions for conversions, mergers, and 03 consolidations. (a) A national bank whose main office is located in the state or a 04 state bank whose main office is located in the state may convert to a trust company or 05 merge or consolidate with a trust company, and a trust company may merge or 06 consolidate with another trust company, if the conversion, merger, or consolidation is 07 consistent with federal and state law and approved by the department. The 08 requirements of AS 06.26.650 - 06.26.670 are in addition to the merger and 09 consolidation requirements of AS 10.06. 10 (b) Before merger or consolidation under (a) of this section, a trust company 11 shall file with the department a merger or consolidation application and other 12 information and reports that the department requires under AS 06.26.660. 13 (c) The department, in the exercise of its power to approve or disapprove 14 applications for merger or consolidation under (a) of this section, shall act in the 15 interests of promoting and maintaining a sound trust company system, promoting the 16 security of deposits and customers, preserving of the liquid position of trust 17 companies, and preventing injurious credit expansions and contractions. 18 (d) A trust company converting to or merging or consolidating with a national 19 bank shall submit to the department a copy of any application to the United States 20 Comptroller of the Currency for a national bank charter or any other application to the 21 United States Comptroller of the Currency to convert, merge, or consolidate when the 22 applications are forwarded to the United States Comptroller of the Currency. 23 Sec. 06.26.660. Merger or consolidation. (a) To merge or consolidate under 24 AS 06.26.650, the merging persons shall file with the department the original articles 25 of merger or consolidation, a number of copies of the articles of merger or 26 consolidation equal to the number of trust companies involved in the merger or 27 consolidation, and an application in the form required by the department. The 28 department may require the submission of additional information it considers 29 necessary to make an informed decision. 30 (b) The department may approve a merger or a consolidation if 31 (1) the surviving or new trust company will be solvent and have 01 adequate capitalization for its operations and location; 02 (2) the surviving or new trust company has in all respects complied 03 with the statutes and regulations governing the organization of a trust company in this 04 state; 05 (3) all obligations and liabilities of each trust company that is a party 06 to the merger or consolidation have been properly discharged or otherwise lawfully 07 assumed or retained by a trust company or other fiduciary; 08 (4) a surviving or new trust company is not authorized to act as a 09 fiduciary under this chapter, will not act as a fiduciary, and has otherwise complied 10 with the laws of this state; 11 (5) the surviving or new trust company satisfies the provisions in 12 AS 06.26.090 that the department determines apply to the trust company; and 13 (6) all conditions imposed by the department have been satisfied. 14 (c) If the department approves the merger or consolidation and finds that all 15 investigative expenses incurred by the department and all required filing fees have 16 been paid, the department shall issue a certificate of merger or consolidation. 17 Sec. 06.26.670. Rights of dissenters. In addition to the dissenter's rights 18 under AS 10.06 for a merger or consolidation, if a shareholder of a trust company 19 objects to a conversion of the trust company, the dissenting shareholder's rights shall 20 be exercised under and governed by AS 10.06.574 - 10.06.582 as if the conversion 21 were a merger. 22 Sec. 06.26.680. Authority to purchase assets of another trust company. 23 (a) A trust company with the prior written approval of the department may purchase 24 all or substantially all of the assets of another trust company, including the right to 25 control accounts established with the trust accounts. Except as otherwise expressly 26 provided by another statute, the purchase by a trust company of all or part of the assets 27 of another trust company does not make the purchasing trust company responsible for 28 a liability or obligation of the selling trust company that the purchasing trust company 29 does not expressly assume. Except as otherwise provided by statute, AS 06.26.450 - 30 06.26.480 do not govern or prohibit the purchase by a trust company of all or part of 31 the assets of a person who is not a trust company or an exempt private fiduciary. 01 (b) To purchase assets under (a) of this section, a trust company shall file with 02 the department an application in the form required by the department. The department 03 shall investigate the condition of the purchaser and seller and may require the 04 submission of additional information it considers necessary to make an informed 05 decision. The department shall approve the purchase if 06 (1) the purchasing trust company will be solvent after the purchase and 07 have sufficient capitalization for its operations and location; 08 (2) the purchasing trust company has complied with all applicable 09 statutes and regulations in this state; 10 (3) all fiduciary obligations and liabilities of the purchasing trust 11 company and selling trust company have been properly discharged or otherwise 12 lawfully assumed by the purchasing trust company; 13 (4) all conditions imposed by the department have been satisfied or 14 otherwise resolved; and 15 (5) all expenses incurred by the department and all required fees have 16 been paid. 17 (c) A purchase under this section is effective on the date the department 18 approves the purchase unless the purchase agreement provides for, and the department 19 consents to, a different effective date. 20 Sec. 06.26.690. Authority to act as disbursing agent. A purchasing trust 21 company may hold the purchase price and any additional money or other assets 22 delivered to it by the selling trust company in trust for the selling trust company and 23 may act as an agent of the selling trust company in disbursing the money or other 24 assets by paying the creditors of the selling trust company. If the purchasing trust 25 company acts under a written contract of agency approved by the department that 26 specifically names each creditor and the amount to be paid each creditor, and if the 27 agency is limited to the purely ministerial act of paying creditors the amounts due 28 them as determined by the selling trust company and reflected in the contract of 29 agency and does not involve discretionary duties or authority other than the 30 identification of the creditors named, the purchasing trust company 31 (1) may rely on the contract of agency and the instructions included in 01 it; and 02 (2) is not responsible for 03 (A) an error made by the selling trust company when 04 determining its liabilities, the creditors to whom the liabilities are due, or the 05 amounts due to the creditors; or 06 (B) a preference that results from the payments made under the 07 contract of agency and the instructions included in the contract. 08 Sec. 06.26.700. Liquidation of selling trust company. If a selling trust 09 company is at any time after the sale of assets voluntarily or involuntarily closed for 10 liquidation by a state or federal regulatory agency, the purchasing trust company shall 11 pay to the receiver of the selling trust company the balance of the money or other 12 assets held by the purchasing trust company in trust for the selling trust company and 13 not yet paid to the creditors of the selling trust company. Without further action, the 14 purchasing trust company is then discharged of all responsibilities to the selling trust 15 company and the selling trust company's receiver, creditors, and shareholders. 16 Sec. 06.26.710. Payment to creditors. A purchasing trust company may pay 17 a creditor of the selling trust company the amount to be paid the creditor under the 18 terms of the contract of agency entered into under AS 06.26.690 by opening an agency 19 account in the name of the creditor, crediting the account with the amount to be paid 20 the creditor under the terms of the agency contract, and mailing or personally 21 delivering a duplicate of the written evidence of the credit to the creditor at the 22 creditor's address shown in the records of the selling trust company. With regard to 23 the creditor, the purchasing trust company is an agent of the selling trust company 24 only to the extent of the credit reflected by the written evidence of the credit. 25 Sec. 06.26.720. Sale of assets. (a) The board of a trust company, with the 26 department's approval, may cause a trust company to sell all or substantially all of its 27 assets, including the right to control accounts established with the trust company for 28 trust assets, without shareholder approval if the department finds 29 (1) the interests of the trust company's creditors and depositors and 30 other customers are not jeopardized because of an unsafe or unsound condition of the 31 trust company; 01 (2) the sale is in the best interest of the trust company's creditors and 02 depositors and other customers; and 03 (3) the Federal Deposit Insurance Corporation or its successor 04 approves the transaction unless the deposits of the trust company are not insured by 05 the Federal Deposit Insurance Corporation or its successor. 06 (b) A sale under this section must include an assumption and promise by the 07 purchaser to pay or otherwise discharge 08 (1) all of the trust company's liabilities to customers; 09 (2) all of the trust company's liabilities for the salaries of the trust 10 company's employees incurred before the date of the sale; 11 (3) the obligations incurred by the department arising out of the 12 supervision or sale of the trust company; and 13 (4) the fees and any other payment due to the department under this 14 chapter and assessments due to the department under AS 06.01.010. 15 (c) This section does not limit the incidental power of a trust company to buy 16 and sell assets in the ordinary course of its operations. 17 (d) The sale by a trust company of all or substantially all of its assets with 18 shareholder approval is considered a voluntary dissolution and liquidation and is 19 governed by AS 06.26.730 - 06.26.800. 20 Article 10. Dissolution and Liquidation. 21 Sec. 06.26.730. Voluntary liquidation. (a) Without department approval, a 22 trust company may not cease acting as a fiduciary in this state and voluntarily 23 surrender its certificate of authority and as a consequence be relieved of the necessity 24 to comply with the requirements of this chapter. 25 (b) A trust company proposing to cease acting as a fiduciary in this state shall 26 submit to the department 27 (1) a certified copy of a resolution of the trust company's board of 28 directors reflecting the board's decision that the trust company should cease acting as a 29 fiduciary in this state; and 30 (2) the trust company's plan adopted by its board for winding up its 31 fiduciary operations in this state. 01 (c) The department may approve or disapprove the trust company's plan for 02 winding up its fiduciary operations in this state based on the department's evaluation 03 of whether the plan provides adequate protection for those persons and interests for 04 whom the trust company acts as a fiduciary. The department's approval may be 05 subject to any condition the department determines appropriate under the 06 circumstances. 07 (d) During the implementation of a trust company's plan for winding up its 08 fiduciary operations in this state, the department retains the authority to supervise the 09 trust company and may conduct any examination relating to either the trust company 10 or the plan for winding up that the department considers necessary or appropriate. 11 (e) If the department has reason to conclude that the trust company is not 12 safely or expeditiously implementing the approved plan for winding up the trust 13 company's fiduciary operations in this state, the department may 14 (1) begin revocation proceedings under AS 06.26.740; 15 (2) take possession of the trust company's trust business in this state in 16 the same manner, with the same effect, and subject to the same rights accorded to the 17 trust company under AS 06.26.750. 18 (f) The department shall cancel the trust company's certificate of authority if 19 the department approves the trust company's plan for winding up its fiduciary 20 operations in this state and if all of the following conditions that apply to the trust 21 company have been met: 22 (1) the trust company has completed its plan for winding up its 23 fiduciary operations in this state consistent with any conditions that the department 24 imposed on the plan under (c) of this section; 25 (2) the trust company has been relieved under all applicable laws of all 26 duties as trustee, executor, administrator, registrar of stocks and bonds, or any other 27 type of fiduciary position under court, private, or other appointment that the trust 28 company had accepted; 29 (3) if the trust company has its principal place of business in this state, 30 the trust company has, under all applicable laws, wound up its fiduciary operations in 31 each of the other jurisdictions where the trust company solicited appointment or 01 served as a fiduciary, or otherwise acted as a fiduciary; 02 (4) if the trust company has its principal place of business in this state 03 and is not authorized to engage in activities other than acting as a fiduciary, the trust 04 company is being liquidated under AS 06.26.760 - 06.26.800. 05 (g) Upon the department's canceling the trust company's certificate of 06 authority, the trust company may not without obtaining a new certificate of authority 07 act as a fiduciary in this state, or in any jurisdiction. 08 Sec. 06.26.740. Revocation. (a) If the department determines that any of the 09 following factors exist, the department may revoke, consistent with AS 06.01.030 and 10 regulations adopted by the department under AS 06.01.030 and this chapter, a trust 11 company's certificate of authority: 12 (1) the existence of the trust company, or its authority to act as a 13 fiduciary, has been terminated or suspended under the laws of the state or other 14 jurisdiction in which the trust company is organized; 15 (2) the trust company's authority to act as fiduciary has been 16 terminated or suspended under the laws of the state or other jurisdiction in which the 17 trust company is organized, or its license to act as a fiduciary has been terminated or 18 suspended under the laws of any other jurisdiction in which the trust company had 19 been authorized to act as a fiduciary; 20 (3) a receiver, liquidator, or conservator has been appointed for the 21 trust company under the laws of the state or other jurisdiction in which the trust 22 company is organized, or for its operation in any other jurisdiction in which the trust 23 company operates; 24 (4) the trust company is violating or has violated or the department has 25 reasonable cause to believe is about to violate 26 (A) a law or regulation; 27 (B) a condition imposed by the department in writing in 28 connection with approving an application or notice under this chapter or 29 granting any other request of the trust company under this chapter; 30 (C) a written agreement that the trust company entered into 31 with the department; 01 (D) a cease and desist order issued by the department under 02 AS 06.01.030; 03 (5) the trust company is engaging in or has engaged in, or the 04 department has reasonable cause to believe the trust company is about to engage in an 05 unsafe or unsound practice; 06 (6) the trust company has ceased to pay its debts in the ordinary course 07 of business, is incapable of paying its debts as they mature, has liabilities in excess of 08 its assets, or is subject to or has applied for an adjudication in bankruptcy, 09 reorganization, or other relief under any bankruptcy, reorganization, insolvency, or 10 moratorium law; 11 (7) the trust company has ceased to act as a fiduciary in this state; 12 (8) the trust company has failed to pay any fees, charges, forfeitures, 13 penalties, or other payment due to the department under this title. 14 (b) If the department has reasonable cause to believe any of the factors 15 identified in (a) of this section is true, and if the department determines it is necessary 16 to protect the persons and interests in this state for whom the trust company acts as a 17 fiduciary or to protect the property in this state to which the trust company holds title 18 as a fiduciary or in which the trust company holds an interest as a fiduciary, the 19 department may immediately suspend the trust company's certificate of authority. 20 Sec. 06.26.750. Authority to take possession. If the department revokes a 21 trust company's certificate of authority under AS 06.26.740(a), the department may 22 take possession of the trust company's fiduciary operations in this state and may 23 appoint a receiver for the liquidation of the trust company's fiduciary operations in this 24 state. If the trust company has its principal place of business in this state, the 25 department may take possession of, and appoint a receiver for the liquidation of all the 26 trust company's fiduciary operations wherever they are conducted. 27 Sec. 06.26.760. Department in possession. (a) When the department has 28 taken possession of a trust company, it is vested with the full and exclusive power of 29 management and control, including the power to act as a trustee for trust assets, to 30 continue or discontinue the operation of the trust company, to stop or limit the 31 payment of the trust company's obligations, to employ necessary assistants, to execute 01 an instrument in the name of the trust company, to commence, defend, and conduct in 02 the trust company's name any action or proceeding to which the trust company may be 03 a party, to terminate the possession by restoring the trust company to its board, and to 04 reorganize or liquidate the trust company under this chapter. As soon as practicable 05 after taking possession, the department shall make an inventory of the trust assets and 06 the trust company assets and file a copy of the inventory with the superior court. 07 (b) When the department has taken possession, the following dates are 08 postponed until six months after the possession begins: 09 (1) notwithstanding other provisions of law, the date on which any 10 period of limitation fixed by a statute or agreement would otherwise expire on a claim 11 or right of action of the trust company; or 12 (2) the date on which an appeal must be taken or a pleading or other 13 document must be filed by the trust company in any pending court action or other 14 proceeding. 15 (c) A judgment, lien, or attachment may not be enforced against trust company 16 assets while the assets are in possession of the department. Upon the election of the 17 department in connection with a liquidation or reorganization, 18 (1) any lien or attachment, other than an attorney's or mechanic's lien, 19 obtained upon a trust company asset during the department's possession or within four 20 months before beginning that possession may be vacated, except liens created by the 21 department while in possession; and 22 (2) any transfer of trust company assets made after or in contemplation 23 of the trust company's insolvency or in anticipation of the department's takeover, with 24 intent to effect a preference of one creditor over another creditor or to prevent the 25 distribution of the trust company assets according to law, is void. 26 (d) The department may borrow money in the name of the trust company in 27 the department's possession and may pledge trust company assets as security for the 28 loan. 29 (e) All necessary and reasonable expenses resulting from the department's 30 possession of a trust company and of its reorganization or liquidation shall be paid 31 from trust company assets. 01 Sec. 06.26.770. Reorganization. (a) If the department decides to reorganize 02 a trust company, the department, after providing an opportunity for a hearing to all 03 interested parties, shall enter an order proposing a reorganization plan. The 04 department shall send a copy of the plan to each depositor and other customers and to 05 each creditor who will not receive payment of a claim in full under the plan and a 06 notice that, unless within 30 days the plan is disapproved in writing by persons 07 holding one-third or more of the aggregate amount of the claims, the department will 08 reorganize the trust company. 09 (b) A plan of reorganization may not be established under this chapter unless, 10 in the opinion of the department, 11 (1) the plan is fair to all classes of depositors, other customers, 12 creditors, and shareholders; 13 (2) subject to a fair adjustment for new capital that a class will pay 14 under the plan, the face amount of the trust company asset interest provided to a class 15 of depositors, other customers, creditors, or shareholders under the plan does not 16 exceed the value of the assets at liquidation less the full amount of the claims of all 17 prior classes; 18 (3) the plan provides for the issuance of common stock in an amount 19 that will provide an adequate ratio to deposits; 20 (4) any exchange of new common stock for obligations or stock of the 21 trust company will be made 22 (A) in the inverse order of the priorities in liquidation of the 23 classes that will retain an interest in the trust company; and 24 (B) upon terms that adjust in a fair manner any change in the 25 relative interest of the respective classes that will be produced by the 26 exchange; 27 (5) the plan assures the removal of a director, an officer, or an 28 employee responsible for a problem identified by the department, including an unsafe, 29 unsound, or unlawful action or the existence of an unsafe or unsound condition; 30 (6) any merger or consolidation provided by the plan complies with 31 this chapter. 01 (c) When in the course of reorganization, supervening conditions render a plan 02 of reorganization unfair or its execution impractical, the department may modify the 03 plan or liquidate the trust company. 04 Sec. 06.26.780. Involuntary liquidation powers. (a) When liquidating a 05 trust company, the department may exercise any power incidental to liquidating a trust 06 company, but it may not, without the approval of the superior court, 07 (1) sell trust company assets having an appraised value in excess of 08 $100,000; 09 (2) compromise or release a claim that exceeds $100,000 exclusive of 10 interest; 11 (3) make full payment on a claim, other than a claim upon an 12 obligation incurred by the department, before preparing and filing a schedule of the 13 department's determinations under AS 06.26.790(d)(3). 14 (b) Within six months after beginning the liquidation of a trust company, the 15 department may terminate an executory contract for services or advertising to which 16 the trust company is a party or an obligation of the trust company as a lessee. A lessor 17 who receives 60 days' notice of the department's decision to terminate a lease does not 18 have a claim for rent other than rent accrued to the date of termination or for damages 19 due to the termination. 20 (c) As soon as practical after beginning the involuntary liquidation of a trust 21 company, the department shall take the steps necessary to terminate all fiduciary 22 positions held by the trust company, to surrender all property held by the trust 23 company as a fiduciary, and to settle the trust accounts of the trust company. 24 Sec. 06.26.790. Claims. (a) As soon as practical after beginning the 25 liquidation of a trust company, the department shall 26 (1) mail a notice of the liquidation proceedings to the last known post 27 office address of each depositor, creditor, lessee of a safe deposit box, bailor of 28 property, and trustor and beneficiary of trust assets held by the trust company; 29 (2) post a notice of the proceedings conspicuously on the premises of 30 the trust company; and 31 (3) publish a notice that the department determines to be appropriate 01 for the proceedings. 02 (b) The department shall mail with the notice sent under (a)(1) of this section a 03 statement of the amount shown on the trust company's records to be the claim of the 04 depositor or creditor. The notice must also include a demand that a person who is 05 entitled to property held by the trust company as bailee or trustee or in a safe deposit 06 box of the trust company withdraw the property within 30 days. The notice must 07 direct those depositors and creditors who claim amounts different from the amounts in 08 the notice to file their claims with the trust company under the procedure described in 09 the notice and before a specified date. The specified day may not be less than 60 days 10 from the date of the first publication of the notice. 11 (c) A safe deposit box whose contents have not been removed within 30 days 12 after demand shall be opened. The department shall retain the contents of the box and 13 the other unclaimed property held by the trust company as bailee until the conclusion 14 of the liquidation proceedings. At the conclusion of the liquidation proceedings under 15 this section, the property held by the department under this subsection is considered 16 abandoned, and the department shall deliver the property to the Department of 17 Revenue under AS 34.45.110 - 34.45.780. 18 (d) Within six months after the last day specified in the notice for the filing of 19 claims, or within a longer period if allowed by the superior court, the department shall 20 (1) reject a claim that it determines to be invalid; 21 (2) determine the amount, if any, owing to each known creditor or 22 depositor and the priority class of the person's claim under this chapter; 23 (3) prepare a schedule of its determinations for filing in the superior 24 court; 25 (4) publish a notice in a newspaper once each week for three 26 successive weeks, of the times and places where the schedule of determinations will 27 be available for inspection and the date when the department will file its schedule in 28 court; the date may not be sooner than 30 days after the first publication. 29 (e) Within 30 days after the filing with the superior court of the department's 30 schedule under (d)(3) of this section, a creditor, depositor, or stockholder may file 31 with the court an objection to a determination. The court shall hear and determine the 01 filed objections after the notice to the department and interested claimants that the 02 court establishes. If the court sustains an objection, the court shall direct that the 03 schedule be modified appropriately. 04 (f) After filing its schedule, the department may make partial distribution to 05 the holders of the claims that are undisputed or are allowed by the court if an adequate 06 reserve is established for the payment of disputed claims. As soon as practicable after 07 the determination of all objections, the department shall make the final distribution. 08 (g) The following claims have priority in liquidation proceedings, in the order 09 listed: 10 (1) obligations incurred by the department in liquidating the trust 11 company; 12 (2) wages and salaries of officers and employees earned during the 13 three-month period preceding the department's possession in an amount not exceeding 14 $3,000 for each person; 15 (3) fees and assessments owed by the trust company to the department; 16 (4) deposits; 17 (5) claims secured by trust company assets. 18 (h) After the payment of all other claims, including interest at the rate of 10.5 19 percent a year, the department shall pay claims that are otherwise valid but that were 20 not filed within the time prescribed. 21 (i) If the sum available for a class of creditors is insufficient to provide 22 payment in full, the sum shall be distributed pro rata to the claimants in the class. 23 (j) Unclaimed property remaining after the completion of the liquidation 24 proceedings under this section is presumed abandoned, and the property shall be 25 delivered to the Department of Revenue for handling under AS 34.45.110 - 34.45.780. 26 (k) After payment of the expenses of the liquidation and the claims against the 27 trust company arising from its fiduciary obligations in this state under AS 06.26.760 - 28 06.26.800, the receiver shall distribute any remaining money or other assets from the 29 liquidation of the trust company's fiduciary operations in this state equitably among, as 30 applicable, the receivers for liquidation of the trust company's fiduciary operations in 31 other states of the United States and under the laws of the United States, for payment 01 of the expenses of liquidation and claims against the trust company's fiduciary 02 operations. If the trust company's fiduciary operations are not being liquidated in 03 another state or under the laws of the United States, the receiver shall, after satisfying 04 the requirements of AS 06.26.760 - 06.26.800, pay any remaining money or other 05 assets from the liquidation of the trust company's fiduciary operations in this state to 06 the trust company. 07 (l) When the receiver has completed the liquidation of the trust company's 08 fiduciary operations in this state, the receiver shall, with notice to the department, 09 petition the court for an order declaring the trust company's fiduciary operations in this 10 state properly wound up under AS 06.26.760 - 06.26.800. Upon the filing of the 11 petition, the court shall proceed as provided in AS 06.26.760 - 06.26.800. 12 (m) An order issued by the court under a petition filed under (l) of this section 13 may only declare the trust company's fiduciary operations in this state have been 14 properly wound up and may not declare the trust company is dissolved. The court 15 may make whatever additional orders and grant whatever additional relief that the 16 court determines is proper under the evidence submitted. 17 (n) After an order is issued under (m) of this section declaring the trust 18 company's fiduciary operations in this state are properly wound up, 19 (1) the trust company shall, except for any further winding up, cease 20 acting as a fiduciary in this state or in any jurisdiction; and 21 (2) the receiver shall promptly file with the department a copy of the 22 order certified by the clerk of the court. 23 Sec. 06.26.800. Federal Deposit Insurance Corporation as receiver or 24 liquidator. The department may appoint the Federal Deposit Insurance Corporation 25 or its successor as receiver for a trust company that the department has taken 26 possession of if the deposits of the trust company are insured by that corporation or its 27 successor. Upon filing with the court a certificate indicating the acceptance of the 28 appointment by the Federal Deposit Insurance Corporation or its successor, the 29 possession of and title to all the assets, business, and property of the trust company are 30 transferred to that corporation. The department is then relieved of all responsibility 31 and liability with respect to the reorganization or liquidation of the trust company. 01 The Federal Deposit Insurance Corporation or its successor may liquidate, reorganize, 02 merge, or consolidate the trust company in the manner permitted by the laws of the 03 United States or by this chapter, and possesses all the rights, powers, duties, and 04 obligations of the department in the liquidation, reorganization, merger, or 05 consolidation of the trust company under this chapter. 06 Article 11. Interstate State Trust Company, Interstate National 07 Trust Company, and International Trust Company Offices. 08 Sec. 06.26.810. Fiduciary operations at a branch or trust office. (a) An 09 interstate state trust company, interstate national trust company, or international trust 10 company may not act as a fiduciary in this state unless the trust company maintains a 11 trust office in this state as permitted under AS 06.26.810 - 06.26.895. 12 (b) If an interstate state trust company, interstate national trust company, or 13 international trust company establishes or acquires a trust office in this state under 14 AS 06.26.810 - 06.26.895, the trust company may conduct at the trust office any 15 activity that a trust company may conduct at a trust office under this chapter. 16 Sec. 06.26.820. Establishing or acquiring a trust office. If an interstate state 17 trust company, interstate national trust company, or international trust company that 18 does not operate a trust office in this state meets the requirements of AS 06.26.810 - 19 06.26.895, the trust company may establish a new trust office in this state or acquire a 20 trust office in this state that is in existence at the time of acquisition. 21 Sec. 06.26.830. Requirement of notice. To establish a new trust office or 22 acquire a trust office that is in existence at the time of acquisition in this state under 23 AS 06.26.810 - 06.26.895, an interstate state trust company, interstate national trust 24 company, or international trust company shall provide, or cause its home jurisdiction 25 regulator to provide, written notice of the proposed transaction to the department on or 26 after the date on which the trust company applies to its home jurisdiction regulator for 27 approval to establish or acquire the trust office. The trust company shall file with the 28 notice and maintain a copy of a resolution adopted by the board of the trust company 29 authorizing the establishment or acquisition of the office and shall pay the filing fee 30 established by the department by regulation. 31 Sec. 06.26.840. Conditions for approval. (a) An interstate state trust 01 company or international trust company may not establish or acquire a trust office in 02 this state under AS 06.26.810 - 06.26.895 unless 03 (1) the trust company confirms in writing to the department that, while 04 the trust company maintains a trust office in this state, the trust company will comply 05 with all applicable laws of this state, including, except where the context or this 06 section indicates otherwise, the provisions of this chapter applicable to trust 07 companies organized under this chapter; 08 (2) the trust company provides satisfactory evidence to the department 09 of compliance with the 10 (A) requirements for foreign corporations under AS 10.06; and 11 (B) applicable requirements of its home jurisdiction regulator 12 for establishing or acquiring and maintaining the office; 13 (3) the department, acting within 90 days after receiving notice under 14 AS 06.26.830, certifies to the home jurisdiction regulator that the requirements of 15 AS 06.26.810 - 06.26.895 have been met and the notice has been approved or, if 16 applicable, that any conditions imposed by the department under (b) of this section 17 have been satisfied; 18 (4) the department receives evidence from the trust company that the 19 department determines clearly demonstrates that the establishment or acquisition will 20 serve the public interest and well-being; the evidence must address the factors listed in 21 AS 06.26.090(b); and 22 (5) the department has received all required fees and the affidavit of 23 publication required by AS 06.26.100(b). 24 (b) An interstate state trust company or international trust company may begin 25 acting as a fiduciary at a trust office on the 91st day after the date that the department 26 receives the notice under (a) of this section for the trust office unless the department 27 specifies a different date. 28 (c) The department may extend the 90-day period of review provided by (a) of 29 this section if the department determines that the written notice raises issues that 30 require additional information or additional time for analysis by the department. If the 31 department extends the 90-day period of review, the trust company may establish the 01 trust office only after written approval by the department. 02 (d) The department may deny an interstate state trust company or international 03 trust company permission to establish or acquire the trust office if the department finds 04 that the trust company lacks sufficient financial resources to undertake the proposed 05 expansion without adversely affecting its safety or soundness or that the proposed trust 06 office would be contrary to the public interest. When acting on the notice provided 07 under (a) of this section, the department shall consider the views of the home 08 jurisdiction regulator. 09 (e) If an interstate state trust company or international trust company is not 10 required by AS 10.06 or another law of this state to maintain a registered agent in this 11 state, the trust company shall file a written consent with the department permitting the 12 commissioner to act as the agent for the trust company for service of process in a court 13 action arising out of or connected with the proposed trust office. 14 (f) An interstate national trust company may not establish or acquire a trust 15 office in this state unless the trust company provides satisfactory evidence to the 16 department of compliance with the applicable requirements of its home jurisdiction 17 regulator for establishing or acquiring and maintaining the office. 18 Sec. 06.26.850. Representative office business; registration. (a) An 19 interstate state trust company, interstate national trust company, or international trust 20 company may not provide fiduciary services, but may otherwise engage in trust 21 business, at a representative office as permitted by AS 06.26.810 - 06.26.895. 22 (b) Subject to the requirements contained in AS 06.26.810 - 06.26.895, an 23 interstate state trust company, interstate national trust company, or international trust 24 company may establish or acquire representative offices in any location in this state. 25 (c) If an interstate state trust company or international trust company that does 26 not maintain a trust office in this state wants to establish or acquire a representative 27 office in this state, the trust company shall file a notice with the department on a form 28 prescribed by the department. The trust company shall furnish a copy of a resolution 29 adopted by its board authorizing the establishment or acquisition of the representative 30 office and shall pay the filing fee established by the department by regulation. The 31 notice required under this subsection must provide the name of the trust company, the 01 location of the proposed representative office, and satisfactory evidence that the trust 02 company is chartered or otherwise organized in another jurisdiction to act as a 03 fiduciary. 04 (d) An interstate state trust company or international trust company may 05 commence business at a representative office on the 61st day after the date that the 06 department receives the notice required under (c) of this section unless the department 07 specifies a different date. 08 (e) The department may extend the 60-day period of review provided by (d) of 09 this section if the department determines that the written notice raises issues that 10 require additional information or additional time for analysis by the department. If the 11 60-day period of review is extended, the trust company may establish the 12 representative office only after written approval by the department. 13 (f) In addition to the other requirements of this section, in order to receive 14 permission to establish or acquire a representative office in this state, an interstate 15 state trust company or international trust company must have sufficient financial 16 resources to undertake the proposed expansion without adversely affecting its safety or 17 soundness and the proposed representative office may not be contrary to the public 18 interest. When acting on the notice provided under (c) of this section, the department 19 shall consider the views of the home jurisdiction regulator. 20 (g) The department may determine by order that an interstate state trust 21 company or international trust company does not meet the requirements for 22 establishing or acquiring a representative office in this state under this section. An 23 order issued under this subsection is effective on the date of its issuance or on another 24 date as the department may determine. 25 (h) An interstate national trust company shall give the department notice of its 26 intent to establish or acquire a representative office in this state. 27 Sec. 06.26.860. Additional trust offices. If an interstate state trust company 28 or international trust company maintains a trust office in this state under AS 06.26.810 29 - 06.26.895, the trust company may establish or acquire additional trust offices or 30 representative offices in this state to the same extent and in the same manner that a 31 trust company may establish or acquire branch offices in this state under the 01 procedures for establishing or acquiring branch offices under AS 06.26.160. 02 Sec. 06.26.870. Examinations; periodic reports; cooperative agreements; 03 assessment of fees. (a) When the department considers it necessary to protect the 04 public interest, the department or a competent person designated by the department 05 may examine an interstate state trust company or international trust company that has 06 a trust office or a representative office in the state. The trust company shall pay a fee 07 established under AS 06.01.010 for the examination. 08 (b) The department may require periodic reports from an interstate state trust 09 company or international trust company if the trust company maintains a trust office in 10 this state and from a bank holding company that controls the trust company. The 11 reports shall be made under oath and filed as frequently as required by the department. 12 The reports must contain the information and detail that the department determines to 13 be appropriate as required under regulations adopted by the department. 14 (c) If an interstate state trust company or international trust company 15 maintains a trust office or a representative office in this state, the trust company may 16 be assessed and, if assessed, shall pay supervisory and examination fees as required by 17 the laws of this state and regulations of the department. Fees may be shared with other 18 governmental regulators or any organization affiliated with or representing 19 governmental regulators under agreements between the department and the regulators 20 or organization. 21 Sec. 06.26.880. Enforcement. (a) Consistent with AS 06.01.030 and 22 regulations adopted by the department under AS 06.01.030 or this chapter, the 23 department may determine that 24 (1) an office maintained by an interstate state trust company or 25 international trust company is being operated in violation of a provision of the laws of 26 this state or in an unsafe and unsound manner; or 27 (2) an interstate state trust company or international trust company is 28 engaged in an activity that the trust company may not engage in under this chapter. 29 (b) If either of the conditions in (a) of this section exists, the department may 30 take the enforcement actions it would be empowered to take if the office or the 31 company were a trust company established under this chapter, including issuing an 01 order temporarily or permanently prohibiting the trust company from acting as a 02 fiduciary in this state. 03 (c) If a matter involves extraordinary circumstances that require immediate 04 action, the department may take any action permitted by this section without providing 05 notice or an opportunity for a hearing before taking the action. The department shall 06 promptly give notice to the home jurisdiction regulator of each enforcement action 07 taken against an interstate state trust company or international trust company and, to 08 the extent practicable, shall consult and cooperate with the home jurisdiction regulator 09 when pursuing and resolving an enforcement action. 10 Sec. 06.26.890. Notice of subsequent merger, consolidation, or closing. If 11 an interstate state trust company, interstate national trust company, or international 12 trust company maintains a trust office or a representative office in this state under this 13 chapter, the trust company shall give at least 60 days' prior written notice, or, in the 14 case of an emergency transaction, shorter notice that is consistent with applicable state 15 and federal law, to the department of 16 (1) a merger, consolidation, or other transaction that would cause a 17 change of control with respect to the trust company or any bank holding company that 18 controls the trust company if an application would be required to be filed under 12 19 U.S.C. 1817(j) (Change in Bank Control Act of 1978) or 12 U.S.C. 1841 - 1850 (Bank 20 Holding Company Act of 1956); 21 (2) a transfer of all or substantially all of the trust accounts or trust 22 assets of the trust company to another person; 23 (3) the closing or other disposition of any trust office of the trust 24 company in this state. 25 Sec. 06.26.895. Definitions. In AS 06.26.810 - 06.26.895, 26 (1) "international trust company" means an international trust company 27 whose home office is not located in this state; 28 (2) "interstate national trust company" means an interstate national 29 trust company whose home office is not located in this state; 30 (3) "interstate state trust company" means an interstate state trust 31 company whose home office is not located in this state. 01 Article 12. Miscellaneous Provisions. 02 Sec. 06.26.900. Powers of department. The department may 03 (1) exercise general supervision over trust companies, interstate trust 04 companies, and international trust companies, and the subsidiaries and affiliated 05 corporations of trust companies, interstate state trust companies, and international trust 06 companies; 07 (2) in addition to other authority in this chapter to adopt regulations, 08 adopt regulations necessary to interpret and implement this chapter, including 09 regulations providing for the retention and preservation of records; 10 (3) review and approve or disapprove applications for trust companies 11 under AS 06.26.090, trust company branch offices under AS 06.26.160, representative 12 offices under AS 06.26.170, and trust offices and representative offices under 13 AS 06.26.810 - 06.26.895; 14 (4) issue permits authorizing trust company holding companies to do 15 business in this state; 16 (5) determine for each trust company the amount of paid-in capital 17 necessary to operate under AS 06.26.120; 18 (6) review and approve transfers of trust company ownership under 19 AS 06.26.450; 20 (7) perform examinations of trust companies, branch offices, 21 representative offices, and subsidiaries of trust companies and private fiduciaries 22 under AS 06.01.015 and this chapter; 23 (8) relieve a trust company from the examination requirements of 24 AS 06.01.015 if the trust company's deposits are insured by the Federal Deposit 25 Insurance Corporation, a successor of the Federal Deposit Insurance Corporation, or 26 another agency of the United States that insures trust company deposits; 27 (9) approve under AS 06.26.190 the operation of a branch trust 28 company on a schedule different than normal banking days; 29 (10) approve the operation by a trust company of an automated teller 30 machine in accordance with AS 06.05; 31 (11) approve certain trust company subsidiaries; 01 (12) approve the acceptance by a trust company of the trust company's 02 stock or of the stock of the trust company's holding company as security for a loan 03 under circumstances approved by the department; 04 (13) restrict the withdrawal of deposits from a trust company if the 05 department finds that extraordinary circumstances make restriction necessary for the 06 proper protection of depositors; 07 (14) require a trust company to 08 (A) maintain its capital and reserve accounts in amounts 09 determined appropriate by the department; 10 (B) observe the methods and standards that the trust company 11 adopts for determining the value of various types of assets; 12 (C) charge off part or all of an asset that has not been lawfully 13 acquired; 14 (D) write down an asset to its market value; 15 (E) record liens and other interests in property; 16 (F) obtain a financial statement from a borrower or prospective 17 borrower to the extent that the trust company can obtain the statement; 18 (G) obtain insurance against damage to real property taken as 19 security; 20 (H) search or obtain insurance on the title to real property taken 21 as security; 22 (I) maintain adequate insurance against risks as the department 23 determines necessary and appropriate for the protection of depositors and the 24 public; 25 (J) charge off that portion of an asset classified as a loss, or 26 charge off or reserve up to 50 percent of loans classified as doubtful, in a state 27 or federal report of examination; or 28 (K) charge off all debts owed to the trust company in which 29 interest is past due and unpaid for a period of six months, unless the debt 30 principal is adequately secured and the trust company is in the process of 31 collection; 01 (15) require the board of directors of a trust company to hold a meeting 02 under AS 06.26.520; 03 (16) order the removal of a board member of a trust company under 04 AS 06.26.510; 05 (17) order a trust company to suspend the payment of dividends under 06 AS 06.26.120 and regulations adopted by the department; 07 (18) require a trust company to increase its capital accounts under 08 AS 06.26.120; 09 (19) take possession of a trust company in the manner provided in 10 AS 06.26.730 - 06.26.750, and operate, reorganize, or liquidate the trust company after 11 taking possession; 12 (20) issue an order under AS 06.01.030 that the department determines 13 is necessary to ensure compliance with this chapter; and 14 (21) exercise other powers expressly or implicitly granted under this 15 chapter. 16 Sec. 06.26.905. Cooperative agreements. (a) The department may enter into 17 cooperative, coordinating, or information-sharing agreements with other governmental 18 regulators or with an organization affiliated with or representing governmental 19 regulators to handle the periodic examination or other supervision of a trust office that 20 is located in this state and owned by an interstate state trust company or of a trust 21 office that is located in a host state and owned by a trust company. Under the 22 agreements, the department may accept reports of examination and reports of 23 investigation instead of conducting the department's own examinations or 24 investigations. 25 (b) The department may enter into joint enforcement action agreements with 26 other governmental regulators having concurrent jurisdiction over a trust company that 27 is located in this state and owned by an interstate state trust company organized in 28 another state or over a trust office that is located in a host state and owned by a trust 29 company. 30 (c) Notwithstanding the existence of an agreement under this section, the 31 department may at any time make an examination or take independent supervisory or 01 enforcement action if the department determines that the examination or action is 02 necessary or appropriate to carry out the department's responsibilities under this 03 chapter or to ensure compliance with the laws of this state. 04 Sec. 06.26.910. Appeals. (a) A person may appeal to the department 05 (1) a denial of an application under AS 06.26.090(e); 06 (2) an order under AS 06.26.120 to increase or adjust capital; 07 (3) a denial under AS 06.26.150 of a change of the location of a home 08 office under AS 06.26.150; 09 (4) a denial under AS 06.26.160 of permission for a trust company to 10 establish a branch office; 11 (5) a denial under AS 06.26.170 of permission to establish or acquire 12 a representative office; 13 (6) a denial under AS 06.26.180(d) of permission to establish an office 14 outside this state; 15 (7) a denial of a private fiduciary exemption under AS 06.26.200 and 16 06.26.210; 17 (8) the conditions or limitations established for an exemption under 18 AS 06.26.200(d); 19 (9) the revocation of an exemption under AS 06.26.230; 20 (10) a denial of permission for a private fiduciary to convert to a trust 21 company under AS 06.26.240; 22 (11) a denial under AS 06.26.470 of an application to acquire control 23 of a trust company; 24 (12) the disapproval under AS 06.26.650 of a conversion, merger, or 25 consolidation; 26 (13) a denial under AS 06.26.840(d) of permission to establish or 27 acquire a trust office in this state; 28 (14) a denial under AS 06.26.850(g) of permission to establish or 29 acquire a representative office in this state; and 30 (15) a denial under AS 06.26.860 of permission for additional trust 31 offices or representative offices. 01 (b) The department shall adopt regulations, consistent with the provisions of 02 this chapter, establishing the procedures for appeals allowed under (a) of this section. 03 (c) The provisions of AS 44.62 (Administrative Procedure Act), including 04 judicial review under AS 44.62.560, apply to an appeal under this chapter to the extent 05 the provisions of AS 44.62 do not conflict with the procedures established under (b) of 06 this section or other provisions of this chapter. 07 Sec. 06.26.920. Civil enforcement. The department may bring any 08 appropriate civil court action against a person who the department determines has 09 committed or is about to commit a violation of this chapter. 10 Sec. 06.26.930. Trust company reports to the department; publication of 11 reports. (a) A trust company shall make at least four reports of its condition each 12 year to the department as required by and on forms prescribed by the department. 13 Each report shall be signed by a duly authorized officer of the trust company verified 14 by at least one independent director, and each verifying director shall certify under 15 oath that the director has personal knowledge of the facts stated in the report and that 16 the facts are true. Each report must exhibit in detail and under appropriate headings 17 the resources and liabilities of the trust company and must be received by the 18 department within 30 calendar days after the end of the period covered by the report. 19 (b) The department may require that a trust company submit special reports 20 whenever the department considers a report necessary in order to obtain full 21 knowledge of the trust company's condition. 22 (c) In addition to the other reports required by this section, a trust company 23 shall make at least one report of income and dividends to the department each year. 24 The trust company shall submit the report to the department within 30 calendar days 25 after the end of the calendar or fiscal year covered by the report. 26 (d) All of the reports of condition required by this section shall be made 27 available to all customers on request and at no charge to the customer. 28 Sec. 06.26.940. Remedy of person damaged by violation. In addition to any 29 other remedies available under law to the person, a person who suffers damages as a 30 result of a violation of this chapter by a person subject to this chapter may bring an 31 action in court against the person violating this chapter to recover the damages. In this 01 section, "person subject to this chapter" means a trust company, a private fiduciary, an 02 exempt private fiduciary, a person who is required to obtain a certificate of authority 03 under AS 06.26.090, and an interstate state trust company or international trust 04 company. 05 Sec. 06.26.950. Limitation on powers. This chapter does not allow a trust 06 company to engage in banking. 07 Article 13. General Provisions. 08 Sec. 06.26.960. Application of laws relating to general business 09 corporations. (a) Unless expressly authorized by this chapter, a trust company may 10 not take an action that is authorized by AS 10.06 regarding its corporate status, capital 11 structure, or a matter of corporate governance and for which AS 10.06 requires a filing 12 with the department unless the trust company first makes the required filing with the 13 department and receives the department's approval. 14 (b) The department may adopt regulations to alter or supplement the 15 procedures and requirements of AS 10.06 applicable to an act taken under this chapter 16 by a trust company. 17 Sec. 06.26.990. Definitions. (a) In this chapter, unless the context otherwise 18 requires, 19 (1) "banking" has the meaning given in AS 06.05.990; 20 (2) "board" means board of directors; 21 (3) "certificate of authority" means the certificate of authority issued to 22 a corporation under AS 06.26.110; 23 (4) "chapter" includes regulations adopted under this chapter; 24 (5) "commissioner" means the commissioner of community and 25 economic development; 26 (6) "customer" means a person using the services of a trust company or 27 a private fiduciary, and includes a depositor; 28 (7) "department" means the Department of Community and Economic 29 Development; 30 (8) "depository" means a person authorized by state or federal law to 31 accept deposits of trust assets; 01 (9) "exempt private fiduciary" means a private fiduciary that has 02 received an exemption under AS 06.26.200; 03 (10) "family member" means an individual who is related, including 04 relation established by adoption, within the fourth degree by blood or marriage, to the 05 individual whom the relationship is measured; 06 (11) "fiduciary" means a person to whom the property of another 07 person is entrusted for a purpose specified in a trust instrument or by a court order; 08 (12) "fiduciary operations" means operations performed by a fiduciary; 09 (13) "fiduciary services" means services of a fiduciary; 10 (14) "financial institution" has the meaning given in AS 06.05.990; 11 (15) "governmental regulator" means a governmental agency 12 responsible for regulating persons who act as fiduciaries; 13 (16) "home jurisdiction regulator" means the governmental agency 14 responsible for regulating an interstate state trust company, interstate national trust 15 company, or international trust company in the jurisdiction where the trust company is 16 chartered or otherwise organized; 17 (17) "insider" has the meaning given in 12 C.F.R. 215.2; 18 (18) "international trust company" means an organization that provides 19 fiduciary services and has offices in countries other than the country in which the 20 home office of the entity is located; 21 (19) "interstate national trust company" means an organization 22 (A) that is chartered as a bank by the United States; 23 (B) whose powers are limited to providing fiduciary services; 24 and 25 (C) that has offices in a state of the United States other than the 26 state in which the home office of the organization is located; 27 (20) "interstate state trust company" means an organization that 28 (A) provides fiduciary services; 29 (B) holds a charter, license, certificate, or other type of 30 authorization from this or another state of the United States that authorizes the 31 organization to provide fiduciary services; and 01 (C) has offices in a state of the United States other than the 02 state in which the home office of the organization is located; 03 (21) "issuer" has the meaning given in AS 45.55.990; 04 (22) "national bank" has the meaning given in AS 06.05.990; 05 (23) "offer fiduciary services to the general public" means to advertise 06 fiduciary services, solicit fiduciary services work, or market fiduciary services in any 07 medium, including an electronic medium, regardless of whether a fee, commission, or 08 any other type of remuneration is charged or received; 09 (24) "private fiduciary" means a person who acts as a fiduciary, is not 10 exempt under AS 06.26.020(a) or (c), and does not offer fiduciary services to the 11 general public; 12 (25) "purchasing trust company" means a trust company purchasing all 13 or substantially all of the assets of another trust company; 14 (26) "representative office" means an office that provides support 15 services for a trust company, but at which the trust company does not provide 16 fiduciary services; 17 (27) "resident of this state" means an individual who is physically 18 present in Alaska and who intends to remain indefinitely in Alaska; 19 (28) "selling trust company" means a trust company selling all or 20 substantially all of its assets; 21 (29) "state bank" has the meaning given in AS 06.05.990; 22 (30) "state financial institution" means an institution organized under 23 this title if the deposits of the institution are insured by an agency of the federal 24 government; 25 (31) "trust account" means an account at a trust company for trust 26 assets; 27 (32) "trust assets" means assets held in trust for another person; 28 (33) "trust company" means a person who is organized under this 29 chapter to act as a fiduciary and to provide fiduciary services to the general public; 30 (34) "trust company assets" means assets that are not trust assets and 31 that are owned by a trust company; 01 (35) "trust holding company" means an organization formed for the 02 purpose of owning a trust company; 03 (36) "trust office" means an office that provides fiduciary services; 04 (37) "within the fourth degree" means a child, a grandchild, a great- 05 grandchild, a parent, a sister, a brother, a niece, a nephew, a grandniece, a 06 grandnephew, a grandparent, an aunt, an uncle, a first cousin, a great-grandparent, a 07 great-aunt, a great-uncle, and a great-great-grandparent. 08 (b) In AS 06.26.220, 06.26.450 - 06.26.470, 06.26.510, 06.26.860, and 09 06.26.880, "control" means owning, or holding with the power to vote, 25 percent or 10 more of the voting securities or other capital stock. 11 Sec. 06.26.995. Short title. This chapter may be cited as the Revised Alaska 12 Trust Company Act. 13 * Sec. 3. AS 13.36.025 is amended by adding a new subsection to read: 14 (b) The provisions of (a) of this section are not intended to override any 15 provision of AS 06.26, and AS 06.26 governs to the extent of any conflict. 16 * Sec. 4. AS 13.36.320(a) is amended to read: 17 (a) If at least one qualified person serves as trustee of a trust whose state 18 jurisdiction provision is valid, effective, and conclusive under AS 13.36.035(c), then 19 the following persons also may serve as trustees even though they are not qualified 20 persons: 21 (1) individuals who do not reside in the state [ALASKA]; 22 (2) trust companies that have their principal place of business outside 23 the state [OF ALASKA] and that are not organized under AS 06.26 [AS 06.25]; and 24 (3) banks that have their principal place of business outside the state 25 [OF ALASKA] or that are not organized under AS 06.05. 26 * Sec. 5. AS 13.36.390(2) is amended to read: 27 (2) "qualified person" means 28 (A) an individual who, except for brief intervals, military 29 service, attendance at an educational or training institution, or for absences for 30 good cause shown, resides in this state, whose true and permanent home is in 31 this state, who does not have a present intention of moving from this state, and 01 who has the intention of returning to this state when away; 02 (B) a trust company that is organized under AS 06.26 03 [AS 06.25] and that has its principal place of business in this state; or 04 (C) a bank that is organized under AS 06.05, or a national 05 banking association that is organized under 12 U.S.C. 21 - 216d, if the bank or 06 national banking association possesses and exercises trust powers and has its 07 principal place of business in this state; 08 * Sec. 6. AS 21.66.250 is amended to read: 09 Sec. 21.66.250. Trust funds. Except as provided in AS 34.80, trust funds or 10 assets held in a fiduciary capacity by a title insurance company that is authorized to do 11 a trust business shall be invested in accordance with AS 06.26 [AS 06.25]. 12 * Sec. 7. AS 34.77.100(a) is amended to read: 13 (a) An arrangement is a community property trust if one or both spouses 14 transfer property to a trust, the trust expressly declares that some or all the property 15 transferred is community property under this chapter, and at least one trustee is a 16 qualified person whose powers include or are limited to maintaining records for the 17 trust on an exclusive or a nonexclusive basis and preparing or arranging for the 18 preparation of, on an exclusive or a nonexclusive basis, any income tax returns that 19 must be filed by the trust. A community property trust is enforceable without 20 consideration. Both spouses or either spouse may be a trustee. The trust must be 21 signed by both spouses. In this subsection, "qualified person" means 22 (1) an individual 23 (A) who, except for brief intervals, military service, attendance 24 at an educational or training institution, or absences for good cause shown, 25 resides in this state; 26 (B) whose true and permanent home is in this state; 27 (C) who does not have a present intention of moving from this 28 state; and 29 (D) who intends to return to this state when away; 30 (2) a trust company that is organized under AS 06.26 [AS 06.25] and 31 that has its principal place of business in this state; or 01 (3) a bank that is organized under AS 06.05 or a national banking 02 association that is organized under 12 U.S.C. 21 - 216d if the bank or national banking 03 association possesses and exercises trust powers and has its principal place of business 04 in this state. 05 * Sec. 8. AS 06.25.010, 06.25.020, 06.25.030, 06.25.040, 06.25.050, 06.25.080, 06.25.085, 06 06.25.090, 06.25.100, 06.25.105, 06.25.110, 06.25.120, 06.25.130, 06.25.140, 06.25.150, 07 06.25.160, 06.25.170, 06.25.180, 06.25.190, 06.25.200, 06.25.210, 06.25.215, 06.25.220, 08 06.25.230, 06.25.240, 06.25.255, 06.25.260, 06.25.270, 06.25.280, 06.25.290, 06.25.300, 09 06.25.310, 06.25.315, and 06.25.350 are repealed. 10 * Sec. 9. The uncodified law of the State of Alaska is amended by adding a new section to 11 read: 12 COURT RULE CHANGES. (a) AS 06.26.020(d), enacted by sec. 2 of this Act, 13 amends Rules 7.2 and 7.3, Alaska Rules of Professional Conduct, by prohibiting certain 14 advertising and solicitation by certain exempt attorneys and their law firms. 15 (b) AS 06.26.760(b)(2), enacted by sec. 2 of this Act, amends 16 (1) Rule 6, Alaska Rules of Civil Procedure, by postponing the deadlines for 17 the filing of pleadings and other documents by a trust company in a civil action when the 18 Department of Community and Economic Development has taken possession of the trust 19 company; 20 (2) Rule 12, Alaska Rules of Civil Procedure, by postponing the deadlines for 21 serving an answer to a complaint, a third-party answer, a reply to a counterclaim, a cross- 22 claim, and an answer to a cross-claim by a trust company in a civil action when the 23 Department of Community and Economic Development has taken possession of the trust 24 company; 25 (3) Rule 40, Alaska Rules of Criminal Procedure, by postponing the deadlines 26 set in the Alaska Rules of Criminal Procedure for the filing of documents by a trust company 27 in a criminal action when the Department of Community and Economic Development has 28 taken possession of the trust company; 29 (4) Rule 204, Alaska Rules of Appellate Procedure, by postponing the 30 deadlines for the filing of appeals to the supreme court and the court of appeals by a trust 31 company when the Department of Community and Economic Development has taken 01 possession of the trust company; 02 (5) Rule 403, Alaska Rules of Appellate Procedure, by postponing the 03 deadline for the filing of petitions for review or cross-petitions for review by a trust company 04 when the Department of Community and Economic Development has taken possession of the 05 trust company; 06 (6) Rule 502, Alaska Rules of Appellate Procedure, by postponing the 07 deadlines set in the Alaska Rules of Appellate Procedure for the filing of documents by a trust 08 company when the Department of Community and Economic Development has taken 09 possession of the trust company; 10 (7) Rule 602, Alaska Rules of Appellate Procedure, by postponing the 11 deadlines for the filing of appeals to the superior court from a district court or an 12 administrative agency by a trust company when the Department of Community and Economic 13 Development has taken possession of the trust company; 14 (8) Rule 611, Alaska Rules of Appellate Procedure, by postponing the 15 deadlines set in the Alaska Rules of Appellate Procedure for the filing of petitions for review 16 to the superior court from a district court of an administrative agency by a trust company 17 when the Department of Community and Economic Development has taken possession of the 18 trust company. 19 * Sec. 10. The uncodified law of the State of Alaska is amended by adding a new section to 20 read: 21 TRANSITION. (a) The certificate of authority of a trust company incorporated under 22 former AS 06.25 before January 1, 2002, remains in effect until the department either issues 23 the trust company an amended certificate of authority under (c) of this section or revokes the 24 certificate of authority issued under former AS 06.25 under (d) of this section. 25 (b) An existing trust company shall, before April 1, 2002, submit to the department, if 26 the capital of the trust company 27 (1) meets the minimum capital requirements, a request that the department 28 issue the trust company an amended certificate of authority; the request must be accompanied 29 by 30 (A) a statement signed under oath by an officer of the trust company 31 that the capital of the trust company meets the minimum capital requirements; and 01 (B) a copy of a balance sheet for the trust company showing that the 02 capital of the trust company meets the minimum capital requirements; or 03 (2) does not meet the minimum capital requirements, a plan acceptable to the 04 department to meet the minimum capital requirements before January 1, 2007, and a request 05 that the department issue the trust company an amended certificate of authority. 06 (c) Notwithstanding AS 06.26.110(a), enacted by sec. 2 of this Act, upon satisfaction 07 of the requirements of (b)(1) or (2) of this section by an existing trust company, the 08 department shall issue the trust company an amended certificate of authority under AS 06.26, 09 enacted by sec. 2 of this Act. 10 (d) The department may revoke the certificate of authority issued to an existing trust 11 company under former AS 06.25 if the trust company fails to comply with the submittal 12 requirements of (b) of this section that apply to the trust company. 13 (e) If the department issues, under (c) of this section, an amended certificate of 14 authority to an existing trust company that submitted a plan under (b)(2) of this section, the 15 department may revoke the amended certificate of authority if the trust company fails to meet 16 the minimum capital requirements before January 1, 2007. 17 (f) In this section, 18 (1) "department" means the Department of Community and Economic 19 Development; 20 (2) "existing trust company" means a trust company that has a certificate of 21 authority issued under former AS 06.25 before January 1, 2002; 22 (3) "minimum capital requirements" means the minimum capital requirements 23 under AS 06.26.120(a), enacted by sec. 2 of this Act. 24 * Sec. 11. The uncodified law of the State of Alaska is amended by adding a new section to 25 read: 26 TRANSITION: REGULATIONS. The Department of Community and Economic 27 Development may proceed to adopt regulations necessary to implement the changes made by 28 secs. 1 - 8 of this Act. The regulations take effect under AS 44.62 (Administrative Procedure 29 Act), but not before January 1, 2002. 30 * Sec. 12. Sections 10 and 11 of this Act take effect immediately under AS 01.10.070(c). 31 * Sec. 13. Except as provided in sec. 12 of this Act, this Act takes effect January 1, 2002.