Florida § 655.0386 - Transactions with financial institution-affiliated parties.

§ 655.0386. Transactions with financial institution-affiliated parties.

(1) CONFLICT OF INTEREST. — A financial institution-affiliated party may not engage or participate, directly or indirectly, in any business or transaction conducted on behalf of or involving the state financial institution, subsidiary, or service corporation which would result in a conflict of the party’s own personal interests with those of the state financial institution, subsidiary, or service corporation with which he or she is affiliated, unless: (a) Such business or transactions are conducted in good faith and are honest, fair, and reasonable to the state financial institution, subsidiary, or service corporation and are on terms no more favorable than would be offered to a disinterested third party; (b) A full disclosure of such business or transaction and the nature of the financial institution-affiliated party’s interest is made to the board of directors; (c) Such business or transactions are approved in good faith by the board of directors, any interested director abstaining, and such approval is recorded in the minutes; (d) Any profits inuring to the financial institution-affiliated party are not at the expense of the state financial institution, subsidiary, or service corporation and do not prejudice the best interests of the state financial institution, subsidiary, or service corporation in any way; and (e) Such business or transactions do not represent a breach of the financial institution-affiliated party’s fiduciary duty and are not fraudulent, illegal, or ultra vires. (2) DISCLOSURE OF PERSONAL INTEREST. — Without limitation by any of the specific provisions of this section, the commission or office may require the disclosure by financial institution-affiliated parties of their personal interests, directly or indirectly, in any business or transactions on behalf of or involving the state financial institution, subsidiary, or service corporation and of their control of or active participation in enterprises having activities related to the business of the state financial institution, subsidiary, or service corporation. (3) SPECIFIED RESTRICTIONS. — The following restrictions governing the conduct of financial institution-affiliated parties expressly are specified, but such specification is not to be construed in any manner as excusing such parties from the observance of any other aspect of the general fiduciary duty owed by them to the state financial institution which they serve: (a) Remuneration. — A director of a state bank, association, or trust company may not accept director fees unless the director fees have been previously approved by the board of directors and such fees represent reasonable compensation for service as a director or member of a committee. This section does not limit or preclude reasonable compensation as otherwise authorized by subsection (1) for a director who also provides goods or services to the state bank, association, or trust company. (b) Assets. — Except as provided in ss. 657.039 and 658.48, a financial institution-affiliated party may not have any interest, directly or indirectly, in the proceeds of a loan or investment or of a purchase or sale made by the state financial institution, subsidiary, or service corporation unless such loan, investment, purchase, or sale is authorized expressly by resolution of the board of directors and unless such resolution is approved by vote of at least a majority of the directors of the state financial institution with all interested parties taking no part in such vote. (c) Liabilities. — A financial institution-affiliated party may not have any interest, direct or indirect, in the purchase at less than its face value of any evidence of a savings account, deposit, or other indebtedness issued by the state financial institution, subsidiary, or service corporation. (d) Voting rights; office. — A financial institution-affiliated party acting as proxy for a stockholder of a state financial institution, subsidiary, or service corporation may not exercise, transfer, or delegate such vote or votes in any consideration of a private benefit or advantage, direct or indirect. The voting rights of stockholders and directors may not be the subject of sale, barter, exchange, or similar transaction, either directly or indirectly. Any financial institution-affiliated party who violates the provisions of this section is accountable to the state financial institution, subsidiary, or service corporation for any increment.