(a) No association or subsidiary thereof, without the prior written consent of the commissioner, shall enter into either of the following:
(1) Any transaction or modification of any transaction with an affiliated person to buy, lease, or sell real or personal property, or take that property by gift.
(2) Any consulting contracts or contracts for services with an affiliated person.
(b) As a condition to approving a transaction specified in subdivision (a), the commissioner shall make both of the following findings:
(1) The terms of the transaction are fair to, and in the best interests of, the savings association or subsidiary. In the case of real or personal property transactions, this finding shall be supported by an appraisal not prepared by an affiliated person or employee of the association or subsidiary.
(2) The transaction was approved in advance by a resolution duly adopted with full disclosure by at least a majority, with no director having an interest in the transaction voting, of the entire board of directors of the association or subsidiary, or alternatively, by a majority of the total votes eligible to be cast by the voting members or stockholders of the association at a meeting called for that purpose, with no votes cast by proxies not solicited for that purpose. For purposes of this subdivision, “full disclosure” shall include, but not be limited to, (A) the affiliated person’s source of financing for any real property involved in the transaction and (B) whether the association or any subsidiary thereof has a deposit relationship with any financial institution or holding company or affiliate thereof providing the financing.
(Amended by Stats. 2006, Ch. 538, Sec. 165. Effective January 1, 2007.)