(1) Subject to the limitations imposed by this chapter on the indebtedness of state banks and trust companies, a state bank or trust company may borrow money and issue evidences of indebtedness for a loan for temporary purposes in the usual course of its business.
(2) A state bank may at any time, pursuant to action taken by its board of directors, and after obtaining the written approval of the office and the approval of stockholders holding not less than two-thirds of the outstanding stock of the bank entitled to vote, evidenced either in a writing signed by the stockholders or by vote at a legally called and held meeting of the stockholders, issue and sell convertible and nonconvertible capital notes and convertible and nonconvertible capital debentures having a final maturity of not more than 25 years from the date of issue, in such amounts and under such terms and conditions as shall be approved by the office. If deemed necessary by the office, reasonable provisions for the amortization of the principal amount thereof may be required. The principal amount of the capital notes and capital debentures is subject to the limitations imposed by this chapter on indebtedness of state banks and trust companies. Capital notes and capital debentures issued pursuant to the provisions of this subsection, and the claims of holders thereof, shall be subordinate to the claims of depositors and all other creditors of the issuing state bank, regardless of whether the claims of, or the liability of the issuing bank to, the depositors arose before or after the issuance of such capital notes or debentures, but shall be superior to the claims of shareholders for dividends, reserve profits, or other claims on account of shares of capital stock held by them. The holders of the capital notes and the holders of the capital debentures shall not be held individually responsible as such holders for any debts, contracts, or engagements of the issuing state bank and shall not be liable for assessments.
(3) No state bank or trust company shall at any time be indebted, or in any way liable, to an amount exceeding the amount of its unimpaired capital stock plus 50 percent of the amount of its unimpaired surplus fund and unimpaired undivided profits fund, except on account of demands of the nature following:(a) Moneys deposited with or collected by the bank.
(b) Bills of exchange or drafts drawn against money actually on deposit to the credit of the state bank or due thereto.
(c) Liabilities to the stockholders of the state bank or trust company for dividends and reserve profits.
(d) Liabilities incurred under the provisions of the Federal Reserve Act.
(e) Liabilities incurred under the provisions of the Federal Deposit Insurance Act.
(f) Liabilities incurred under the provisions of the Federal Home Loan Bank Act.
(g) Liabilities created by the endorsement of accepted bills of exchange payable abroad actually owned by the endorsing bank and discounted at home or abroad.
(h) Liabilities incurred under the provisions of ss. 2.3 and 2.4 of Title II of the federal Farm Credit Act of 1971, as amended, 12 U.S.C. ss. 2074 and 2075, subject to the limitations therein contained.
(i) Liabilities incurred for moneys borrowed from a bank when such borrowing is made with the express written approval of the office.
(j) Liabilities incurred for funds purchased from the United States Department of the Treasury.
(k) Liabilities incurred for federal funds purchased.
(4) Unrepaid proceeds of sales of capital notes and capital debentures are considered part of the aggregate amount of capital and surplus in computing loan and investment limitations if the issuing bank is not in default.
(5) Subordinated debt may not be sold, bartered, or exchanged at the main office or branch office or in any other premise of the bank or trust company.
