(a)Subject to regulations prescribed by the
Office of the Comptroller of the Currency or its successor, a federal
savings association located in Indiana or in any other state, by
resolution approved by its board of directors and adopted by a vote of
fifty-one percent (51%) or more of the votes cast at any annual meeting
or at any special meeting of its members called to consider the action,
may convert itself into a state chartered savings association under this
article.
(b)A resolution referred to in subsection (a), when adopted by the
members of a federal savings association, must:
(1)designate the names and the number of the directors who will
serve as directors of the savings association after the conversion
takes effect; and
(2)authorize the directors to execute articles of incorp
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(a) Subject to regulations prescribed by the
Office of the Comptroller of the Currency or its successor, a federal
savings association located in Indiana or in any other state, by
resolution approved by its board of directors and adopted by a vote of
fifty-one percent (51%) or more of the votes cast at any annual meeting
or at any special meeting of its members called to consider the action,
may convert itself into a state chartered savings association under this
article.
(b) A resolution referred to in subsection (a), when adopted by the
members of a federal savings association, must:
(1) designate the names and the number of the directors who will
serve as directors of the savings association after the conversion
takes effect; and
(2) authorize the directors to execute articles of incorporation.
(c) The articles of incorporation executed under this section must
include the contents required by IC 28-12-2-1 except that, instead of
disclosing the name and address of each incorporator as required by IC 28-12-2-1(4), the articles must:
(1) indicate that the savings association is incorporated by
conversion of a federal savings association into a state chartered
savings association; and
(2) state the name of the federal savings association converted
under this section.
(d) The department must receive from the federal savings
association:
(1) three (3) copies of the resolution, certified by the secretary or
assistant secretary of the federal savings association; and
(2) the articles of incorporation, in triplicate, signed and
acknowledged by the directors designated under subsection
(b)(1).
(e) The department shall approve or disapprove the proposed
conversion of a federal savings association into a state chartered
savings association under this section. The department may not
approve a proposed conversion unless the department, after appropriate
investigation or examination, finds all of the following:
(1) That the state chartered savings association resulting from the
conversion will operate in a safe, sound, and prudent manner.
(2) That the proposed charter conversion will not result in a state
chartered savings association that has:
(A) inadequate capital;
(B) unsatisfactory management; or
(C) poor earnings prospects.
(3) That the management or other principals of the savings
association are qualified by character and financial responsibility
to control and operate in a legal and proper manner the proposed
state chartered savings association.
(4) That the interests of the depositors, the creditors, and the
public generally will not be jeopardized by the proposed charter
conversion.
(f) If the department approves the resolution and articles of
incorporation submitted under subsection (d), the department shall:
(1) indicate its approval on the resolution and articles of
incorporation in the manner prescribed by IC 28-12-5-1; and
(2) present the articles of incorporation to the secretary of state.
(g) If the secretary of state finds that the articles of incorporation
conform to law, the secretary of state shall:
(1) endorse the secretary's approval on the copies of the articles
of incorporation;
(2) when all fees required by law have been paid:
(A) file one (1) copy of the articles of incorporation in the
secretary's office; and
(B) issue a certificate of incorporation to the savings
association; and
(3) return the certificate of incorporation and two (2) copies of the
articles of incorporation to the directors of the savings association
designated under subsection (b)(1).
(h) The conversion of a federal savings association into a state
chartered savings association under this section is effective when the
secretary of state issues the certificate of incorporation under
subsection (g). However, before the savings association may transact
business under this article or incur indebtedness, except indebtedness
that is incidental to its organization, one (1) of the copies of its articles
of incorporation bearing the endorsement of the approval of the
department and of the secretary of state must be filed for record with
the recorder of the county in which the principal office of the savings
association is located.