§ 410 — Conversion of a federal savings and loan association into a state savings and loan association

§ 410. Conversion of a federal savings and loan association into a\nstate savings and loan association. 1. Any federal savings and loan\nassociation having its place of business in this state may convert\nitself into a state savings and loan association. A meeting of the\nshareholders shall be held upon not less than ten days' written notice\nto each shareholder, either served personally or mailed to him at his\nlast known address and containing a statement of the time, place and\npurpose of such meeting. Proof by affidavit of due service of such\nnotice shall be filed in the office of the association before or at the\ntime of such meeting.\n 2. At such meeting the shareholders may, by vote, in person or by\nproxy, of the holders of (a) at least sixty-six and two-thirds per\ncentum in amount of the book value of all outstanding shares, or (b) at\nleast seventy-five per centum in amount of the book value of the\noutstanding shares represented at the meeting, authorize the conversion\nof such federal savings and loan association into a state savings and\nloan association. A copy of the minutes of such meeting, verified by the\npresiding officer and by the secretary of the meeting, shall be filed in\nthe office of the superintendent within thirty days after the date of\nsuch meeting.\n 3. There shall be filed with such copy of the minutes, the\norganization certificate required by section three hundred seventy-five\nof this article, executed by a majority of the directors, and proposed\nby-laws as required by section three hundred seventy-six of this\narticle. The federal savings and loan association shall also submit a\nwritten plan of conversion to the superintendent, together with an\ninvestigation fee as described pursuant to section eighteen-a of this\nchapter.\n 4. Within sixty days after such filing, the federal savings and loan\nassociation shall take the action prescribed or authorized by the laws\nof the United States to effect such conversion and there shall thereupon\nbe filed in the office of the superintendent a copy of any consent or\nauthorization required of such federal savings and loan association\npursuant to the laws of the United States to effect such conversion.\n 5. When the superintendent shall have approved the organization\ncertificate and the proposed by-laws and shall have issued the\nauthorization certificate, provided in article two of this chapter, the\nassociation shall cease to be a federal savings and loan association and\nshall thereupon be converted into a state savings and loan association,\nbut such federal savings and loan association shall be deemed to be\ncontinued for the purpose of prosecuting or defending suits and of\nenabling it to wind up its affairs as a federal savings and loan\nassociation, and to dispose of and convey its property.\n At the time when such conversion becomes effective all the property of\nthe federal savings and loan association shall immediately by act of law\nand without any conveyance or transfer become the property of the state\nsavings and loan association and the state savings and loan association\nshall succeed to all the rights, obligations and relations of the\nfederal savings and loan association.\n 6. In the case of a conversion of a federal savings and loan\nassociation, at the time such conversion becomes effective all life\ninsurance plans, deferred payment plans, option plans, pension plans,\nand any similar plans, as well as retirement benefits, death benefits,\ndisability benefits, and any similar benefit programs, for the benefit\nof officers and employees of such federal savings and loan associations\nwhich plans and programs are authorized under the laws of the United\nStates, shall be deemed to qualify under the banking law,\nnotwithstanding any provision of the banking law to the contrary;\nprovided, however, that to the extent any such plan or program is in\nviolation of any such provision of the banking law with respect to\nsavings and loan associations, such plan or program shall be deemed to\nqualify under the banking law only with respect to those officers and\nemployees who at the time when such conversion becomes effective (i) are\nor have been officers or employees of the converting federal savings and\nloan association, and (ii) have acquired a right or interest in such\nplan or program which has vested in such officers or employees by\ncontractual arrangement in effect not less than six months prior to such\nconversion or by reason of such officers or employees becoming eligible\nand qualified under such plan or program. Notwithstanding the foregoing\nprovisions of this subdivision, the superintendent is authorized to\nwithhold his approval of the conversion of a federal savings and loan\nassociation if in his opinion the benefits under such plans or programs\nare unduly excessive.\n