§ 411 — Conversion of a savings and loan association or federal savings and loan association into a savings bank

§ 411. Conversion of a savings and loan association or federal savings\nand loan association into a savings bank. 1. Any savings and loan\nassociation or federal savings and loan association having its place of\nbusiness in this state may convert itself into a savings bank upon\nreceiving the approval of its shareholders and the superintendent as\nhereinafter provided. A meeting of the shareholders shall be held upon\nnot less than twenty days' written notice to each shareholder, either\nserved personally or mailed to him at his last known address and\ncontaining a statement of the time, place and purpose of such meeting\nand the effect of the proposed conversion upon the shareholders' right\nto vote on matters affecting the management of the resulting savings\nbank. Proof by affidavit of due service of such notice shall be filed in\nthe office of the association before or at the time of such meeting.\n 2. At such meeting the shareholders may, by vote, in person or by\nproxy, of the holders of at least sixty-six and two-thirds per centum in\namount of the book value of all outstanding shares represented at the\nmeeting, authorize the conversion of such savings and loan association\nor federal savings and loan association into a savings bank subject to\nthe approval of the superintendent as hereinafter provided. A copy of\nthe minutes of such meeting, verified by the presiding officer and by\nthe secretary of the meeting, shall be filed in the office of the\nsuperintendent within thirty days after the date of such meeting,\ntogether with a statement setting forth the reasons why the board of\ndirectors believe the conversion would be in the best interests of the\nsavings and loan association or federal savings and loan association and\nthe public, and such other information as the superintendent may\nrequire. If the superintendent determines that the proposed conversion\nwould be in the best interests of the savings and loan association or\nfederal savings and loan association and the public, he shall so advise\nthe board of directors of the savings and loan association or federal\nsavings and loan association and deliver to them his written approval of\nthe proposed conversion.\n 3. Upon receiving the superintendent's written approval of the\nproposed conversion, there shall be filed with the superintendent, the\norganization certificate required by section two hundred thirty of this\nchapter, executed by a majority of the directors, and proposed by-laws\nas required by section two hundred fifty-one of this chapter.\n 4. Within sixty days after such filing, or such additional time as the\nsuperintendent may authorize in writing, a federal savings and loan\nassociation proposing to convert to a savings bank pursuant to this\nsection shall take the action prescribed or authorized by the laws of\nthe United States to effect such conversion and there shall thereupon be\nfiled 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 savings and loan association or federal\nsavings and loan association, as the case may be, and shall thereupon be\nconverted into a savings bank, but such savings and loan association or\nfederal savings and loan association shall be deemed to be continued for\nthe purpose of prosecuting or defending suits and of enabling it to wind\nup its affairs as a savings and loan association or federal savings and\nloan association, and to dispose of and convey its property.\n At the time when such conversion becomes effective all the property of\nthe savings and loan association or federal savings and loan\nassociation, as the case may be, shall immediately by act of law and\nwithout any conveyance or transfer become the property of the savings\nbank and the savings bank shall succeed to all the offices, rights,\nobligations and relations of such savings and loan association or\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 payments 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 notwithstanding\nany provision of the banking law to the contrary; provided, however,\nthat, to the extent any such plan or program is in violation of any such\nprovision of the banking law with respect to savings banks, such plan or\nprogram shall be deemed to qualify under the banking law only with\nrespect to those officers and employees who, at the time when such\nconversion becomes effective, (i) are or have been officers or employees\nof the converting federal savings and loan association, and (ii) have\nacquired a right or interest in such plan or program which has vested in\nsuch officers or employees by contractual arrangement in effect not less\nthan six months prior to such conversion or by reason of such officers\nor employees becoming eligible and qualified under such plan or program.\nNotwithstanding the foregoing provisions of this subdivision, the\nsuperintendent is authorized to withhold his approval of the conversion\nof a federal savings and loan association if in his opinion the benefits\nunder such plans or programs are unduly excessive.\n