§ 34-28-210 — Conversion of federal association into state-chartered association without change of business form.

Any federal association may apply to the Board for permission to convert itself without any change in business form into an association operated under the provisions of this chapter, in accordance with the following procedures: (a) The board of directors shall approve a plan of conversion by resolution adopted by a majority vote of all the directors present at the meeting at which the plan is considered. The plan shall include, among other terms: 1. Financial statements of the association as of the last day of the month preceding adoption of the plan; 2. Financial data as may be required by the Board to determine compliance with federal law or regulations regarding insurance, reserve requirements, liquidity, and those other federal regulatory requirements as may exist respecting financial condition; and 3. Other information as the Board may by regulation require. (b) The plan of conversion must be executed by a majority of the board of directors and submitted to the Board for approval prior to any vote on conversion by the members or stockholders. (c) The Board may approve or disapprove the plan in its discretion, but it shall not approve the plan unless it finds that the association complies sufficiently with the requirements of this chapter to entitle it to become an association operating under this chapter and the regulations of the Board. The Board may deny any application from any federal association that is subject to any cease and desist order or other supervisory restriction or order imposed by the federal supervisory authority or insurer. (d) If the Board approves the plan of conversion, the question of the conversion may be submitted to members or stockholders at an annual meeting or at any special meeting of the members or stockholders called to consider the action. Any federal association may then convert itself into an association under this chapter upon a vote of a majority or more of the total number of votes of the members or stockholders of the federal association eligible to be cast at the meeting. Copies of the minutes of the proceedings of the meeting of members or stockholders, verified by the affidavit of the secretary or an assistant secretary, must be filed in the office of the Board and mailed to the Federal Home Loan Bank Board, Washington, D.C., within ten days after the meeting. Verified copies of the proceedings of the meeting when so filed are presumptive evidence of the holding and action of the meeting. At the meeting at which conversion is voted upon, the members or stockholders shall also vote upon the directors who will be the directors of the state-chartered association after conversion takes effect. These directors shall then execute the Articles of Incorporation and two copies of the bylaws. The association shall insert in the Articles of Incorporation the following: "This association is incorporated by conversion from a federal association." All of the directors who are chosen for the association shall sign and acknowledge the Articles of Incorporation as incorporators. The provisions of this chapter shall, so far as applicable, apply to any conversion governed by this section. All the applicable provisions regarding property and other rights contained in Section 34-28-200 shall apply to the conversion of a federal association into an association incorporated under this chapter, so that the state-chartered association is a continuation of the corporate entity of the converting federal association and continues to have all of its property and rights. All rights, powers, and privileges respecting the holding of proxies of a converting association shall continue in full force and effect after the conversion. (e) The application for conversion of a federal association into an association operating under the provisions of this chapter must be accompanied by a nonrefundable filing fee established by the Board.

Legislative History

HISTORY: 1985 Act No. 124, SECTION 1.