Section 5-16-30 Conversions.
Section 5-16-30
Conversions.
(a) Conversions into federal savings and loan associations. - Any association or corporation of this state doing a home financing business may convert itself into a federal savings and loan association in accordance with the provisions of Section 5 of the Home Owners' Loan Act of 1933, as now or hereafter amended, upon a vote of 51 percent or more of the votes of the members cast at an annual meeting or at any special meeting called to consider such action, provided such 51 percent or more of the votes constitutes a majority of the votes to which all the members are entitled. A copy of the minutes of the proceeding of such meeting of the members, verified by the affidavit of the secretary or an assistant secretary, shall be filed in the office of the commissioner within 10 days after the date of such meeting. A sworn copy of the proceedings of such meeting, when so filed, shall be presumptive evidence of the holding and action of such meeting. Within three months after the date of such meeting, the association shall take such action in the manner prescribed and authorized by the laws of the United States as shall make it a federal savings and loan association, and there shall be filed with the commissioner a copy of the charter issued to such federal savings and loan association by the Federal Home Loan Bank Board or a certificate showing the organization of such association as a federal savings and loan association, certified by the Secretary or Assistant Secretary of the Federal Home Loan Bank Board. A similar copy of the charter or of such certificate shall be filed by the association with the Secretary of State. No failure to file any such instruments either with the commissioner or the Secretary of State shall affect the validity of such conversion upon the grant to any association of a charter by the Federal Home Loan Bank Board, and the association receiving such charter shall cease to be an association incorporated under this chapter and shall no longer be subject to the supervision and control of the commissioner.
Upon the conversion of any association into a federal savings and loan association, the corporate existence of such association shall not terminate, but such federal association shall be deemed to be a continuation of the entity of the association so converted, and all property of the converted association, including its rights, titles and interests in and to all property of whatsoever kind, whether real, personal or mixed, and things in action and every right, privilege, interest and asset of any conceivable value, or benefit, then existing or pertaining to it or which would inure to it, shall immediately by act of law and without any conveyance or transfer and without any further act or deed remain and be vested in and continue and be the property of such federal association into which the state association has converted itself, and such federal association shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the converting association, and such federal association as of the time of the taking effect of such conversion shall continue to have and succeed to all of the rights, obligations and relations of the converting association. All pending actions and other judicial proceedings to which the converting state association is a party shall not be deemed to have abated or to have discontinued by reason of such conversion, but may be prosecuted to final judgment or order in the same manner as if such conversion into such federal association had not been made and such federal association resulting from such conversion may continue such action in its corporate name as a federal association and any judgment or order may be entered for or against it which might have been entered for or against the converting state association theretofore involved in such judicial proceedings. Any association or corporation, which has heretofore converted itself into a federal savings and loan association under the provisions of the Home Owners' Loan Act of 1933 and has received a charter from the Federal Home Loan Bank Board shall hereafter be recognized as a federal savings and loan association, and its federal charter shall be given full credence by the courts of this state to the same extent as if such conversion had taken place under the provisions of this section; provided, however, that the foregoing requirements with respect to the filing with the commissioner of a copy of the federal charter or a certificate showing the organization of such association as a federal savings and loan association shall be complied with. All such conversions are hereby ratified and confirmed and all of the obligations of such an association which has so converted shall continue as valid and subsisting obligations of such federal savings and loan association, and the title to all of the property of such an association shall be deemed to have continued and vested as of the date of the issuance of such federal charter in such federal savings and loan association as fully and completely as if such conversion had taken place since the enactment of this chapter pursuant to this section.
(b) Conversions into state chartered savings and loan associations. - Any federal savings and loan association may convert itself into an association under this chapter upon a vote of 51 percent or more of the votes of members of such federal savings and loan association cast at an annual meeting or at any special meeting called to consider such action, provided such majority of votes represented at such meeting constitutes a majority of the votes to which all members are entitled. Copies of the minutes of the proceedings of such meeting of members, verified by the affidavit of the secretary or an assistant secretary, shall be filed in the office of the commissioner and mailed to the Federal Home Loan Bank Board, Washington, D.C., within 10 days after such meeting. Such verified copies of the proceedings of the meeting when so filed shall be presumptive evidence of the holdings and action of such meeting. At the meeting at which conversion is voted upon, the members shall also vote upon the directors who shall be the directors of the state chartered association after conversion takes effect. Such directors shall then execute two copies of the petition for certificate of incorporation provided for in Section 5-16-6 and four copies of the bylaws, as provided in Section 5-16-4. The commissioner may insert in the certificate of incorporation, at the end of the paragraph preceding the testimonium clause, the following: "This association is incorporated by conversion from a federal savings and loan association." The directors chosen for the association shall all sign and acknowledge the petition for certificate of incorporation as subscribers thereto and proposed bylaws as incorporators of the association. The provisions of Sections 5-16-4 and 5-16-5 shall, so far as applicable, apply to such conversion under this chapter. The commissioner may provide by regulation for the procedure to be followed by any such federal savings and loan association converting into an association under this chapter. All of the provisions regarding property and other rights contained in the second paragraph of subsection (a) of this section shall apply, in reverse order, to the conversion of a federal savings and loan association into an association incorporated under this chapter, so that the state chartered association shall be a continuation of the corporate entity of the converting federal association and continue to have all of its property and rights.
(Acts 1939, No. 459, p. 616; Code 1940, T. 5, §236.)