Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing resolution; submission to superintendent; fee; tentative approval; vote of stockholders or members; directors; a
Section 5-7A-62
Application to convert charter; written plan of conversion; authorizing resolution; submission to superintendent; fee; tentative approval; vote of stockholders or members; directors; articles of incorporation and bylaws; statement of superintendent's objections; amendment; appeal of disapproval; application to FDIC; final approval and permit.
Any savings institution may apply to the superintendent for permission to convert its charter in order to do business as a state chartered bank in accordance with the following procedures:
(1) The board of directors shall approve a written plan of conversion, the application for conversion and shall adopt an authorizing resolution, all by a vote of a majority of all the directors. The plan of conversion shall include a statement of:
a. The proposed organization and management structure of the resulting bank if the application were approved, and the proposed name under which it would do business as a bank;
b. The method and time schedule for terminating any activities and disposing of any assets which would not conform to the requirements applicable to state chartered banks;
c. The competitive impact of such change, including any effect on the availability of particular financial services in the market area to be served by the resulting bank;
d. Such financial data as may be required by the superintendent to determine compliance with the reserve and liquidity requirements applicable to the resulting bank;
e. Such other information as the superintendent may require; and
f. If the savings institution is a mutual savings institution, shares of which are owned by its members, then the plan of conversion must provide the method and terms for converting the mutual savings institution to a capital stock savings institution provided that such method and terms must comply with and be in accordance with all state and federal laws, procedures and regulations governing the conversion of mutual savings institutions into capital stock institutions.
(2)a. Following approval by the board of directors, the plan of conversion, together with the certified copy of the authorizing resolution adopted by the board, and the application for conversion shall be submitted to the superintendent for tentative approval before being submitted to the stockholders or members of the savings institution.
b. The application for conversion pursuant to this article shall be accompanied by a fee prescribed by the banking board under Section 5-5A-13, payable to the superintendent.
(3) The superintendent shall tentatively approve the plan if he finds that:
a. The public convenience and advantage would be promoted by the conversion;
b. The resulting bank would have an adequate capital structure with regard to its activities and its deposit liabilities would meet the minimum capital requirements for existing state chartered banks under state and federal law; and would meet other applicable state and federal law requirements relating to the safety and soundness of the resulting bank;
c. The proposed conversion would not cause a substantially adverse effect on the financial condition of any bank already established in the primary service area;
d. The proposed officers and directors have sufficient experience, ability and standing to indicate reasonable promise for successful operation of the resulting bank;
e. The proposed name of the resulting bank would not be so similar to that of another bank or other financial institution as to cause confusion; and
f. The schedule for termination of any nonconforming activities and disposition of any nonconforming assets is reasonably prompt, and the plan for such termination and disposition does not include any unsafe or unsound practice.
(4) In the event the superintendent tentatively approves the plan of conversion, such plan shall be submitted to the stockholders or members at an annual meeting or at any special meeting called to consider such plan of conversion. Upon a favorable vote of a majority of the total number of votes eligible to be cast, the plan of conversion shall be adopted. Copies of the minutes of such meeting, verified by the affidavit of the secretary or an assistant secretary, shall be filed with the superintendent within 10 days after such meeting. Such verified copies of the minutes of such meeting shall be presumptive evidence of the holding of such meeting and of the action taken at such meeting. Provided the plan of conversion is adopted at such meeting, the stockholders or members shall elect the directors who shall be the directors of the resulting bank. Said directors must in all respects, both individually and as a group, meet the statutory and regulatory requirements applicable to directors of state chartered banks. Such directors shall then execute new articles of incorporation or amendments to existing articles and two copies of the new bylaws. The directors shall insert in the articles of incorporation the following: "This bank is incorporated by a plan of conversion from a _______ (state or federal savings and loan association, etc.)." All directors of the resulting bank shall execute and acknowledge the articles of incorporation and the bylaws.
(5)a. In the event the superintendent disapproves the plan of conversion for any reason, he shall state his objections to the plan of conversion in writing.
b. The applicant shall have a period of 28 days from the date of the superintendent's written objections to: a) amend the plan of conversion and to resubmit same to the superintendent for approval; or b) appeal such determination by the superintendent in accordance with the provisions of Section 5-5A-8 et seq.
c. There shall be no limit on the number of times the plan of conversion may be amended prior to the time the applicant exercises its right of appeal as provided in subdivision (5)b.
d. The superintendent may disapprove the plan of conversion for any number of reasons, including but not limited to, a determination that such plan of conversion does not meet the requirements of any state, federal or other law; that the approval of such plan of conversion would not be in the best interest of the citizens of the State of Alabama or its banking community; that such savings institution is subject to a cease and desist order or other supervisory restriction imposed by any supervisory authority, insurer or guarantor.
(6) Upon the adoption of the plan of conversion by the stockholders or members, the institution shall apply to the Federal Deposit Insurance Corporation for a commitment for insurance guaranteeing the deposits of the resulting bank.
(7) Upon receipt of written notice of commitment for insurance from the Federal Deposit Insurance Corporation, and further provided all other requirements herein have been met, the superintendent shall issue to the savings institution his final approval of the application for conversion and a permit authorizing it to transact business pursuant to applicable law. The plan of conversion shall not take effect until such final approval and permit have been issued by the superintendent.
(Acts 1990, No. 90-289, p. 387, §3.)