6-588
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6-588. Conversion of credit union A. A credit union incorporated under the laws of this state may be converted to a credit union organized under the laws of the United States, or it may be converted to a credit union organized under the laws of another state if the principal office has relocated to another state or jurisdiction, in the following manner: 1. On recommendations of the board of directors, the members of a credit union incorporated under the laws of this state, by an affirmative majority vote of all members voting in a meeting called for that purpose or by written ballot filed within fifteen days, may resolve to convert the credit union into a federal credit union or a credit union organized under the laws of another state. 2. Within twenty days after the meeting at which the members determine to so convert, the credit union shall file with the superintendent a certificate verified by the affidavit of the president or the chairman and the secretary of the credit union. The certificate shall contain a copy of the minutes of the meeting and a statement that the members have approved the determination to convert the credit union into a federal credit union or a credit union organized under the laws of another state. 3. The filing of the certificate required in paragraph 2 of this subsection with the superintendent is presumptive proof or evidence of the holding of the meeting and the action taken. 4. After the meeting of the members, the credit union shall take such action as is necessary under the federal law or the state law to which it is converting as a credit union. It shall also liquidate in a manner approved by the superintendent any assets or liabilities which are not by reason of law capable of being transferred to the converted credit union. Within ten days after the receipt of the new charter or certificate of incorporation, the credit union shall file with the superintendent and the corporation commission a copy of the instrument. On this filing, the credit union ceases to be a credit union incorporated under the laws of this state and is converted to one under its new jurisdiction. 5. At the time the conversion becomes effective, the credit union ceases to be supervised by this state and all of the property of the credit union, including all of its right, title and interest in and to all property of every kind and character, immediately by operation of law and without any conveyance or transfer and without any further act or deed is vested in the converted credit union under its new name and structure and under its new jurisdiction. 6. The converted credit union shall have, hold and enjoy the property prescribed in paragraph 5 of this subsection in its own right as fully and to the same extent as the property was possessed, held and enjoyed by it as a credit union under the laws of this state. The converted credit union continues to be responsible for all of the obligations of the former credit union to the same extent as though the conversion had not taken place. The converted credit union is merely a continuation of the former credit union under a new name and new jurisdiction and the revision of its corporate structure as is necessary for its proper operation under the new jurisdiction. B. A credit union organized under the laws of the United States or of any other state may convert to a credit union incorporated under the laws of this state in the following manner: 1. To effect such a conversion a credit union shall first comply with all of the requirements of the jurisdiction under which it is organized and file proof of the compliance with the superintendent. 2. The converting credit union through its proper officers and officials shall sign and acknowledge in quintuplicate a certificate of organization as required in sections 6-506 and 6-507 in which they bind themselves to comply with the requirements of the certificate and with all the laws and rules applicable to a state credit union. The application for a certificate of organization in quintuplicate, the bylaws in duplicate and the required charter fee and examination assessment shall be submitted to the superintendent who shall make or cause to be made an appropriate investigation for the purpose of determining the advisability of such a conversion. On receipt of the superintendent's certificate of organization in quadruplicate, with the certificate of approval, the applicants shall file the certificate of approval attached in quadruplicate with the corporation commission and record a certified copy of the filing under the seal of the commission with the county recorder of the county or counties in which the credit union is to do business. On proof of the recording, the corporation commission shall issue a certificate of incorporation to the credit union. The credit union shall forward a certified copy of the certificate of organization showing the filing and recording to the superintendent. The credit union shall also file with the corporation commission the appointment of an agent on whom service of process may be made. 3. Within ten days after the receipt of the certified copy of the certificate of incorporation by the credit union, the credit union shall file two certified copies of the certificate with its present supervisory agency and a copy of the transmittal letter with the superintendent. 4. On filing the certified copy of the certificate of organization with the superintendent, the converting credit union ceases to be a credit union under its former jurisdiction and is a credit union under the laws of this state. All of the property of the credit union, including all of its right, title and interest in and to all property of every kind and character, immediately, by operation of law and without any conveyance or transfer and without any further act or deed, is vested in the credit union under its new name and style as a state credit union and under its new jurisdiction. 5. The converted credit union shall have, hold and enjoy the property prescribed in paragraph 4 of this subsection in its own right as fully and to the same extent as the property was possessed, held and enjoyed by it as a credit union under its former jurisdiction and the converted credit union continues to be responsible for all of the obligations of the former credit union to the same extent as though conversion had not taken place. The converted credit union is merely a continuation of the former credit union under a new name and new jurisdiction and the revision of its corporate structure as is considered necessary for its proper operation under the new jurisdiction. |