Sec. 36a-135. Conversions of a mutual institution into another mutual institution.
Sec. 36a-135. Conversions of a mutual institution into another mutual institution. (a)(1) Any mutual savings bank, federal mutual savings bank, mutual savings and
loan association, or federal mutual savings and loan association may convert into a
mutual savings bank, federal mutual savings bank, mutual savings and loan association,
or federal mutual savings and loan association, in accordance with the provisions of this
section and any regulations the commissioner may adopt in accordance with chapter 54
as are necessary to allow such conversions on an equitable basis, provided this section
does not apply to the conversion of a mutual federal bank into another mutual federal
bank.
(2) Any conversion pursuant to this section involving the conversion of or to a
federal mutual savings bank or federal mutual savings and loan association shall be
authorized only if permitted by federal law and shall be subject to all requirements
prescribed by federal law.
(3) The converting institution shall file with the commissioner a proposed plan of
conversion, a copy of the proposed amended certificate of incorporation, and a certificate
by the secretary of the converting institution that the proposed plan of conversion has
been approved, in accordance with subdivision (4) of this subsection, by the governing
board, and, in the case of a converting savings and loan association, federal savings
bank or federal savings and loan association, the depositors or members thereof.
(4) The plan of conversion shall require the approval of a majority of the governing
board of the converting institution. In the case of a converting savings and loan association, the plan of conversion shall also require the favorable vote of not less than fifty-one per cent of the votes cast by depositors of such association at a special meeting
called to consider such conversion. In the case of a converting federal savings bank or
federal savings and loan association, the plan of conversion shall require any vote of
depositors or members prescribed by federal law.
(5) In the case of a converting savings and loan association, any depositor may,
within fifteen days after written notice given such depositor of such conversion, signify
to such association, in writing, such depositor's dissent therefrom. Any such dissenting
depositor shall not, as a result of the conversion, become a depositor of the converted
institution, and shall be entitled to receive from the converted institution the value of
such depositor's savings account in the converting association, to be ascertained by an
appraisal, made as the governing board of the converted institution prescribes. If the
value so fixed is not satisfactory to such depositor, such depositor may appeal to the
commissioner, who shall make a reappraisal, which is final. If the reappraisal exceeds
the value fixed by the governing board, the converted institution shall pay the expenses
thereof. If the reappraisal does not exceed the value fixed by the governing board, the
appellant shall pay the expenses thereof. The value so ascertained shall be a debt due such
depositor from such converted institution. Any depositor of a converting association who
does not dissent in accordance with this subdivision shall become a depositor of the
converted institution and shall receive, without payment, a withdrawable deposit account or accounts in the converted institution equal in withdrawable amount to the
withdrawal value of such depositor's deposit account or accounts in the converting
association.
(b) In any conversion of a mutual savings bank or mutual savings and loan association to a federal mutual savings bank or federal mutual savings and loan association
under this section:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that (A) the converting institution has complied with all applicable
provisions of law, and (B) the programs, policies and procedures of the converting
institution relating to anti-money-laundering activity are adequate, and the converting
institution has a record of compliance with anti-money-laundering laws and regulations.
(2) After receipt of the commissioner's approval, the converting institution shall
promptly file such approval with the Secretary of the State and with the town clerk of
the town in which its principal office is located. Upon such filing, and upon the receipt
of all necessary approvals required under federal law, the converting institution shall
cease to be a mutual savings bank or mutual savings and loan association and shall
become a federal mutual savings bank or federal mutual savings and loan association,
as the case may be. The converted institution shall not commence business unless its
insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency.
(c) In any conversion under this section involving the conversion to a mutual savings
bank or mutual savings and loan association:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that: (A) The converting institution has complied with all applicable provisions of law; (B) the converting institution has equity capital at least equal to
the minimum equity capital required for the organization of a Connecticut bank; (C) the
programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations; and (D) the proposed conversion
will serve the public necessity and convenience.
(2) After receipt of the commissioner's approval, the converting institution shall
promptly file such approval and its amended certificate of incorporation with the Secretary of the State and with the town clerk of the town in which its principal office is
located. Upon such filing, the converting institution ceases to be the type of institution
from which it converted and becomes a mutual savings bank or mutual savings and loan
association, as the case may be. The converted institution shall not commence business
unless its insurable accounts and deposits are insured by the Federal Deposit Insurance
Corporation or its successor agency. Upon such conversion, the converted institution
possesses all of the rights, privileges and powers granted to it by its amended certificate
of incorporation and by the provisions of the general statutes applicable to the type of
institution into which it converted, and all of the assets, business and good will of the
converting institution are transferred to and vested in it without any deed or instrument
of conveyance provided the converting institution may execute any deed or instrument
of conveyance as is convenient to confirm such transfer. The converted institution is
subject to all of the duties, relations, obligations, trusts and liabilities of the converting
institution, whether as debtor, depository, registrar, transfer agent, executor, administrator, trustee or otherwise, and is liable to pay and discharge all such debts and liabilities,
to perform all such duties and to administer all such trusts in the same manner and to
the same extent as if the converted institution had itself incurred the obligation or liability
or assumed the duty, relation or trust. All rights of creditors of the converting institution
and all liens upon the property of such institution are preserved unimpaired and the
converted institution is entitled to receive, accept, collect, hold and enjoy any and all
gifts, bequests, devises, conveyances, trusts and appointments in favor of or in the name
of the converting institution and whether made or created to take effect prior to or after
the conversion.
(3) The persons named as directors in the amended certificate of incorporation of
the converted institution shall be its directors until the first annual election of directors
after the conversion or until the expiration of their terms as directors, and have the
power to take all necessary actions and to adopt bylaws concerning the business and
management of such converted institution.
(P.A. 94-122, S. 63, 340; P.A. 98-260, S. 3; P.A. 02-47, S. 7; P.A. 03-259, S. 9, 10.)
History: P.A. 94-122 effective January 1, 1995; P.A. 98-260 deleted Subsec. (a)(6) re public hearing and amended
Subsecs. (b) and (c) by deleting requirement re approvals needed for deposit insurance from Subdiv. (1) and adding
requirement for FDIC insurance prior to commencing business in Subdiv. (2) in both Subsecs.; P.A. 02-47 amended Subsec.
(a)(3) and Subsec. (c)(2) and (3) by adding provisions re amended certificate of incorporation; P.A. 03-259 amended
Subsecs. (b)(1) and (c)(1) by adding new Subparas. (B) and (C), respectively, re anti-money-laundering activity and
compliance, adding Subpara. (A) designator in Subsec. (b)(1) and, in Subsec. (c)(1), redesignating existing Subpara. (C)
as Subpara. (D).