81-14-103 - Conversion from state to federal charter.
§ 81-14-103. Conversion from state to federal charter.
Any state savings bank, stock or mutual, organized and operated under the provisions of this chapter, may convert to a federal charter in accordance with the provisions of the laws and regulations of the United States and with the same force and effect as though originally incorporated under such laws. The procedure to convert shall be as follows:
(a) The savings bank shall submit a plan of conversion to the commissioner, and he may approve the plan, with or without amendment, or reject the plan. If he approves, the plan shall be submitted to the members or stockholders as hereinafter provided. If the commissioner rejects the plan, he shall state his objections in writing and give the converting savings bank an opportunity to amend the plan.
(b) A meeting of the members or stockholders shall be held after fifteen (15) days' notice to each member or stockholder. The board of directors may provide notice of the meeting to each member or stockholder either by mail, postage prepaid, or by publication of notice, once a week for two (2) weeks preceding such meeting, in a newspaper of general circulation in the county where such savings bank has its principal office. The notice may contain the following statement: "The purpose of this meeting is to consider the conversion of this state-chartered savings bank to a federal charter, pursuant to the laws of the United States." An appropriate officer of the savings bank shall make proof by affidavit at such meeting of due service of the notice for such meeting.
(c) At the meeting of the members or stockholders of such savings bank, such members or stockholders may by affirmative vote of a majority of votes or shares present, in person or by proxy, resolve to convert said savings bank to a federal charter. A certified copy of the minutes from such meeting shall be filed in the office of the commissioner and shall be prima facie evidence of the holding of the meeting.
(d) Within a reasonable time after the receipt of a certified copy of the minutes, the commissioner shall either approve or reject the proceedings of the meeting for compliance with the procedure set forth in this section. If the commissioner approves the proceedings, he shall issue a certificate of his approval of conversion. Such certificate shall be recorded by the savings bank in the office of the Secretary of State. If the commissioner rejects the proceedings, he shall provide a written explanation of his disapproval and notify the savings bank of his disapproval.
(e) The savings bank shall file an application, in the manner prescribed or authorized by the laws and regulations of the United States, to consummate the conversion to a federal charter. A copy of the charter or authorization issued to the savings bank by the appropriate federal regulatory authority shall be filed with the commissioner. Upon filing with the commissioner, the savings bank shall cease to be a state savings bank and shall be a federal depository institution.
(f) Whenever any savings bank shall convert to a federal charter, it shall cease to be a savings bank under the laws of this state; provided, however, that its corporate existence shall be extended for the purpose of prosecuting or defending suits, enabling such savings bank to close its business affairs as a state savings bank, and disposing of and conveying its property. At the time when such conversion becomes effective, all the property of the state savings bank, including all its rights, title and interest in and to all property of whatever kind, and every right, privilege, interest and asset of any conceivable value or benefit then existing, belonging 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, be vested in and become the property of the federal depository institution which shall have, hold and enjoy such property in its own right as fully as such property was possessed, held and enjoyed by the savings bank; and the federal depository institution as of the effective time of such conversion shall succeed to all the rights, obligations and relations of the state savings bank.
Sources: Laws, 1992, ch. 489, § 27 1994, ch. 622, § 146; reenacted without change, Laws, 1997, ch. 364, § 27; reenacted without change, Laws, 2001, ch. 457, § 27, eff from and after July 1, 2001.