§ 54B-34.2. Conversion to bank.
§ 54B‑34.2. Conversionto bank.
(a) A savings and loanassociation, upon a majority vote of its board of directors, may apply to theCommissioner of Banks for permission to convert to a bank, as defined underG.S. 53‑1(1), or to a national bank or other form of depositoryinstitution and for certification of appropriate amendments to its certificateof incorporation to effect the change. Upon receipt of an application to soconvert, the Commissioner of Banks shall examine all facts connected with theconversion including receipt of approval of the converting institution's planof conversion by other federal or state regulatory agencies having jurisdictionover the institution upon completion of its conversion. The depositoryinstitution applying for permission to convert shall pay all the expenses andcosts of examination.
(b) The convertingdepository institution shall submit a plan of conversion as a part of theapplication to the Commissioner of Banks. The Commissioner of Banks may approveit with or without amendment. If the Commissioner of Banks approves the plan,then the plan shall be submitted to the members or stockholders as provided insubsection (c) of this section. If the Commissioner of Banks refuses to approvethe plan, the Commissioner of Banks' objections shall be stated in writing andthe converting depository institution shall be given an opportunity to amendits plan to obviate the objections or to appeal the Commissioner of Banks'decision to the Commission.
(c) After lawful noticeto the members or stockholders of the converting depository institution andfull and fair disclosure, the substance of the plan shall be approved by themembers or the shareholders at a duly called and properly convened meeting ofthe members or shareholders. Following the meeting of the members orshareholders, the results of the vote certified by an appropriate officer ofthe converting depository institution shall be filed with the Commissioner ofBanks. The Commissioner of Banks shall then either approve or disapprove therequested conversion to a bank, national bank, or other form of depositoryinstitution. After approval of the conversion, the Commissioner of Banks shallsupervise and monitor the conversion process and shall ensure that theconversion is conducted lawfully and under the approved plan of conversion. (1993, c. 163, s. 5; 2001‑193,s. 16.)