§ 19-10.1-1 - Power to convert financial institution with capital stock to a general business corporation or other entity.
SECTION 19-10.1-1
§ 19-10.1-1 Power to convert financialinstitution with capital stock to a general business corporation or otherentity. – Any financial institution with capital stock chartered under the laws of thisstate and that is solvent may, upon notice to the director or the director'sdesignee pursuant to § 19-10.1-2 and subject to the approval of thedirector or the director's designee, convert to and become a general businesscorporation organized under the Rhode Island Business Corporation Act, Chapter1.2 of Title 7, or another financial services entity chartered under the lawsof the United States. As a condition of such conversion, such financialinstitution shall amend its agreement to form a financial institution, andwhere applicable for financial institutions organized before December 31, 1995,the articles of incorporation or the agreement of association of the financialinstitution, such amendment to be by a vote of its stockholders owningtwo-thirds (2/3) of its capital stock. For the purpose of closing out anydepository or other exclusively financial institution related businessactivities authorized pursuant to § 19-3-1, the directors or trustees ofthe financial institution shall submit to the director or the director'sdesignee for approval either: (a) a plan, satisfactory in form and content tothe director or the director's designee, for termination of any remainingdepository or other transactions entered into under or pursuant to the powers,rights or activities reserved to financial institutions under § 19-3-1 andto which such entity remains to be a party; or (b) a certification,satisfactory in form and content to the director or the director's designee, tothe effect that all such depository and other banking related transactions havebeen terminated for at least one (1) year. The director or the director'sdesignee shall, upon timely completion of its review and approval of the planor certification, issue an approval and consent for the conversion. Theconversion shall not require the prior liquidation of the subject entity. Thecorporate existence of such entity shall not terminate and such entity shall bedeemed to be a continuation of the previously existing financial institution,absent any powers of deposit taking or other powers exclusively reserved tofinancial institutions under § 19-3-1. Upon issuance of the approval bythe director or the director's designee for such conversion, the secretary ofstate shall be so notified and the agreement to form, or for financialinstitutions organized before December 31, 1995, the articles of incorporationor the agreement of association, of the financial institution shall be amendedby filing an amendment with the Secretary of State so as to change the name ofthe entity to one containing words other than those identified with a financialinstitution and to otherwise conform its articles of incorporation or agreementof association with the requirements of a business corporation organized underthe Rhode Island Business Corporation Act, Chapter 1.2 of Title 7.