369.078. Conversion from mutual to capital stock association--requirements--rules of division, content--certificate of conversion, issued, when, effect of.
Conversion from mutual to capital stockassociation--requirements--rules of division,content--certificate of conversion, issued, when, effect of.
369.078. 1. Any mutual savings and loan associationchartered under the laws of this state may convert to and becomea capital stock association upon compliance with the provisionsof this chapter.
2. The rules, general requirements, required provisions ina plan of conversion, optional provisions in a plan ofconversion, notices and procedures to accomplish a conversionfrom mutual to capital stock form of organization shall be as setforth from time to time in regulations of the director of thedivision of finance promulgated in accordance with the provisionsof this chapter. The director of the division of finance mayadopt as the director's own the regulations of the FederalDeposit Insurance Corporation or any successor thereto governingthe conversion of mutual insured associations to capital stockinsured associations in whole or in part, but no regulation ofthe director of the division of finance shall contain anyrequirement or provision, the effect of which is to preventapproval of the plan of conversion by the Federal DepositInsurance Corporation or any successor thereto. Such regulationsshall require the approval of the plan of conversion by thedirector of the division of finance, by the Federal DepositInsurance Corporation or any successor thereto, by a majority ofthe board of directors of the association and unless waived bythe director of the division of finance and the Federal DepositInsurance Corporation or any successor thereto in supervisorycases, at least the majority of the members of the associationpresent in person or by proxy at an annual meeting or at anyspecial meeting of the members.
3. Upon a finding by the director of the division offinance that the conversion to capital stock association has beencompleted in accordance with the requirements of this chapter andof the regulations, the director of the division of finance shallissue to the association a certificate of conversion, attachingas a part of such certificate a copy of the plan of conversion.A certified copy of such certificate shall be filed by thedirector of the division of finance with the secretary of stateand all amendments to the articles of incorporation contained inthe plan of conversion shall be effective.
4. Upon the issuance to the association of a certificate ofconversion as provided in subsections 1 to 3 of this section, thecorporate existence of such converting association shall notterminate, but such association shall be a continuation of theentity so converted and all property of the convertedassociation, including its rights, titles, and interests in andto all property of whatever kind, whether real, personal, ormixed, things in action, and every right, privilege, interest,and asset of any conceivable value or benefit then existing, orpertaining to it, or which would inure to it, immediately, byoperation of law and without any conveyance or transfer andwithout any further act or deed, shall vest in and remain theproperty of such converted association, and the same shall have,hold, and enjoy the same in its own right as fully and to thesame extent as the same were possessed, held, and enjoyed by theconverting association, and such converted association, uponissuance of the certificate of such conversion, shall continue tohave and succeed to all the rights, obligations and relations ofthe converting association. All pending actions and otherjudicial proceedings to which the converting association is aparty shall not be abated or discontinued by reason of suchconversion, but may be prosecuted to final judgment, order, ordecree in the same manner as if such conversion had not beenmade. Any judgment, order, or decree may be rendered for oragainst it which might have been rendered for or against theconverting association involved in the proceedings.
(L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1994 H.B. 1165)Effective 7-6-94