§ 54B-31. Conversion from federal to State association.
§ 54B‑31. Conversionfrom federal to State association.
Any federal savings and loanassociation, stock or mutual, organized and existing under the laws andregulations of the United States and duly authorized to operate and actuallyoperating in North Carolina may convert into a State savings and loanassociation operating under the provisions of this Chapter, with the same forceand effect as though originally incorporated under the provisions of thisChapter, by complying with the rules and regulations of the federal regulatoryauthority, and also by following the procedure as set forth in this section:
(1) The federalassociation shall submit a plan of conversion to the Commissioner of Banks.When such plan, either with or without amendment, has been approved by theCommissioner of Banks, it shall be submitted to the members or stockholders ofthe association as provided in the next subdivision.
(2) A meeting of themembers or stockholders shall be held upon not less than 15 days' notice toeach member or stockholder. Notice can be made either by mailing such to eachmember or stockholder, postage prepaid, to the last known address or by theboard of directors causing to be published once a week for two weeks precedingsuch meeting, in a newspaper of general circulation published in the countywhere such association has its principal office, a notice of the meeting. Itshall be regarded as sufficient notice of the purpose of the meeting if thecall contains the following statement: "The purpose of this meeting is toconsider the conversion of this federally chartered association to a State‑charteredsavings and loan association, pursuant to the provisions of the laws of theState of North Carolina." An appropriate officer of the association shallmake proof by affidavit at such meeting of the due service of the notice orcall for said meeting.
(3) At the meeting ofthe members or stockholders of such association, such members or stockholdersmay by affirmative vote of a majority of votes or shares present, in person orby proxy, resolve to convert said association to a State association. A copy ofthe minutes of the meeting of the members or stockholders, certified by anappropriate officer of the association, shall be filed with the Commissioner ofBanks, accompanied by a conversion fee. The certified copy when so filed shallbe prima facie evidence of the holding of and the action taken at the meeting.
(4) Within 30 days afterthe approval of the proceedings by the Commissioner of Banks, the associationshall file with the Commissioner of Banks, the Secretary of State, and theregister of deeds of the county where such association intends to operate acopy of the certificate of incorporation of such association, signed by atleast seven directors. The certificate of incorporation shall conform to theprovisions of the laws of this State. The Secretary of State and the registerof deeds of the county where the association has its principal office shall notissue or record the certificate of incorporation until authorized to do so bythe Commissioner of Banks. Upon receipt of a copy of the certificate ofincorporation the Commissioner of Banks shall cause to be made a carefulexamination and investigation of the facts connected with the conversion of theassociation, including an examination of its affairs generally and adetermination of its assets and liabilities. The reasonable cost and expensesof the examination and investigation shall be paid by the association. If itappears that the association, if converted, will lawfully be entitled toconduct business as a State association pursuant to the provisions of thisChapter, the Commissioner of Banks shall so certify to the Secretary of Stateand the register of deeds in the county in which the association is located,who shall thereupon issue and record such certificate of incorporation. Uponissuance and recordation of the certificate of incorporation the associationshall file with the appropriate federal regulatory authority a certified copyof same. Upon such filing, the association shall cease to be a federalassociation and shall be converted to a State association.
(5) Upon conversion, allthe property of the federal association, including all its rights, title andinterest in and to all property of whatsoever kind whether real, personal ormixed, and things in action, and every right, privilege, interest and asset ofany 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 anyconveyance or transfer, and without any further act or deed, be vested in andbecome the property of the State association, which shall have, hold, and enjoythe same in its own right as fully and to the same extent as if the same waspossessed, held or enjoyed by said federal association; and such Stateassociation shall be deemed to be a continuation of the entity and the identityof said federal association, operating under and pursuant to the provisions ofthis Chapter, and all rights, obligations and relations of said federalassociation to or in respect to any person, estate, or creditor, depositor,trustee or beneficiary of any trust, and to or in respect to any executorshipor trusteeship or other trust or fiduciary function, shall remain unimpaired,and the State association, shall by operation of this section succeed to allsuch rights, obligations, relations and trusts, and the duties and liabilitiesconnected therewith, and shall execute and perform each and every such right,obligation, trust and relation in the same manner as if such State associationhad itself assumed the trust or relation, including the obligations andliabilities connected therewith. (1981, c. 282, s. 3; 1981 (Reg. Sess., 1982), c. 1238,s. 6; 1985, c. 659, s. 4; 1989, c. 76, s. 7; 2001‑193, s. 16.)