§ 54C-31. Conversion from State to federal charter.
§ 54C‑31. Conversionfrom State to federal charter.
A State savings bank, stock ormutual, organized and operated under this Chapter, may convert to a federalcharter in accordance with the laws and regulations of the United States andwith the same force and effect as though originally incorporated under theselaws. The procedure to effect this conversion is as follows:
(1) The savings bankshall submit a plan of conversion to the Commissioner of Banks, who may approvethe plan, with or without amendment, or refuse to approve the plan. If theCommissioner of Banks approves the plan, then the plan shall be submitted tothe members or stockholders as provided in the subdivision (2) of this section.If the Commissioner of Banks refuses to approve the plan, the objections shallbe stated in writing and the converting savings bank shall be given anopportunity to amend the plan to obviate the objections or to appeal theCommissioner of Banks' decision to the Commission.
(2) A meeting of themembers or stockholders shall be held upon not less than 15 days' notice toeach member or stockholder. Notice of the meeting may be mailed to each memberor stockholder, postage prepaid, to the last known address, or the board ofdirectors may cause notice of the meeting to be published, once a week for twoweeks preceding the meeting, in a newspaper of general circulation in thecounty where the savings bank has its principal office. It is regarded assufficient notice of the purpose of the meeting if the notice contains substantiallythe following statement: "The purpose of this meeting is to consider theconversion of this State chartered savings bank to a federal charter, under thelaws of the United States." An appropriate officer of the savings bankshall make proof by affidavit at the meeting of due service of the notice orcall for the meeting.
(3) At the meeting ofthe members or stockholders of the savings bank, the members or stockholdersmay, by affirmative vote of a majority of votes or shares present, in person orby proxy, resolve to convert the savings bank to a federal charter. A copy ofthe minutes of the meeting of the members or stockholders certified by anappropriate officer of the savings bank shall be filed in the office of theCommissioner of Banks. The certified copy when so filed is prima facie evidenceof the holding and the action of the meeting.
(4) Within a reasonabletime after the receipt of a certified copy of the minutes, the Commissioner ofBanks shall either approve or disapprove the proceedings of the meeting forcompliance with the procedure set forth in this section. If the Commissioner ofBanks approves the proceedings, the Commissioner of Banks shall issue acertificate of approval of the conversion. The savings bank shall record thecertificate in the office of the Secretary of State. If the Commissioner ofBanks disapproves the proceedings, the Commissioner of Banks shall provide awritten explanation of the disapproval and notify the savings bank of thedisapproval. The savings bank may appeal a disapproval to the Commission.
(5) The savings bankshall file an application, in the manner prescribed or authorized by the lawsand regulations of the United States, to consummate the conversion to a federalcharter. A copy of the charter or authorization issued to the savings bank bythe appropriate federal regulatory authority shall be filed with theCommissioner of Banks. Upon filing with the Commissioner of Banks, the savingsbank shall cease to be a State savings bank and shall be a federal depositoryinstitution.
(6) Whenever any savingsbank converts to a federal charter it shall cease to be a savings bank underthe laws of this State, except that its corporate existence is deemed to beextended for the purpose of prosecuting or defending suits by or against it andof enabling it to close its business affairs as a State savings bank and todispose of and convey its property. At the time when the conversion becomeseffective all the property of the State savings bank including all its rights,title, and interest in and to all property of whatever kind, whether real,personal or mixed, and things in action, and every right, privilege, interest,and asset of any conceivable value or benefit then existing, belonging orpertaining to it, or which would inure to it, shall immediately by act of lawand without any conveyance or transfer, and without any further act or deed, bevested in and become the property of the federal depository institution, whichshall have, hold and enjoy the same in its own right as fully and to the sameextent as the same was possessed, held, and enjoyed by the savings bank; andthe federal depository institution as of the effective time of the conversionshall succeed to all the rights, obligations, and relations of the Statesavings bank. (1991,c. 680, s. 1; 2001‑193, s. 16.)