Section 81-12-57 - Conversion of association organized under state law or of federal association into capital stock associationIf the board of directors determines, and the commissioner concurs, that substantial business benefit to the association will or may result, and if federal law, regulations or administrative rulings authorize federal associations to convert to capital stock associations, the voting members of a mutual association organized pursuant to this chapter, or otherwise subject to the provisions of this chapter or a federal mutual savings or savings and loan association (hereinafter in this subsection referred to as a "federal association") located in this state may vote to convert the association into a total or partial capital stock association by adopting a plan of conversion which is approved by the commissioner.
(a) The plan of conversion must be approved at a meeting of voting members called to consider such action by an affirmative vote of fifty-one percent (51%) or more of the total number of votes eligible to be cast. The commissioner may approve or disapprove the plan of conversion in his discretion, but he shall not approve the plan unless he finds that the plan is fair and equitable to members of the association and that the interests of the savings account holders and the public are adequately protected. Notice of the meeting, giving the time, place and purpose thereof, together with a proxy statement and proxy form approved by the commissioner, covering all matters to be brought before the meeting, shall be mailed at least thirty (30) days prior thereto to the commissioner and to each voting member at his last address as shown on the books of the association. The notice shall advise the savings account holders of their right to the public hearing provided in Section 81- 12-59.(b) Copies of the minutes of the meeting of members, verified by the affidavit of the secretary or assistant secretary of the association, shall be filed in the office of the department and with the appropriate federal regulatory authority within a reasonable time after the meeting. When so filed, the verified copies of the minutes are presumptive evidence of the holding of the meeting and of the action taken. Any member or stockholder challenging the accuracy of such minutes by sworn objection may appeal to the commissioner.(c) The directors of the association shall execute and file with the supervisory authority proposed articles of incorporation as provided for in Section 81-12-25, together with an application for conversion and a firm commitment for, or evidence of, insurance of deposits and other accounts of a withdrawable type. The articles shall contain a statement that the corporation resulted from the conversion of a mutual or federal association to a capital stock association. If approved by the commissioner, he shall affix the same to the articles of incorporation. An authenticated copy of the articles of incorporation shall be filed with the Secretary of State and one (1) copy of the articles of incorporation and the certificate of incorporation shall be returned to the association. The association shall cease to be a mutual association at the time and on the date specified in the approved articles of incorporation.(d) All the provisions regarding property and other rights contained in Section 81-12-53 shall apply to the conversion of a mutual or federal association to a capital stock association, so that the capital stock association shall be a continuation of the corporate entity of the mutual or federal association and continue to have all of its property and rights.Laws, 1977, ch. 445, § 13(3); reenacted, 1982, ch. 301, § 29; Laws, 1990 Ex Sess, ch. 52, § 30; Laws, 1993, ch. 441, § 30; reenacted and amended, 1994, ch. 622, § 62; reenacted without change, Laws, 1997, ch. 496, § 27; reenacted without change, Laws, 2001, ch. 488, § 28, eff. 7/1/2001.