§ 4-701.1. Converting institution.

   (a) Definitions. --

   (1) In this section the following words have the meanings indicated.

   (2) Converting institution. -- "Converting institution" means a federal mutual savings bank.

   (3) Federal mutual savings bank. -- "Federal mutual savings bank" means an institution that:

      (i) Is incorporated under federal law as a savings bank; and

      (ii) Is a mutual association.

(b) In general. -- A converting institution that is located in this State may convert into a savings bank as provided by federal law and this section.

(c) Requirements; procedure. --

   (1) The converting institution shall meet the requirements of this title for the incorporation of a savings bank.

   (2) The procedures for incorporation may be modified as required by the difference between incorporation and conversion.

   (3) In accordance with regulations adopted by the Commissioner, any interested person may request that the Commissioner conduct a hearing regarding the conversion.

(d) Articles of incorporation. --

   (1) The board of directors of the converting institution shall sign, acknowledge, and file articles of incorporation.

   (2) The articles of incorporation shall state that the conversion has been approved by the members or board of directors in the manner required by subsection (e) of this section.

(e) Approval. -- The conversion shall be approved at a meeting called for that purpose, by the affirmative vote of:

   (1) Two-thirds of the members of the converting institution, voting in person or by proxy; or

   (2) If there are no members, the board of directors of the converting institution.

(f) Status of new savings bank. -- The new savings bank resulting from the conversion:

   (1) Shall be considered the same business and corporate entity as the converting institution; and

   (2) Except as limited by this article or by its charter or bylaws, has all of the rights, powers, and duties of the converting institution.

(g) Property of converting institution. -- The converting institution's rights, franchises, and interests in any property become the property of the new savings bank, subject to the liabilities of the converting institution that exist at the time of the conversion.

(h) Effect of references in writing. -- Unless this construction would be unreasonable, any reference to the converting institution in any writing, whether executed or taking effect before or after the conversion, shall be interpreted as a reference to the new savings bank.

(i) Time period for conversion of nonconforming assets or activities. -- If a converting institution has assets or engages in business activities that do not conform to the law governing savings banks, the Commissioner may allow a reasonable time for the new savings bank to conform to that law.

HISTORY: 2010, ch. 457.