§904. Conversion into state-chartered association

A. At an annual meeting or at any special meeting of the members or stockholders called to consider such action, any federal association may convert itself into an association under this Chapter upon a vote of fifty-one percent or more of the total number of votes of the members or stockholders of such federal association eligible to be cast. Copies of the minutes of the proceedings of the meeting verified by the affidavit of the secretary or an assistant secretary, shall be filed in the office of the commissioner and mailed to the Federal Home Loan Bank Board, Washington, D.C., within ten days after the meeting. A verified copy of the proceedings of the meeting, when filed, shall be presumptive evidence of the holding and action of the meeting.

B. At the meeting at which conversion is voted upon, the members or stockholders shall also vote upon the directors who shall be the directors of the state chartered association after conversion takes effect. The directors then shall execute the articles of incorporation, bylaws, and attendant data as provided in this Chapter. The commissioner shall insert in the certificate of incorporation at the end of the paragraph preceding the testimonium clause, a statement that this association is incorporated by conversion from a federal association.

C. All of the directors who are chosen for the association shall sign and acknowledge the articles of incorporation and the proposed bylaws as incorporators of the association. The provisions of this Chapter shall, so far as applicable, apply to such conversion under this Chapter. The commissioner may provide by regulation for the procedure to be followed by any such federal association converting into an association under this Chapter.

D. Upon the conversion of any federal association into a state association, the corporate existence of such association shall not terminate, but such state association shall be deemed to be a continuation of the entity of the federal association so converted and all property of the converted association, including its right, title, and interests in and to all property of whatever kind, and every right, privilege, interest, and asset of any value or benefit then existing, or pertaining to it, or which would inure to it, shall immediately by operation of law and without any conveyance or transfer and without any further act or deed, remain and be vested in the state association into which the federal association has converted, and such state association shall have the same right to the same extent as the same was possessed by the converting association.

E. The state association, as of the time of the taking effect of such conversion, shall succeed to all the rights, obligations, and relations of the converting association. All pending actions and other judicial proceedings to which the converting state association is a party shall not be deemed to have abated or to have discontinued by reason of the conversion, but may be prosecuted to final judgment, order, or decree in the same manner as if the conversion into a state association had not been made and the state association resulting from the conversion may continue such action in its corporate name as a state association, and any judgment, order, or decree may be rendered for or against it which might have been rendered for or against the converting federal association theretofore involved in the judicial proceedings.

Acts 1970, No. 234, §1. Acts 1983, No. 675, §1.