17:9A-17.2. Conversion of capital stock savings bank, bank; proceedings
2. A capital stock savings bank may apply to the commissioner to convert itself to a bank by organizing and transferring its assets and liabilities to a newly-chartered bank, and a bank may apply to the commissioner to convert itself to a capital stock savings bank by organizing and transferring its assets and liabilities to a newly-chartered capital stock savings bank, and the proceedings to effect either application for conversion shall be as follows:
a. When, in the judgment of the board of directors of a State chartered capital stock savings bank or bank which intends to convert its charter, it shall be deemed advisable and in the best interests of its stockholders that the same shall be converted into a bank or capital stock savings bank of this State, as the case may be, the board of directors shall adopt a resolution to that effect.
b. After adoption of the resolution, a meeting of the stockholders of the State capital stock savings bank or bank, as the case may be, shall be held upon not less than 10 days' written notice to the stockholders by mail, postage prepaid, directed to the addresses appearing on the books of the corporation, which notice shall contain a statement of the time, place and purpose for which the meeting is called.
c. At the meeting, stockholders may by the affirmative vote of two-thirds of those present, or shares eligible to be voted which are represented at the meeting, either in person or by proxy, declare by resolution the determination to convert the State capital stock savings bank into a State chartered bank or to convert the State bank into a State chartered capital stock savings bank, as the case may be.
d. If the authority for the proposed conversion has been approved by the board of directors and by the stockholders as required by this section, the board of directors of the corporation may apply to the commissioner to convert the charter pursuant to this act.
L.1992,c.184,s.2.
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