6-462

6-462. Conversion from state to federal
association

Any association operating under this chapter may become a federal association
pursuant to the laws and regulations of the United States and in accordance with the
following procedure:

1. The board of directors shall approve a plan of conversion by resolution adopted
by majority vote of all of the directors. The plan shall set forth, among other terms:

(a) A financial statement of the association as of the last business day of the
month preceding the adoption of the plan.

(b) The disposition of withdrawable capital and guaranty capital, if any.

(d) The disposition of any segregated surplus established under the provisions of
section 6-426.

(e) The disposition of any obligations or liabilities.

2. Such plan and resolution shall be submitted to the superintendent at least
fifteen days prior to the members' meeting at which action of members is to be taken.

3. If the plan of conversion provides for no adjustment in the accounts of members
and all obligations and liabilities are to be assumed by the federal association, the
superintendent's approval of the plan of conversion shall not be required.

4. If the plan of conversion adjusts values of any type of capital, or if the
association has a segregated surplus, such plan of conversion shall be subject to the
approval of the superintendent. Approval shall be given in such case if the
superintendent finds that the plan is equitable and protects the rights of all persons
affected, including such contingent interests as theretofore may have been created in the
segregated surplus, if any.

5. After receipt of such approval from the superintendent, if required, the plan of
conversion may be submitted at an annual or special meeting of the members. The plan
will be adopted upon receiving, in the affirmative, fifty-one per cent or more of the
total number of votes which all members of the association are entitled to cast. A
report of proceedings at such meeting, certified by the president or a vice president and
attested by the secretary, shall be filed promptly with the superintendent.

6. Within ninety days after the date of such meeting, the association shall take
the action prescribed and authorized by the laws and regulations of the United States to
complete its conversion to a federal association.

7. Upon receipt of a federal charter, the association shall file promptly with the
superintendent and the corporation commission either a copy of said charter or a
certificate of the appropriate federal officer setting forth the facts concerning the
issuance of such charter and upon recording said charter in the same manner as is
required for the association's articles of incorporation, the association shall cease to
be a state chartered association.