6-588

6-588. Conversion of credit union

A. A credit union incorporated under the laws of this state may be converted to a
credit union organized under the laws of the United States, or it may be converted to a
credit union organized under the laws of another state if the principal office has
relocated to another state or jurisdiction, in the following manner:

1. On recommendations of the board of directors, the members of a credit union
incorporated under the laws of this state, by an affirmative majority vote of all members
voting in a meeting called for that purpose or by written ballot filed within fifteen
days, may resolve to convert the credit union into a federal credit union or a credit
union organized under the laws of another state.

2. Within twenty days after the meeting at which the members determine to so
convert, the credit union shall file with the superintendent a certificate verified by
the affidavit of the president or the chairman and the secretary of the credit
union. The certificate shall contain a copy of the minutes of the meeting and a
statement that the members have approved the determination to convert the credit union
into a federal credit union or a credit union organized under the laws of another state.

3. The filing of the certificate required in paragraph 2 of this subsection with
the superintendent is presumptive proof or evidence of the holding of the meeting and the
action taken.

4. After the meeting of the members, the credit union shall take such action as is
necessary under the federal law or the state law to which it is converting as a credit
union. It shall also liquidate in a manner approved by the superintendent any assets or
liabilities which are not by reason of law capable of being transferred to the converted
credit union. Within ten days after the receipt of the new charter or certificate of
incorporation, the credit union shall file with the superintendent and the corporation
commission a copy of the instrument. On this filing, the credit union ceases to be a
credit union incorporated under the laws of this state and is converted to one under its
new jurisdiction.

5. At the time the conversion becomes effective, the credit union ceases to be
supervised by this state and all of the property of the credit union, including all of
its right, title and interest in and to all property of every kind and character,
immediately by operation of law and without any conveyance or transfer and without any
further act or deed is vested in the converted credit union under its new name and
structure and under its new jurisdiction.

6. The converted credit union shall have, hold and enjoy the property prescribed in
paragraph 5 of this subsection in its own right as fully and to the same extent as the
property was possessed, held and enjoyed by it as a credit union under the laws of this
state. The converted credit union continues to be responsible for all of the obligations
of the former credit union to the same extent as though the conversion had not taken
place. The converted credit union is merely a continuation of the former credit union
under a new name and new jurisdiction and the revision of its corporate structure as is
necessary for its proper operation under the new jurisdiction.

B. A credit union organized under the laws of the United States or of any other
state may convert to a credit union incorporated under the laws of this state in the
following manner:

1. To effect such a conversion a credit union shall first comply with all of the
requirements of the jurisdiction under which it is organized and file proof of the
compliance with the superintendent.

2. The converting credit union through its proper officers and officials shall sign
and acknowledge in quintuplicate a certificate of organization as required in sections
6-506 and 6-507 in which they bind themselves to comply with the requirements of the
certificate and with all the laws and rules applicable to a state credit union. The
application for a certificate of organization in quintuplicate, the bylaws in duplicate
and the required charter fee and examination assessment shall be submitted to the
superintendent who shall make or cause to be made an appropriate investigation for the
purpose of determining the advisability of such a conversion. On receipt of the
superintendent's certificate of organization in quadruplicate, with the certificate of
approval, the applicants shall file the certificate of approval attached in quadruplicate
with the corporation commission and record a certified copy of the filing under the seal
of the commission with the county recorder of the county or counties in which the credit
union is to do business. On proof of the recording, the corporation commission shall
issue a certificate of incorporation to the credit union. The credit union shall forward
a certified copy of the certificate of organization showing the filing and recording to
the superintendent. The credit union shall also file with the corporation commission the
appointment of an agent on whom service of process may be made.

3. Within ten days after the receipt of the certified copy of the certificate of
incorporation by the credit union, the credit union shall file two certified copies of
the certificate with its present supervisory agency and a copy of the transmittal letter
with the superintendent.

4. On filing the certified copy of the certificate of organization with the
superintendent, the converting credit union ceases to be a credit union under its former
jurisdiction and is a credit union under the laws of this state. All of the property of
the credit union, including all of its right, title and interest in and to all property
of every kind and character, immediately, by operation of law and without any conveyance
or transfer and without any further act or deed, is vested in the credit union under its
new name and style as a state credit union and under its new jurisdiction.

5. The converted credit union shall have, hold and enjoy the property prescribed in
paragraph 4 of this subsection in its own right as fully and to the same extent as the
property was possessed, held and enjoyed by it as a credit union under its former
jurisdiction and the converted credit union continues to be responsible for all of the
obligations of the former credit union to the same extent as though conversion had not
taken place. The converted credit union is merely a continuation of the former credit
union under a new name and new jurisdiction and the revision of its corporate structure
as is considered necessary for its proper operation under the new jurisdiction.