State Codes and Statutes

State Codes and Statutes

Statutes > California > Fin > 5700-5718

FINANCIAL CODE
SECTION 5700-5718



5700.  A state association may convert itself into a federal
association by following the procedure outlined in Sections 5701
through 5708.


5701.  At any regular or special meeting called to consider the
conversion of an association into a federal association, in the case
of a stock association, the stockholders entitled to vote and any
members entitled to vote, by an affirmative majority of the votes
cast in person or by proxy; and in the case of a mutual association
the members, by action on a proposal approved by the members, may
resolve to convert the association into a federal association.



5702.  Any executor, administrator, guardian, conservator of a
natural person or receiver, and any fiduciary or trustee, and any
public corporation, political subdivision, public instrumentality,
charitable institution, educational and eleemosynary institution,
trust company or financial institution, and any insurance company or
cemetery association may, without obtaining court approval:
   (a) Vote in person or by proxy in favor of or against converting a
state association into a federal association, or may approve or
disapprove the determination to so convert.
   (b) Exchange any stock, savings accounts, or other rights or
claims, for securities issued by the federal association, and hold
the securities as legal investments.



5703.  Promptly after the meeting approving a conversion into a
federal association, the association shall file in the office of the
commissioner a certificate verified by the president or vice
president and the secretary or assistant secretary of the
association. The certificate shall contain a copy of the minutes of
the meeting and a statement of the number of stockholders and members
entitled to vote and the number voting to approve the determination
to convert the association into a federal association. A like
certificate shall be filed in the office of the Secretary of State.




5704.  A certified copy of the certificate required by Section 5703
filed in the office of the Secretary of State is presumptive evidence
of the holding of the meeting, the action taken at the meeting, and
of the approval of stockholders and members.



5705.  After the meeting of the stockholders and members, the
association shall take any action necessary to make it a federal
association, and promptly after receipt of the federal charter the
association shall file in the office of the commissioner and in the
office of the Secretary of State, a copy of the charter issued to it
by the Office of Thrift Supervision or a certificate showing the
organization of the association as a federal association certified by
or on behalf of the Office of Thrift Supervision. Upon the filing of
this instrument in the office of the Secretary of State the
association ceases to be a state association and is a federal
association.



5706.  At the time the conversion into a federal association becomes
effective the association ceases to be supervised by this state and
all of the property of the association, 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 association under its new name and style as a federal
association and under its new jurisdiction.



5707.  The converted federal association shall have, hold, and enjoy
the property mentioned in Section 5706 in its own right as fully and
to the same extent as the property was possessed, held, and enjoyed
by it as a state association and the federal association shall
continue to be responsible for all of the obligations of the
converted state association to the same extent as though the
conversion had not taken place. The federal association is merely a
continuation of the state association 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.



5708.  Where a copy of a charter of a federal association, issued by
the Federal Home Loan Bank Board pursuant to the laws of the United
States was filed with the Secretary of State prior to September 13,
1941, with the intent of converting a building and loan association
organized and existing under the laws of this state into a federal
association, those conversions are validated, legalized, ratified and
confirmed.



5709.  Any federal association may convert itself into an
association by following the procedure set forth in Sections 5710
through 5718.


5710.  At any regular or special meeting called to consider the
action, the stockholders and members entitled to vote by an
affirmative majority of the votes cast in person or by proxy, may
resolve to convert a federal association into an association.




5711.  Copies of the minutes of the proceedings of the meeting of
the stockholders or members in which they vote to convert into an
association, verified by the president or vice president and the
secretary or an assistant secretary, shall be filed promptly after
the meeting in the office of the commissioner, and, in duplicate,
with the federal home loan bank of which the association is a member.




5712.  The verified copies of the minutes of the meeting, when filed
as required by Section 5711, are presumptive evidence of the holding
and action of the meeting.



5713.  After a meeting as provided for in Section 5710, the federal
association shall take or cause to be taken such action as shall make
it an association in the manner prescribed and authorized by this
division. The directors elected at the meeting shall file the
documents with applicable fees and take such proceedings as are
required by this division in the case of the original incorporation
of an association. The decision for approval or denial shall be
issued in writing. No association incorporated by conversion from a
federal association is required to comply with any of the provisions
of law or any regulations promulgated by the commissioner relating to
the minimum amounts of capital required to be subscribed in
connection with the original incorporation of an association under
this division.



5714.  The directors of an association converted from a federal
association may insert in the articles of incorporation the following
statement: "This association is incorporated by conversion from a
federal savings and loan association. "




5715.  Promptly after the filing of the articles of incorporation
with the Secretary of State, there shall be filed with the federal
home loan bank of which the association is a member, two copies of
the articles of incorporation, certified by the Secretary of State.




5716.  Upon the filing of the articles of incorporation with the
Secretary of State, the federal association ceases to be a federal
association and is an association under the laws of this state. All
of the property of the federal association, 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
association under its new name and style as an association and under
its new jurisdiction.



5717.  The converted association shall have, hold, and enjoy the
property mentioned in Section 5716 in its own right as fully and to
the same extent as the property was possessed, held and enjoyed by it
as a federal association and the converted association continues
responsible for all of the obligations of the converted federal
association to the same extent as though conversion had not taken
place. The association is merely a continuation of the federal
association under a new name and new jurisdiction and such revision
of its corporate structure as is considered necessary for its proper
operation under the new jurisdiction.


5718.  In the event stock is to be issued by the converted
association, the commissioner may issue an organizing permit to the
federal association or to the board of directors elected to serve
after conversion, authorizing the association or the board of
directors to take subscriptions to stock, to collect subscription
payments and to impound the payments pending the issuance of stock,
and authorizing the converted association to issue stock after the
filing of its articles of incorporation with the Secretary of State.
The commissioner may require that all stock to be initially issued be
subscribed and fully paid. The commissioner may also issue a
certificate of authority to the converted association to be effective
upon filing of its articles of incorporation, and may also issue any
other orders and permits necessary to authorize the association to
continue business without interruption upon the filing of its
articles of incorporation.