IC 28-1-21.4
    Chapter 21.4. Charter Conversion of a Building and LoanAssociation to a Stock Building and Loan Association

IC 28-1-21.4-1
"Mutual savings association" defined
    Sec. 1. As used in this chapter, "mutual savings association"means any mutual savings association organized or reorganizedunder this title, and any savings association organized under anyIndiana statute before February 24, 1933, that is in a mutual form.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.46.

IC 28-1-21.4-2
"Charter conversion" defined
    Sec. 2. As used in this chapter, "charter conversion" means theconversion of a mutual savings association to a stock savingsassociation, including any of the following:
        (1) A conversion in connection with the formation of a holdingcompany.
        (2) An acquisition involving an existing corporation.
        (3) A merger with an existing financial institution.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.47.

IC 28-1-21.4-3
"Conversion plan" defined
    Sec. 3. As used in this chapter, "conversion plan" refers to theplan of charter conversion of a mutual savings association to a stocksavings association required by this chapter.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.48.

IC 28-1-21.4-4
"Effective time of the charter conversion" defined
    Sec. 4. As used in this chapter, "effective time of the charterconversion" means the date:
        (1) that the articles of conversion are filed with the secretary ofstate under section 16 of this chapter; or
        (2) designated in the articles of conversion.
As added by P.L.176-1996, SEC.14.

IC 28-1-21.4-5
"Office of thrift supervision" defined
    Sec. 5. As used in this chapter, "office of thrift supervision" refersto the primary federal regulator of savings associations.
As added by P.L.176-1996, SEC.14.

IC 28-1-21.4-6
"Stock savings association" defined    Sec. 6. As used in this chapter, "stock savings association" meansa savings association that is:
        (1) owned by holders of capital stock; and
        (2) formed by conversion under this chapter.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.49.

IC 28-1-21.4-7
"Voting parties" defined
    Sec. 7. As used in this chapter, "voting parties" means the:
        (1) depositors; and
        (2) borrowers;
of a mutual savings association as provided in IC 28-13-6-2(f).
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.50; P.L.215-1999, SEC.5.

IC 28-1-21.4-8
Power of mutual savings associations to convert charter
    Sec. 8. Notwithstanding any provision of this title, a mutualsavings association may convert its charter under this chapter withthe approval of the department.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.51.

IC 28-1-21.4-9
Duty of department to prescribe procedures
    Sec. 9. (a) The department shall prescribe procedures for charterconversions under this chapter.
    (b) The procedures prescribed by the department must include thefollowing:
        (1) The savings association must prepare and submit aconversion plan to the department that provides the terms andconditions of the charter conversion as required by thedepartment. The conversion plan must stipulate the manner ofdistribution of stock.
        (2) The conversion plan must be adopted by at least a majorityof the board of directors of the savings association.
        (3) Upon approval of a plan of charter conversion by the boardof directors of the savings association, the conversion plan anda certified copy of the resolution of the board of directorsapproving the conversion plan shall be submitted to thedepartment for approval.
        (4) The conversion plan must be conditioned upon the approvalof at least a majority of the total number of votes eligible to becast at a regular or special meeting of the voting parties. Inobtaining the approval of the conversion plan by the votingparties, the converting savings association shall provide to thevoting parties the information regarding the conversion planthat the department requires. In determining the informationthat must be provided, the department shall give due

consideration to the requirements of the office of thriftsupervision regulations relating to proxy statements governedby Section 14 of the Securities Exchange Act of 1934 (15U.S.C. 78n).
        (5) The savings association shall provide to the department theadditional relevant information requested by the department inconnection with the conversion plan.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.52.

IC 28-1-21.4-10
Voting rights
    Sec. 10. The voting parties of a mutual savings association havethe voting rights set forth in IC 28-13-6-2 with respect to a charterconversion of the mutual savings association under this chapter.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.53.

IC 28-1-21.4-11
Approval or disapproval by department
    Sec. 11. (a) The department may approve or disapprove theconversion plan filed under section 9 of this chapter.
    (b) The department is not required to hold a hearing on theconversion plan.
    (c) Solicitation of the votes of voting parties may occur before thesavings association receives approval of the department if thedirector of the department has reviewed the proxy solicitationmaterial and has notified the savings association in writing that thedepartment does not object to the use of the material.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.54.

IC 28-1-21.4-12
Conditions for approval
    Sec. 12. The department may not approve the conversion planunless the department finds, after appropriate investigation orexamination, all of the following:
        (1) That the resulting stock savings association will operate ina safe, sound, and prudent manner.
        (2) That the proposed charter conversion will not result in astock savings association that has inadequate capital,unsatisfactory management, or poor earnings prospects.
        (3) That the management or other principals of the savingsassociation are qualified by character and financialresponsibility to control and operate in a legal and propermanner the proposed stock savings association.
        (4) That the interests of the depositors, the creditors, and thepublic generally will not be jeopardized by the proposed charterconversion.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,

SEC.55.

IC 28-1-21.4-13
Powers and duties at effective time of conversion
    Sec. 13. At the effective time of the charter conversion, theresulting stock savings association:
        (1) possesses all of the rights, privileges, immunities, andpowers of a stock savings association;
        (2) unless otherwise provided in this chapter, is subject to all ofthe statutes, regulations, duties, restrictions, obligations, andliabilities of a stock savings association;
        (3) succeeds by operation of law to all rights and property of theconverting savings association; and
        (4) is subject to all debts, obligations, and liabilities of theconverting savings association as if the stock savingsassociation had incurred the debts and liabilities.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.56.

IC 28-1-21.4-14
Transitional period
    Sec. 14. The department may authorize the resulting stock savingsassociation to do the following:
        (1) Wind up any activities legally engaged in by the savingsassociation at the effective time of the charter conversion notpermitted to stock savings associations.
        (2) Retain for a transitional period any assets legally held by thesavings association at the effective time of the charterconversion that otherwise may not be held by stock savingsassociations.
The terms and conditions of the transitional period undersubdivisions (1) and (2) are subject to the discretion of thedepartment. However, the transitional period may not exceed ten (10)years after the effective time of the charter conversion.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.57.

IC 28-1-21.4-15
Branches
    Sec. 15. A stock savings association created by charter conversionmay retain all branches lawfully established.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.58.

IC 28-1-21.4-16
Filing with secretary of state
    Sec. 16. (a) To effect the charter conversion, the convertingsavings association must file with the secretary of state articles ofcharter conversion showing the approval of the director of thedepartment.    (b) The converting savings association shall record copies of thearticles of charter conversion with the county recorder of the countywhere the principal office of the stock savings association is located.
    (c) The articles of charter conversion constitute articles ofincorporation and must set forth the elements required inIC 28-12-2-1.
As added by P.L.176-1996, SEC.14. Amended by P.L.79-1998,SEC.59.

IC 28-1-21.4-17
Rules
    Sec. 17. The department may adopt rules under IC 4-22-2 orpolicies to implement this chapter.
As added by P.L.176-1996, SEC.14.