IC 28-1-21.6
    Chapter 21.6. Charter Conversion of Mutual or Stock SavingsAssociations to Commercial Banks

IC 28-1-21.6-1
"Charter conversion" defined
    Sec. 1. As used in this chapter, "charter conversion" means theconversion of a savings association to a commercial bank.
As added by P.L.147-1990, SEC.2.

IC 28-1-21.6-2
"Commercial bank" defined
    Sec. 2. As used in this chapter, "commercial bank" means a stockbank or trust company (as defined by IC 28-1-1-3(2)).
As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,SEC.35.

IC 28-1-21.6-3
"Department" defined
    Sec. 3. As used in this chapter, "department" means the Indianadepartment of financial institutions and, if applicable, thedepartment's authorized delegate.
As added by P.L.147-1990, SEC.2.

IC 28-1-21.6-4
"Effective time of the charter conversion" defined
    Sec. 4. As used in this chapter, "effective time of the charterconversion" means:
        (1) the date that articles of conversion are filed with the Indianasecretary of state; or
        (2) the date designated in the articles of conversion.
As added by P.L.147-1990, SEC.2. Amended by P.L.122-1994,SEC.82.

IC 28-1-21.6-5
"Office of thrift supervision" defined
    Sec. 5. As used in this chapter, "office of thrift supervision"means the primary federal regulator of savings associations orsuccessors of savings associations (as defined in 12 U.S.C. 1462(a)(FIRREA Section 301)).
As added by P.L.147-1990, SEC.2.

IC 28-1-21.6-6
"Savings association" defined
    Sec. 6. As used in this chapter, "savings association" means aninstitution (as defined in 12 U.S.C. 1813(b)) that maintains theprincipal office of the institution in Indiana. The term includesfederally chartered savings associations and savings banks, and statesavings and loan associations and building and loan associations,whether in stock or mutual form of ownership. The term does not

include mutual savings banks.
As added by P.L.147-1990, SEC.2.

IC 28-1-21.6-7
"Voting parties" defined
    Sec. 7. As used in this chapter, "voting parties" means in the caseof a mutual savings association the mutual savings association'sdepositors or members, and in the case of a stock savings associationthe stock savings association's stockholders. Voting parties have thevoting rights stipulated by the bylaws of the converting savingsassociation.
As added by P.L.147-1990, SEC.2.

IC 28-1-21.6-8
Conversion upon approval
    Sec. 8. Any savings association may, upon approval of thedepartment and, if required by federal law, the office of thriftsupervision, effect a charter conversion.
As added by P.L.147-1990, SEC.2.

IC 28-1-21.6-9
Procedures for conversion
    Sec. 9. The department shall prescribe procedures for charterconversions. The procedures prescribed by the department mustinclude the following:
        (1) The savings association shall prepare and submit a plan ofcharter conversion to the department that provides the terms andconditions of the charter conversion as required by thedepartment. However, if the plan of charter conversioncomplies with the requirements of the Office of ThriftSupervision, the plan shall be considered adequate. In the caseof a charter conversion by a mutual savings association, theplan of charter conversion shall stipulate the manner ofdistribution of stock in conformance with Office of ThriftSupervision regulations.
        (2) The plan of charter conversion must be adopted by not lessthan a majority of the board of directors of the savingsassociation.
        (3) Upon approval of a plan of charter conversion by the boardof directors of the savings association, the plan of charterconversion and a certified copy of the resolution of the board ofdirectors approving the plan of charter conversion shall besubmitted to the department for approval.
        (4) The plan of charter conversion shall be conditioned upon theapproval of not less than a majority of the total number of votescast at a regular or special meeting of the voting parties. Inobtaining the approval of the plan of charter conversion by thevoting parties, the converting savings association shall provideto the voting parties the information regarding the plan ofcharter conversion that the department requires. In determining

the information that must be provided, the department shall givedue consideration to the requirements of the Office of ThriftSupervision and regulations relating to proxy statementsgoverned by Section 14 of the Securities and Exchange Act of1934 (15 U.S.C. 78n).
        (5) The savings associations shall provide to the department theadditional relevant information requested by the department inconnection with the plan of charter conversion.
As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,SEC.36.

IC 28-1-21.6-10
Approval or disapproval of conversion plan; requirements
    Sec. 10. (a) The department may approve or disapprove the planof charter conversion filed under section 9 of this chapter.
    (b) Solicitation of the votes of voting parties may occur beforereceipt of the approval of the department.
    (c) The department may not approve the plan of charterconversion unless the department finds, after appropriateinvestigation or examination, and without the requirement of a publichearing, that the following requirements have been fulfilled:
        (1) That the resulting commercial bank will operate in a safe,sound, and prudent manner.
        (2) That the proposed charter conversion will not result in acommercial bank that has inadequate capital, unsatisfactorymanagement, 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 commercial bank proposed to be formed as a resultof the charter conversion.
        (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.147-1990, SEC.2.

IC 28-1-21.6-11
Powers and duties of resulting commercial bank
    Sec. 11. Upon conversion of a savings association, the resultingcommercial bank:
        (1) possesses all of the rights, privileges, immunities, andpowers of a commercial bank;
        (2) unless otherwise provided in this chapter, is subject to all ofthe duties, restrictions, obligations, and liabilities of acommercial bank; and
        (3) succeeds by operation of law to all rights and property of theconverting savings association and shall be subjected to alldebts, obligations, and liabilities of the converting savingsassociation as if the commercial bank had incurred the debtsand liabilities.As added by P.L.147-1990, SEC.2.

IC 28-1-21.6-12
Transitional powers
    Sec. 12. The department may authorize the resulting commercialbank to do the following:
        (1) Wind up any activities legally engaged in by the savingsassociation at the time of charter conversion not permitted tocommercial banks.
        (2) Retain any assets legally held by the savings association atthe effective time of the charter conversion that may not be heldby commercial banks for a transitional period.
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.147-1990, SEC.2. Amended by P.L.42-1993,SEC.37.

IC 28-1-21.6-13
Retention of branches
    Sec. 13. Notwithstanding IC 28-2-13, a commercial bank createdby charter conversion may retain all branches lawfully established.
As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,SEC.38.

IC 28-1-21.6-14
Articles of conversion; filing
    Sec. 14. In order to effect the charter conversion, the convertingsavings association shall file articles of charter conversion, bearingthe approval of the director of the department, with the secretary ofstate. The converting savings association shall also file copies of thearticles of charter conversion with the county recorder of the countywhere the principal office of the commercial bank is located.
As added by P.L.147-1990, SEC.2.

IC 28-1-21.6-15
Statutes and rules applicable to converted bank
    Sec. 15. Upon the effective time of charter conversion, theconverted commercial bank shall, unless otherwise provided in thischapter, immediately become subject to all statutes and rulesapplicable to commercial banks.
As added by P.L.147-1990, SEC.2.