IC 28-1-21.7
    Chapter 21.7. Charter Conversion of Mutual Savings Associationsto Mutual Savings Banks

IC 28-1-21.7-1
"Department" defined
    Sec. 1. As used in this chapter, "department" means thedepartment of financial institutions and, if applicable, thedepartment's authorized delegate.
As added by P.L.147-1990, SEC.3.

IC 28-1-21.7-2
"Effective time of the mutual bank conversion" defined
    Sec. 2. As used in this chapter, "effective time of the mutual bankconversion" means:
        (1) the date that articles of mutual bank conversion are filedwith the secretary of state; or
        (2) the date designated in the articles of mutual bankconversion.
As added by P.L.147-1990, SEC.3. Amended by P.L.122-1994,SEC.83.

IC 28-1-21.7-3
"Mutual bank" defined
    Sec. 3. (a) As used in this chapter, "mutual bank" means a mutualsavings bank governed by IC 28-6.1.
    (b) A reference in IC 28-6.1 to formation and operation of asavings bank by a board means formation by conversion under thischapter and operation by a board of directors elected by membersunder IC 28-13.
    (c) IC 28-6.1-3 does not apply to mutual banks formed byconversion under this chapter.
As added by P.L.147-1990, SEC.3. Amended by P.L.42-1993,SEC.39.

IC 28-1-21.7-4
"Mutual bank conversion" defined
    Sec. 4. As used in this chapter, "mutual bank conversion" meansthe conversion of a savings association to a mutual bank.
As added by P.L.147-1990, SEC.3.

IC 28-1-21.7-5
"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.3.

IC 28-1-21.7-6 "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 itsprincipal office in Indiana. The term includes federally charteredsavings associations and savings banks, and state savings and loanassociations and building and loan associations, but only if held inthe mutual form of ownership.
As added by P.L.147-1990, SEC.3.

IC 28-1-21.7-7
"Voting parties" defined
    Sec. 7. As used in this chapter, "voting parties" means a mutualsavings association's depositors or members. Voting parties have thevoting rights stipulated by the bylaws of the converting savingsassociation.
As added by P.L.147-1990, SEC.3.

IC 28-1-21.7-8
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 mutual bank conversion.
As added by P.L.147-1990, SEC.3.

IC 28-1-21.7-9
Procedures for conversion
    Sec. 9. The department shall prescribe procedures for mutual bankconversions. The procedures prescribed by the department mustinclude the following:
        (1) The savings association shall prepare and submit a plan ofmutual bank conversion to the department that provides theterms and conditions of the mutual bank conversion as requiredby the department. However, if the plan of mutual bankconversion complies with the requirements of the Office ofThrift Supervision, the plan shall be considered adequate.
        (2) The plan of mutual bank conversion must be adopted by notless than a majority of the board of directors of the savingsassociation.
        (3) Upon approval of a plan of mutual bank conversion by theboard of directors of the savings association, the plan of mutualbank conversion and a certified copy of the resolution of theboard of directors approving the plan of mutual bankconversion shall be submitted to the department for approval.
        (4) The plan of mutual bank conversion shall be conditionedupon the approval of not less than a majority of the totalnumber of votes cast at a regular or special meeting of thevoting parties. The method used to notify the voting parties ofthe meeting held to consider a plan of mutual bank conversionmust be approved by the director of the department. Thedirector may require the converting savings association to

provide the voting parties with information regarding the planof mutual bank conversion.
        (5) The savings association shall provide to the department theadditional relevant information requested by the department inconnection with the plan of mutual bank conversion.
As added by P.L.147-1990, SEC.3. Amended by P.L.33-1991,SEC.21; P.L.42-1993, SEC.40; P.L.122-1994, SEC.84.

IC 28-1-21.7-10
Approval or disapproval of conversion plan; requirements
    Sec. 10. (a) The department may approve or disapprove the planof mutual bank conversion filed under section 9 of this chapter.
    (b) Solicitation of the votes of voting parties may occur prior toreceipt of the approval of the department.
    (c) The department may not approve the plan of mutual bankconversion 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 mutual bank will operate in a safe, sound,and prudent manner.
        (2) That the proposed mutual bank conversion will not result ina mutual 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 mutual bank proposed to be formed as a result of themutual bank conversion.
        (4) That the interests of the depositors and creditors, and of thepublic generally, will not be jeopardized by the proposedmutual bank conversion.
As added by P.L.147-1990, SEC.3.

IC 28-1-21.7-11
Powers and duties of resulting mutual bank
    Sec. 11. Upon conversion of a savings association, the resultingmutual bank:
        (1) possesses all of the rights, privileges, immunities, andpowers of a mutual bank;
        (2) unless otherwise provided in this chapter, is subject to all ofthe duties, restrictions, obligations, and liabilities of a mutualbank; 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 mutual bank had incurred the debts andliabilities.
As added by P.L.147-1990, SEC.3.

IC 28-1-21.7-12 Transitional powers
    Sec. 12. The department may authorize the resulting mutual bankto do the following:
        (1) Wind up any activities legally engaged in by the savingsassociation at the time of mutual bank conversion not permittedto mutual banks.
        (2) Retain any assets legally held by the savings association atthe time of the mutual bank conversion that may not be held bymutual 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 mutual bank conversion.
As added by P.L.147-1990, SEC.3. Amended by P.L.42-1993,SEC.41.

IC 28-1-21.7-13
Retention of branches
    Sec. 13. Notwithstanding IC 28-6.1-12, a mutual bank created bycharter conversion may retain all branches lawfully established.
As added by P.L.147-1990, SEC.3. Amended by P.L.42-1993,SEC.42.

IC 28-1-21.7-14
Articles of conversion; filing
    Sec. 14. In order to effect the mutual bank conversion, theconverting savings association shall file articles of mutual bankconversion, bearing the approval of the director of the department,with the Indiana secretary of state. The converting savingsassociation shall also file copies of the articles of mutual bankconversion with the county recorder of the county where theprincipal office of the mutual bank is located.
As added by P.L.147-1990, SEC.3.

IC 28-1-21.7-15
Statutes and rules applicable to converted bank
    Sec. 15. Upon the effective time of mutual bank conversion, theconverted mutual bank, unless otherwise provided in this chapter,immediately becomes subject to all statutes and rules applicable tomutual banks.
As added by P.L.147-1990, SEC.3.