IC 28-1-21.8
    Chapter 21.8. Charter Conversion of a Mutual or Stock SavingsAssociation to a Stock Savings Bank

IC 28-1-21.8-1
Conversion plan
    Sec. 1. As used in this chapter, "conversion plan" refers to thestock savings bank conversion plan required by this chapter.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-2
Effective time of the charter conversion
    Sec. 2. As used in this chapter, "effective time of the charterconversion" means:
        (1) the date that articles of conversion are filed with thesecretary of state; or
        (2) the date designated in the articles of conversion.
As added by P.L.42-1993, SEC.43. Amended by P.L.122-1994,SEC.85.

IC 28-1-21.8-3
Office of Thrift Supervision
    Sec. 3. As used in this chapter, "Office of Thrift Supervision"refers to the primary federal regulator of savings associations.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-4
Savings association
    Sec. 4. (a) As used in this chapter, "savings association" means aninstitution (as defined in 12 U.S.C. 1813(b)) that maintains itsprincipal office in Indiana.
    (b) The term includes:
        (1) federally chartered savings associations and savings banks;and
        (2) state savings and loan associations and building and loanassociations;
whether in stock or mutual form of ownership.
    (c) The term does not include mutual savings banks or stocksavings banks.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-5
Stock savings association
    Sec. 5. As used in this chapter, "stock savings bank" means asavings bank owned by holders of capital stock and formed byconversion under this chapter.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-6
Stock savings bank conversion    Sec. 6. As used in this chapter, "stock savings bank conversion"means the conversion of a savings association to a stock savingsbank, including any of the following:
        (1) A conversion in connection with the formation of a holdingcompany.
        (2) An acquisition involving an existing corporation.
        (3) The merger with an existing financial institution.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-7
Voting parties
    Sec. 7. As used in this chapter, "voting parties" means thefollowing:
        (1) In the case of a mutual savings association, the mutualsavings association's depositors or members.
        (2) In the case of a stock savings association, the stock savingsassociation's stockholders.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-8
Conversion to stock savings banks
    Sec. 8. With the approval of the department, a stock savingsassociation may convert to a stock savings bank under this chapter.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-9
Conversion procedures
    Sec. 9. (a) The department shall prescribe procedures for stocksavings bank conversions.
    (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 stock savings bank conversion as required bythe department. The resulting stock savings bank is not requiredto register its stock under the Securities and Exchange Act of1934 (15 U.S.C. 77b et seq.) unless required by other applicablelaws or regulations. A conversion plan is sufficient if itcomplies with the requirements of the Office of ThriftSupervision. In case of a stock savings bank conversion by amutual savings association, the conversion plan must specifythe manner of distribution of stock in conformance with theOffice of Thrift Supervision regulations unless otherwiseprovided in this chapter.
        (2) The conversion plan must be adopted by not less than amajority of the board of directors of the savings association.
        (3) Upon approval of the conversion plan by the board ofdirectors of the savings association, the conversion plan and acertified copy of the resolution of the board of directorsapproving the conversion plan must be submitted to the

department for approval.
        (4) The conversion plan must be conditioned on the approval ofnot less than a majority of the total number of votes eligible tobe cast 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 planrequired by the department. In determining the information thatmust be provided, the department shall give due considerationto the requirements of the Office of Thrift Supervisionregulations relating to proxy statements governed by Section 14of the Security and Exchange Act of 1934 (15 U.S.C. 78n).
        (5) The savings association shall provide to the departmentadditional relevant information requested by the departmentregarding the conversion plan.
    (c) Voting parties have the voting rights provided by the bylawsor charter of the converting savings association.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-10
Approval or disapproval of conversion plans by department;hearings; solicitation of votes
    Sec. 10. (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 the department's approval of theconversion plan if the director of the department has reviewed theproxy solicitation material and has notified the savings associationin writing that the department does not object to use of the material.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-11
Conditions for approval of conversion plans
    Sec. 11. 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 bank will operate in a safe,sound, and prudent manner.
        (2) That the proposed stock savings bank conversion will notresult in a stock savings bank 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 bank.
        (4) That the interests of the depositors, creditors, and publicgenerally will not be jeopardized by the proposed stock savingsbank conversion.As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-12
Rights and obligations of converted stock savings banks
    Sec. 12. At the effective time of the charter conversion, theresulting stock savings bank:
        (1) possesses all of the rights, privileges, immunities, andpowers of a stock savings bank;
        (2) unless otherwise provided in this chapter, is subject to all ofthe statutes, rules, duties, restrictions, obligations, and liabilitiesof a stock savings bank;
        (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 savings bank hadincurred the debts and liabilities.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-13
Transitional period
    Sec. 13. The department may authorize the resulting stock savingsbank 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 banks.
        (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 savingsbanks.
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.42-1993, SEC.43.

IC 28-1-21.8-14
Retention of branches
    Sec. 14. Notwithstanding IC 28-6.1-12, a stock savings bankcreated by a stock savings bank conversion may retain all brancheslawfully established.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-15
Articles of conversion
    Sec. 15. (a) To effect the stock savings bank conversion, theconverting savings association must file with the secretary of statearticles of conversion showing the approval of the director of thedepartment.
    (b) The converting savings association shall record copies of thearticles of conversion with the county recorder of the county where

the principal office of the stock savings bank is located.
    (c) The articles of conversion constitute articles of incorporationand must set forth the elements required in IC 28-12-2-1.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-16
Application of banking law
    Sec. 16. (a) Except as provided in subsection (c), a stock savingsbank formed under this chapter is governed by IC 28-6.1.
    (b) For purposes of a stock savings bank formed under thischapter, references in IC 28-6.1 to formation and operation by aboard means:
        (1) formation by conversion under this chapter; and
        (2) operation by a board of directors elected by shareholdersunder IC 28-13.
    (c) IC 28-6.1-3 does not apply to a stock savings bank formedunder this chapter.
As added by P.L.42-1993, SEC.43.

IC 28-1-21.8-17
Rules
    Sec. 17. The department may adopt rules under IC 4-22-2 orpolicies to implement this chapter.
As added by P.L.42-1993, SEC.43.