IC 28-1-21.9
    Chapter 21.9. Charter Conversion of a Mutual Savings Bank to aStock Savings Bank

IC 28-1-21.9-1
Charter conversion
    Sec. 1. As used in this chapter, "charter conversion" means theconversion of a savings bank to a stock savings bank, including anyof 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.42-1993, SEC.44. Amended by P.L.262-1995,SEC.36.

IC 28-1-21.9-2
Conversion plan
    Sec. 2. As used in this chapter, "conversion plan" refers to theplan of charter conversion of a savings bank to a stock savings bankrequired by this chapter.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995,SEC.37.

IC 28-1-21.9-3
Effective time of the charter conversion
    Sec. 3. 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.44. Amended by P.L.122-1994,SEC.86.

IC 28-1-21.9-4
Repealed
    (Repealed by P.L.262-1995, SEC.91.)

IC 28-1-21.9-5
Office of Thrift Supervision
    Sec. 5. As used in this chapter, "Office of Thrift Supervision"means the primary federal regulator of savings associations.
As added by P.L.42-1993, SEC.44.

IC 28-1-21.9-5.5
Savings bank
    Sec. 5.5. As used in this chapter, "savings bank" has the meaningset forth in IC 28-6.1-2-6.
As added by P.L.262-1995, SEC.38.
IC 28-1-21.9-6
Stock savings bank
    Sec. 6. As used in this chapter, "stock savings bank" means asavings bank that is:
        (1) owned by holders of capital stock; and
        (2) formed by conversion under this chapter.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995,SEC.39.

IC 28-1-21.9-7
Voting parties
    Sec. 7. As used in this chapter, "voting parties" means the:
        (1) depositors; and
        (2) borrowers;
of a savings bank.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995,SEC.40.

IC 28-1-21.9-8
Conversion to stock savings banks
    Sec. 8. With the approval of the department, a savings bank mayconvert its charter under this chapter.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995,SEC.41.

IC 28-1-21.9-9
Conversion 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 bank must prepare and submit a conversionplan to the department that provides the terms and conditions ofthe charter conversion as required by the department. Theconversion plan shall stipulate the manner of distribution ofstock.
        (2) The conversion plan must be adopted by not less than amajority of the board of directors of the savings bank.
        (3) Upon approval of a plan of charter conversion by the boardof directors of the savings bank, the conversion plan and acertified copy of the resolution of the board of directorsapproving the conversion plan shall be submitted to thedepartment for approval.
        (4) The conversion plan shall be conditioned upon the approvalof not less than a majority of the total number of votes eligibleto be cast at a regular or special meeting of the voting parties.In obtaining the approval of the conversion plan by the votingparties, the converting savings bank shall provide to the votingparties the information regarding the conversion plan that thedepartment requires. In determining the information that must

be provided, the department shall give due consideration to therequirements of the Office of Thrift Supervision regulationsrelating to proxy statements governed by Section 14 of theSecurities Exchange Act of 1934 (15 U.S.C. 78n).
        (5) The savings bank shall provide to the department theadditional relevant information requested by the department inconnection with the conversion plan.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995,SEC.42.

IC 28-1-21.9-9.5
Voting rights
    Sec. 9.5. The voting parties of a savings bank have the votingrights set forth in IC 28-13-6-2 with respect to a charter conversionof the savings bank under this chapter.
As added by P.L.262-1995, SEC.43.

IC 28-1-21.9-10
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 bank receives approval of the department, if the director ofthe department has reviewed the proxy solicitation material and hasnotified the savings bank in writing that the department does notobject to use of the material.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995,SEC.44.

IC 28-1-21.9-11
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 charter conversion will not result in astock savings bank that has inadequate capital, unsatisfactorymanagement, or poor earnings prospects.
        (3) That the management or other principals of the savings bankare qualified by character and financial responsibility to controland operate in a legal and proper manner the proposed stocksavings bank.
        (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.42-1993, SEC.44. Amended by P.L.262-1995,

SEC.45.

IC 28-1-21.9-12
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, regulations, duties, restrictions, obligations, andliabilities of a stock savings bank;
        (3) succeeds by operation of law to all rights and property of theconverting savings bank; and
        (4) is subject to all debts, obligations, and liabilities of theconverting savings bank as if the stock savings bank hadincurred the debts and liabilities.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995,SEC.46.

IC 28-1-21.9-13
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 savingsbank 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 bank at the effective time of the charter conversion thatotherwise may not be held by stock savings banks.
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.44. Amended by P.L.262-1995,SEC.47.

IC 28-1-21.9-14
Retention of branches
    Sec. 14. Notwithstanding IC 28-6.1-12, a stock savings bankcreated by charter conversion may retain all branches lawfullyestablished.
As added by P.L.42-1993, SEC.44.

IC 28-1-21.9-15
Articles of charter conversion
    Sec. 15. (a) To effect the charter conversion, the convertingsavings bank must file with the secretary of state articles of charterconversion showing the approval of the director of the department.
    (b) The converting savings bank shall record copies of the articlesof charter conversion with the county recorder of the county where

the principal office of the stock savings bank 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.42-1993, SEC.44. Amended by P.L.262-1995,SEC.48.

IC 28-1-21.9-16
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, a reference 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 formed byconversion under this chapter.
As added by P.L.42-1993, SEC.44.

IC 28-1-21.9-17
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.44.