IC 28-1-32
    Chapter 32. Conversion of a Mutual Savings Association Into aCredit Union

IC 28-1-32-1
"Conversion plan"
    Sec. 1. As used in this chapter, "conversion plan" refers to a planfor the conversion of a mutual savings association into a credit unionthat is prepared under this chapter.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-2
"Credit union"
    Sec. 2. As used in this chapter, "credit union" has the meaning setforth in IC 28-7-1-0.5(3).
As added by P.L.1-2006, SEC.491.

IC 28-1-32-3
"Effective time of the conversion"
    Sec. 3. As used in this chapter, "effective time of the conversion"means:
        (1) the date on which articles of conversion are filed with thesecretary of state; or
        (2) the date designated in the articles of conversion as theeffective time of the conversion.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-4
"Mutual savings association"
    Sec. 4. As used in this chapter, "mutual savings association"means a savings association (as defined in 12 U.S.C. 1813(b)) that:
        (1) maintains its principal office in Indiana; and
        (2) has a mutual form of ownership.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-5
"Voting parties"
    Sec. 5. As used in this chapter, "voting parties" means thedepositors or members of a mutual savings association.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-6
Voting party rights
    Sec. 6. For purposes of this chapter, voting parties have the votingrights as provided in the applicable corporate governance documentsof the converting mutual savings association.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-7
Authorization to convert into credit union    Sec. 7. With the approval of the department, a mutual savingsassociation may convert into a credit union under this chapter.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-8
Conversion procedures
    Sec. 8. (a) Except as provided in section 8.1 of this chapter for theconversion of a mutual savings association into a federally charteredcredit union, the department shall prescribe procedures for theconversion of a mutual savings association into a credit union underthis chapter.
    (b) The procedures prescribed by the department must include thefollowing:
        (1) The savings association must prepare and submit to thedepartment a conversion plan that provides the terms andconditions required by the department for the conversion of themutual savings association into a credit union.
        (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 thedepartment 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. Thedirector of the department must approve the method used tonotify the voting parties of the meeting held to consider theconversion plan. The director of the department may require theconverting savings association to provide the voting parties withinformation regarding the conversion plan.
        (5) The savings association must provide to the departmentadditional relevant information requested by the departmentregarding the conversion plan.
As added by P.L.1-2006, SEC.491. Amended by P.L.213-2007,SEC.51; P.L.217-2007, SEC.49.

IC 28-1-32-8.1
Conversion to federally chartered credit union; requirements; dateof charter conversion
    Sec. 8.1. (a) A mutual savings association may convert into afederally chartered credit union by complying with the followingrequirements:
        (1) The mutual savings association must prepare a conversionplan that provides the terms and conditions for the conversionof the mutual savings association into a federal credit union.
        (2) The conversion plan must be adopted by not less than amajority of the board of directors of the mutual savingsassociation.        (3) Unless the articles of incorporation require a greater orlesser vote, the conversion plan must be approved by not lessthan a majority of the total number of votes eligible to be castat a regular or special meeting of the voting parties.
        (4) If the conversion plan is approved by the voting partiesunder subdivision (3), the mutual savings association shall, notlater than ninety (90) days after the plan is approved undersubdivision (3), take all necessary actions to effect theconversion.
        (5) Not later than ten (10) days after receipt of the federalcharter, the credit union resulting from the charter conversionshall:
            (A) file a copy of the federal charter with the department;and
            (B) notify the secretary of state that the conversion iscomplete.
    (b) Notwithstanding section 3 of this chapter, the convertedfederal credit union ceases to be a savings association upon theissuance of the federal charter, unless the federal charter provides fora different effective date for the conversion.
As added by P.L.213-2007, SEC.52; P.L.217-2007, SEC.50.

IC 28-1-32-9
Department approval of conversion
    Sec. 9. (a) The department may approve or disapprove aconversion plan filed under section 8 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.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-10
Requirements for approval
    Sec. 10. The department may not approve a conversion planunless the department finds, after appropriate investigation orexamination, all of the following:
        (1) The resulting credit union will operate in a safe, sound, andprudent manner.
        (2) The proposed credit union conversion will not result in acredit union that has inadequate capital, unsatisfactorymanagement, or poor earnings prospects.
        (3) The management or other principals of the savingsassociation are qualified by character and financialresponsibility to control and operate the proposed credit unionin a legal and proper manner.
        (4) The interests of the depositors, creditors, and publicgenerally will not be jeopardized by the proposed credit unionconversion.As added by P.L.1-2006, SEC.491.

IC 28-1-32-11
Rights, privileges, authorizations, and obligations
    Sec. 11. At the effective time of the conversion of a mutualsavings association into a credit union under this chapter, theresulting credit union:
        (1) possesses all of the rights, privileges, immunities, andpowers of a credit union;
        (2) unless otherwise provided in this chapter, is subject to all ofthe statutes, rules, duties, restrictions, obligations, and liabilitiesof a credit union;
        (3) succeeds by operation of law to all rights and property of theconverting savings association;
        (4) is subject to all debts, obligations, and liabilities of theconverting savings association as if the credit union hadincurred the debts, obligation, and liabilities; and
        (5) may retain the borrowers and depositors of the convertingsavings association as members of the credit union.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-12
Winding up activities
    Sec. 12. The department may authorize the credit union resultingfrom a conversion under this chapter to do the following:
        (1) Wind up any activities that the savings association waslegally engaged in at the effective time of the conversion butthat otherwise are not permitted to credit unions.
        (2) Retain for a transitional period any assets that the savingsassociation legally held at the effective time of the conversionbut that otherwise may not be held by credit unions.
The terms and conditions of the winding up of activities undersubdivision (1) and the retention of assets under subdivision (2) aresubject to the discretion of the department. However, the transitionalperiod during which activities may be carried out under subdivision(1) or assets may be retained under subdivision (2) may not exceedten (10) years after the effective time of the conversion.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-13
Branches
    Sec. 13. A credit union resulting from a conversion under thischapter may retain all branches lawfully established.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-14
Filing articles of conversion
    Sec. 14. (a) A savings association converting into a credit unionunder this chapter shall file with the secretary of state the articles ofconversion showing the approval of the director of the department.    (b) The converting savings association shall record copies of thearticles of conversion with the county recorder of the county wherethe principal office of the credit union will be located.
    (c) The articles of conversion constitute articles of incorporationof the resulting credit union and must set forth the elements requiredin IC 28-7-1-1(b).
As added by P.L.1-2006, SEC.491.

IC 28-1-32-15
Subject to credit union statutes and rules
    Sec. 15. Upon the effective time of the conversion, the convertedcredit union is subject to all statutes and rules applicable to creditunions.
As added by P.L.1-2006, SEC.491.

IC 28-1-32-16
Rulemaking authority
    Sec. 16. The department may adopt rules under IC 4-22-2 orpolicies to implement this chapter.
As added by P.L.1-2006, SEC.491.