IC 28-1-33
    Chapter 33. Charter Conversion of a Mutual Savings Bank Into aCredit Union

IC 28-1-33-1
"Charter conversion"
    Sec. 1. As used in this chapter, "charter conversion" means theconversion of a mutual savings bank into a credit union under thischapter.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-2
"Conversion plan"
    Sec. 2. As used in this chapter, "conversion plan" refers to a planof charter conversion prepared under this chapter.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-3
"Credit union"
    Sec. 3. 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.492.

IC 28-1-33-4
"Effective time of the charter conversion"
    Sec. 4. As used in this chapter, "effective time of the charterconversion" 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 charter conversion.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-5
"Mutual savings bank"
    Sec. 5. As used in this chapter, "mutual savings bank" has themeaning set forth in IC 28-6.1-2-5.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-6
"Voting parties"
    Sec. 6. As used in this chapter, "voting parties" means the:
        (1) depositors; and
        (2) borrowers;
of a mutual savings bank.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-7
Conversion authority
    Sec. 7. With the approval of the department, a mutual savings

bank may convert its charter under this chapter.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-8
Requirements and procedures
    Sec. 8. (a) Except as provided in section 8.1 of this chapter for theconversion of a mutual savings bank into a federally chartered creditunion, the department shall prescribe procedures for charterconversions under this chapter.
    (b) The procedures prescribed by the department must include thefollowing:
        (1) The mutual savings bank must prepare and submit to thedepartment a conversion plan that provides the terms andconditions required by the department for a charter conversionunder this chapter.
        (2) The conversion plan must be adopted by not less than amajority of the board of directors of the mutual 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 must be submitted to thedepartment for approval.
        (4) The conversion plan must 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.The director of the department must approve the method usedto notify the voting parties of the meeting held to consider theconversion plan. The director of the department may require theconverting mutual savings bank to provide the voting partieswith information regarding the conversion plan.
        (5) The mutual savings bank must provide to the department theadditional relevant information requested by the department inconnection with the conversion plan.
As added by P.L.1-2006, SEC.492. Amended by P.L.213-2007,SEC.53; P.L.217-2007, SEC.51.

IC 28-1-33-8.1
Conversion to federally chartered credit union; requirements; dateof charter conversion
    Sec. 8.1. (a) A mutual savings bank may convert into a federallychartered credit union by complying with the followingrequirements:
        (1) The mutual savings bank must prepare a conversion planthat provides the terms and conditions for the conversion of themutual savings bank 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 savings bank.
        (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 cast

at 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 bank shall, not laterthan ninety (90) days after the plan is approved undersubdivision (3), take all necessary actions to effect the charterconversion.
        (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 4 of this chapter, the convertedfederal credit union ceases to be a savings bank upon the issuance ofthe federal charter, unless the federal charter provides for a differenteffective date for the charter conversion.
As added by P.L.213-2007, SEC.54; P.L.217-2007, SEC.52.

IC 28-1-33-9
Voting party rights
    Sec. 9. The voting parties of a mutual savings bank have thevoting rights set forth in IC 28-13-6-2 with respect to a charterconversion of the mutual savings bank under this chapter.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-10
Department approval
    Sec. 10. (a) The department may approve or disapprove theconversion 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 themutual savings bank receives approval of the department if thedirector of the department has reviewed the proxy solicitationmaterial and has notified the mutual savings bank in writing that thedepartment does not object to use of the material.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-11
Requirements for approval
    Sec. 11. The department may not approve the 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 charter conversion will not result in a creditunion that has inadequate capital, unsatisfactory management,or poor earnings prospects.
        (3) The management or other principals of the mutual savings

bank are qualified by character and financial responsibility tocontrol and operate the proposed credit union in a legal andproper manner.
        (4) The interests of the depositors, the creditors, and the publicgenerally will not be jeopardized by the proposed charterconversion.
        (5) The proposed membership of the resulting credit union willcomply with the membership requirements of IC 28-7-1-10.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-12
Rights, privileges, obligations, and liabilities
    Sec. 12. At the effective time of a charter conversion under thischapter, the resulting 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, regulations, duties, restrictions, obligations, andliabilities of a credit union;
        (3) succeeds by operation of law to all rights and property of theconverting mutual savings bank;
        (4) is subject to all debts, obligations, and liabilities of theconverting mutual savings bank as if the credit union hadincurred the debts, obligations, and liabilities; and
        (5) may retain the borrowers and depositors of the convertingmutual savings bank as members of the credit union.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-13
Winding up activities
    Sec. 13. The department may authorize the credit union resultingfrom a charter conversion under this chapter to do the following:
        (1) Wind up any activities that the mutual savings bank legallyengaged in at the effective time of the charter conversion butthat otherwise are not permitted to credit unions.
        (2) Retain for a transitional period any assets that the mutualsavings bank legally held at the effective time of the charterconversion 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 charter conversion.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-14
Branches
    Sec. 14. A credit union created by charter conversion may retainall branches lawfully established.As added by P.L.1-2006, SEC.492.

IC 28-1-33-15
Filing articles of charter conversion
    Sec. 15. (a) To effect a charter conversion, the converting mutualsavings bank must file with the secretary of state articles of charterconversion showing the approval of the director of the department.
    (b) The converting mutual savings bank shall record copies of thearticles of charter conversion with the county recorder of the countywhere the principal office of the credit union will be located.
    (c) The articles of charter conversion constitute articles ofincorporation of the resulting credit union and must set forth theelements required in IC 28-7-1-1(b).
As added by P.L.1-2006, SEC.492.

IC 28-1-33-16
Subject to credit union statutes and rules
    Sec. 16. Upon the effective time of a charter conversion, theconverted credit union is subject to all statutes and rules applicableto credit unions.
As added by P.L.1-2006, SEC.492.

IC 28-1-33-17
Rulemaking authority
    Sec. 17. The department may adopt rules under IC 4-22-2 orpolicies to implement this chapter.
As added by P.L.1-2006, SEC.492.