IC 28-1-21.6
Chapter 21.6. Charter Conversion of Mutual or Stock Savings
Associations to Commercial Banks
IC 28-1-21.6-1 "Charter conversion" defined
Sec. 1. As used in this chapter, "charter conversion" means the
conversion of a savings association to a commercial bank. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-2 "Commercial bank" defined
Sec. 2. As used in this chapter, "commercial bank" means a stock
bank or trust company (as defined by IC 28-1-1-3(2)). As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.35.
IC 28-1-21.6-3 "Department" defined
Sec. 3. As used in this chapter, "department" means the Indiana
department of financial institutions and, if applicable, the
department's authorized delegate. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-4 "Effective time of the charter conversion" defined
Sec. 4. As used in this chapter, "effective time of the charter
conversion" means:
(1) the date that articles of conversion are filed with the Indiana
secretary of state; or
(2) the date designated in the articles of conversion. As added by P.L.147-1990, SEC.2. Amended by P.L.122-1994,
SEC.82.
IC 28-1-21.6-5 "Office of thrift supervision" defined
Sec. 5. As used in this chapter, "office of thrift supervision"
means the primary federal regulator of savings associations or
successors of savings associations (as defined in 12 U.S.C. 1462(a)
(FIRREA Section 301)). As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-6 "Savings association" defined
Sec. 6. As used in this chapter, "savings association" means an
institution (as defined in 12 U.S.C. 1813(b)) that maintains the
principal office of the institution in Indiana. The term includes
federally chartered savings associations and savings banks, and state
savings and loan associations and building and loan associations,
whether in stock or mutual form of ownership. The term does not
include mutual savings banks. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-7 "Voting parties" defined
Sec. 7. As used in this chapter, "voting parties" means in the case
of a mutual savings association the mutual savings association's
depositors or members, and in the case of a stock savings association
the stock savings association's stockholders. Voting parties have the
voting rights stipulated by the bylaws of the converting savings
association. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-8 Conversion upon approval
Sec. 8. Any savings association may, upon approval of the
department and, if required by federal law, the office of thrift
supervision, effect a charter conversion. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-9 Procedures for conversion
Sec. 9. The department shall prescribe procedures for charter
conversions. The procedures prescribed by the department must
include the following:
(1) The savings association shall prepare and submit a plan of
charter conversion to the department that provides the terms and
conditions of the charter conversion as required by the
department. However, if the plan of charter conversion
complies with the requirements of the Office of Thrift
Supervision, the plan shall be considered adequate. In the case
of a charter conversion by a mutual savings association, the
plan of charter conversion shall stipulate the manner of
distribution of stock in conformance with Office of Thrift
Supervision regulations.
(2) The plan of charter conversion must be adopted by not less
than a majority of the board of directors of the savings
association.
(3) Upon approval of a plan of charter conversion by the board
of directors of the savings association, the plan of charter
conversion and a certified copy of the resolution of the board of
directors approving the plan of charter conversion shall be
submitted to the department for approval.
(4) The plan of charter conversion shall be conditioned upon the
approval of not less than a majority of the total number of votes
cast at a regular or special meeting of the voting parties. In
obtaining the approval of the plan of charter conversion by the
voting parties, the converting savings association shall provide
to the voting parties the information regarding the plan of
charter conversion that the department requires. In determining
the information that must be provided, the department shall give
due consideration to the requirements of the Office of Thrift
Supervision and regulations relating to proxy statements
governed by Section 14 of the Securities and Exchange Act of
1934 (15 U.S.C. 78n).
(5) The savings associations shall provide to the department the
additional relevant information requested by the department in
connection with the plan of charter conversion. As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.36.
IC 28-1-21.6-10 Approval or disapproval of conversion plan; requirements
Sec. 10. (a) The department may approve or disapprove the plan
of charter conversion filed under section 9 of this chapter.
(b) Solicitation of the votes of voting parties may occur before
receipt of the approval of the department.
(c) The department may not approve the plan of charter
conversion unless the department finds, after appropriate
investigation or examination, and without the requirement of a public
hearing, that the following requirements have been fulfilled:
(1) That the resulting commercial bank will operate in a safe,
sound, and prudent manner.
(2) That the proposed charter conversion will not result in a
commercial bank that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(3) That the management or other principals of the savings
association are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the commercial bank proposed to be formed as a result
of the charter conversion.
(4) That the interests of the depositors, the creditors, and the
public generally will not be jeopardized by the proposed charter
conversion. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-11 Powers and duties of resulting commercial bank
Sec. 11. Upon conversion of a savings association, the resulting
commercial bank:
(1) possesses all of the rights, privileges, immunities, and
powers of a commercial bank;
(2) unless otherwise provided in this chapter, is subject to all of
the duties, restrictions, obligations, and liabilities of a
commercial bank; and
(3) succeeds by operation of law to all rights and property of the
converting savings association and shall be subjected to all
debts, obligations, and liabilities of the converting savings
association as if the commercial bank had incurred the debts
and liabilities.
As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-12 Transitional powers
Sec. 12. The department may authorize the resulting commercial
bank to do the following:
(1) Wind up any activities legally engaged in by the savings
association at the time of charter conversion not permitted to
commercial banks.
(2) Retain any assets legally held by the savings association at
the effective time of the charter conversion that may not be held
by commercial banks for a transitional period.
The terms and conditions of the transitional period under
subdivisions (1) and (2) are subject to the discretion of the
department. However, the transitional period may not exceed ten (10)
years after the effective time of the charter conversion. As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.37.
IC 28-1-21.6-13 Retention of branches
Sec. 13. Notwithstanding IC 28-2-13, a commercial bank created
by charter conversion may retain all branches lawfully established. As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.38.
IC 28-1-21.6-14 Articles of conversion; filing
Sec. 14. In order to effect the charter conversion, the converting
savings association shall file articles of charter conversion, bearing
the approval of the director of the department, with the secretary of
state. The converting savings association shall also file copies of the
articles of charter conversion with the county recorder of the county
where the principal office of the commercial bank is located. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-15 Statutes and rules applicable to converted bank
Sec. 15. Upon the effective time of charter conversion, the
converted commercial bank shall, unless otherwise provided in this
chapter, immediately become subject to all statutes and rules
applicable to commercial banks. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6
Chapter 21.6. Charter Conversion of Mutual or Stock Savings
Associations to Commercial Banks
IC 28-1-21.6-1 "Charter conversion" defined
Sec. 1. As used in this chapter, "charter conversion" means the
conversion of a savings association to a commercial bank. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-2 "Commercial bank" defined
Sec. 2. As used in this chapter, "commercial bank" means a stock
bank or trust company (as defined by IC 28-1-1-3(2)). As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.35.
IC 28-1-21.6-3 "Department" defined
Sec. 3. As used in this chapter, "department" means the Indiana
department of financial institutions and, if applicable, the
department's authorized delegate. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-4 "Effective time of the charter conversion" defined
Sec. 4. As used in this chapter, "effective time of the charter
conversion" means:
(1) the date that articles of conversion are filed with the Indiana
secretary of state; or
(2) the date designated in the articles of conversion. As added by P.L.147-1990, SEC.2. Amended by P.L.122-1994,
SEC.82.
IC 28-1-21.6-5 "Office of thrift supervision" defined
Sec. 5. As used in this chapter, "office of thrift supervision"
means the primary federal regulator of savings associations or
successors of savings associations (as defined in 12 U.S.C. 1462(a)
(FIRREA Section 301)). As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-6 "Savings association" defined
Sec. 6. As used in this chapter, "savings association" means an
institution (as defined in 12 U.S.C. 1813(b)) that maintains the
principal office of the institution in Indiana. The term includes
federally chartered savings associations and savings banks, and state
savings and loan associations and building and loan associations,
whether in stock or mutual form of ownership. The term does not
include mutual savings banks. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-7 "Voting parties" defined
Sec. 7. As used in this chapter, "voting parties" means in the case
of a mutual savings association the mutual savings association's
depositors or members, and in the case of a stock savings association
the stock savings association's stockholders. Voting parties have the
voting rights stipulated by the bylaws of the converting savings
association. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-8 Conversion upon approval
Sec. 8. Any savings association may, upon approval of the
department and, if required by federal law, the office of thrift
supervision, effect a charter conversion. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-9 Procedures for conversion
Sec. 9. The department shall prescribe procedures for charter
conversions. The procedures prescribed by the department must
include the following:
(1) The savings association shall prepare and submit a plan of
charter conversion to the department that provides the terms and
conditions of the charter conversion as required by the
department. However, if the plan of charter conversion
complies with the requirements of the Office of Thrift
Supervision, the plan shall be considered adequate. In the case
of a charter conversion by a mutual savings association, the
plan of charter conversion shall stipulate the manner of
distribution of stock in conformance with Office of Thrift
Supervision regulations.
(2) The plan of charter conversion must be adopted by not less
than a majority of the board of directors of the savings
association.
(3) Upon approval of a plan of charter conversion by the board
of directors of the savings association, the plan of charter
conversion and a certified copy of the resolution of the board of
directors approving the plan of charter conversion shall be
submitted to the department for approval.
(4) The plan of charter conversion shall be conditioned upon the
approval of not less than a majority of the total number of votes
cast at a regular or special meeting of the voting parties. In
obtaining the approval of the plan of charter conversion by the
voting parties, the converting savings association shall provide
to the voting parties the information regarding the plan of
charter conversion that the department requires. In determining
the information that must be provided, the department shall give
due consideration to the requirements of the Office of Thrift
Supervision and regulations relating to proxy statements
governed by Section 14 of the Securities and Exchange Act of
1934 (15 U.S.C. 78n).
(5) The savings associations shall provide to the department the
additional relevant information requested by the department in
connection with the plan of charter conversion. As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.36.
IC 28-1-21.6-10 Approval or disapproval of conversion plan; requirements
Sec. 10. (a) The department may approve or disapprove the plan
of charter conversion filed under section 9 of this chapter.
(b) Solicitation of the votes of voting parties may occur before
receipt of the approval of the department.
(c) The department may not approve the plan of charter
conversion unless the department finds, after appropriate
investigation or examination, and without the requirement of a public
hearing, that the following requirements have been fulfilled:
(1) That the resulting commercial bank will operate in a safe,
sound, and prudent manner.
(2) That the proposed charter conversion will not result in a
commercial bank that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(3) That the management or other principals of the savings
association are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the commercial bank proposed to be formed as a result
of the charter conversion.
(4) That the interests of the depositors, the creditors, and the
public generally will not be jeopardized by the proposed charter
conversion. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-11 Powers and duties of resulting commercial bank
Sec. 11. Upon conversion of a savings association, the resulting
commercial bank:
(1) possesses all of the rights, privileges, immunities, and
powers of a commercial bank;
(2) unless otherwise provided in this chapter, is subject to all of
the duties, restrictions, obligations, and liabilities of a
commercial bank; and
(3) succeeds by operation of law to all rights and property of the
converting savings association and shall be subjected to all
debts, obligations, and liabilities of the converting savings
association as if the commercial bank had incurred the debts
and liabilities.
As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-12 Transitional powers
Sec. 12. The department may authorize the resulting commercial
bank to do the following:
(1) Wind up any activities legally engaged in by the savings
association at the time of charter conversion not permitted to
commercial banks.
(2) Retain any assets legally held by the savings association at
the effective time of the charter conversion that may not be held
by commercial banks for a transitional period.
The terms and conditions of the transitional period under
subdivisions (1) and (2) are subject to the discretion of the
department. However, the transitional period may not exceed ten (10)
years after the effective time of the charter conversion. As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.37.
IC 28-1-21.6-13 Retention of branches
Sec. 13. Notwithstanding IC 28-2-13, a commercial bank created
by charter conversion may retain all branches lawfully established. As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.38.
IC 28-1-21.6-14 Articles of conversion; filing
Sec. 14. In order to effect the charter conversion, the converting
savings association shall file articles of charter conversion, bearing
the approval of the director of the department, with the secretary of
state. The converting savings association shall also file copies of the
articles of charter conversion with the county recorder of the county
where the principal office of the commercial bank is located. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-15 Statutes and rules applicable to converted bank
Sec. 15. Upon the effective time of charter conversion, the
converted commercial bank shall, unless otherwise provided in this
chapter, immediately become subject to all statutes and rules
applicable to commercial banks. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6
Chapter 21.6. Charter Conversion of Mutual or Stock Savings
Associations to Commercial Banks
IC 28-1-21.6-1 "Charter conversion" defined
Sec. 1. As used in this chapter, "charter conversion" means the
conversion of a savings association to a commercial bank. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-2 "Commercial bank" defined
Sec. 2. As used in this chapter, "commercial bank" means a stock
bank or trust company (as defined by IC 28-1-1-3(2)). As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.35.
IC 28-1-21.6-3 "Department" defined
Sec. 3. As used in this chapter, "department" means the Indiana
department of financial institutions and, if applicable, the
department's authorized delegate. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-4 "Effective time of the charter conversion" defined
Sec. 4. As used in this chapter, "effective time of the charter
conversion" means:
(1) the date that articles of conversion are filed with the Indiana
secretary of state; or
(2) the date designated in the articles of conversion. As added by P.L.147-1990, SEC.2. Amended by P.L.122-1994,
SEC.82.
IC 28-1-21.6-5 "Office of thrift supervision" defined
Sec. 5. As used in this chapter, "office of thrift supervision"
means the primary federal regulator of savings associations or
successors of savings associations (as defined in 12 U.S.C. 1462(a)
(FIRREA Section 301)). As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-6 "Savings association" defined
Sec. 6. As used in this chapter, "savings association" means an
institution (as defined in 12 U.S.C. 1813(b)) that maintains the
principal office of the institution in Indiana. The term includes
federally chartered savings associations and savings banks, and state
savings and loan associations and building and loan associations,
whether in stock or mutual form of ownership. The term does not
include mutual savings banks. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-7 "Voting parties" defined
Sec. 7. As used in this chapter, "voting parties" means in the case
of a mutual savings association the mutual savings association's
depositors or members, and in the case of a stock savings association
the stock savings association's stockholders. Voting parties have the
voting rights stipulated by the bylaws of the converting savings
association. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-8 Conversion upon approval
Sec. 8. Any savings association may, upon approval of the
department and, if required by federal law, the office of thrift
supervision, effect a charter conversion. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-9 Procedures for conversion
Sec. 9. The department shall prescribe procedures for charter
conversions. The procedures prescribed by the department must
include the following:
(1) The savings association shall prepare and submit a plan of
charter conversion to the department that provides the terms and
conditions of the charter conversion as required by the
department. However, if the plan of charter conversion
complies with the requirements of the Office of Thrift
Supervision, the plan shall be considered adequate. In the case
of a charter conversion by a mutual savings association, the
plan of charter conversion shall stipulate the manner of
distribution of stock in conformance with Office of Thrift
Supervision regulations.
(2) The plan of charter conversion must be adopted by not less
than a majority of the board of directors of the savings
association.
(3) Upon approval of a plan of charter conversion by the board
of directors of the savings association, the plan of charter
conversion and a certified copy of the resolution of the board of
directors approving the plan of charter conversion shall be
submitted to the department for approval.
(4) The plan of charter conversion shall be conditioned upon the
approval of not less than a majority of the total number of votes
cast at a regular or special meeting of the voting parties. In
obtaining the approval of the plan of charter conversion by the
voting parties, the converting savings association shall provide
to the voting parties the information regarding the plan of
charter conversion that the department requires. In determining
the information that must be provided, the department shall give
due consideration to the requirements of the Office of Thrift
Supervision and regulations relating to proxy statements
governed by Section 14 of the Securities and Exchange Act of
1934 (15 U.S.C. 78n).
(5) The savings associations shall provide to the department the
additional relevant information requested by the department in
connection with the plan of charter conversion. As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.36.
IC 28-1-21.6-10 Approval or disapproval of conversion plan; requirements
Sec. 10. (a) The department may approve or disapprove the plan
of charter conversion filed under section 9 of this chapter.
(b) Solicitation of the votes of voting parties may occur before
receipt of the approval of the department.
(c) The department may not approve the plan of charter
conversion unless the department finds, after appropriate
investigation or examination, and without the requirement of a public
hearing, that the following requirements have been fulfilled:
(1) That the resulting commercial bank will operate in a safe,
sound, and prudent manner.
(2) That the proposed charter conversion will not result in a
commercial bank that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(3) That the management or other principals of the savings
association are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the commercial bank proposed to be formed as a result
of the charter conversion.
(4) That the interests of the depositors, the creditors, and the
public generally will not be jeopardized by the proposed charter
conversion. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-11 Powers and duties of resulting commercial bank
Sec. 11. Upon conversion of a savings association, the resulting
commercial bank:
(1) possesses all of the rights, privileges, immunities, and
powers of a commercial bank;
(2) unless otherwise provided in this chapter, is subject to all of
the duties, restrictions, obligations, and liabilities of a
commercial bank; and
(3) succeeds by operation of law to all rights and property of the
converting savings association and shall be subjected to all
debts, obligations, and liabilities of the converting savings
association as if the commercial bank had incurred the debts
and liabilities.
As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-12 Transitional powers
Sec. 12. The department may authorize the resulting commercial
bank to do the following:
(1) Wind up any activities legally engaged in by the savings
association at the time of charter conversion not permitted to
commercial banks.
(2) Retain any assets legally held by the savings association at
the effective time of the charter conversion that may not be held
by commercial banks for a transitional period.
The terms and conditions of the transitional period under
subdivisions (1) and (2) are subject to the discretion of the
department. However, the transitional period may not exceed ten (10)
years after the effective time of the charter conversion. As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.37.
IC 28-1-21.6-13 Retention of branches
Sec. 13. Notwithstanding IC 28-2-13, a commercial bank created
by charter conversion may retain all branches lawfully established. As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993,
SEC.38.
IC 28-1-21.6-14 Articles of conversion; filing
Sec. 14. In order to effect the charter conversion, the converting
savings association shall file articles of charter conversion, bearing
the approval of the director of the department, with the secretary of
state. The converting savings association shall also file copies of the
articles of charter conversion with the county recorder of the county
where the principal office of the commercial bank is located. As added by P.L.147-1990, SEC.2.
IC 28-1-21.6-15 Statutes and rules applicable to converted bank
Sec. 15. Upon the effective time of charter conversion, the
converted commercial bank shall, unless otherwise provided in this
chapter, immediately become subject to all statutes and rules
applicable to commercial banks. As added by P.L.147-1990, SEC.2.
