IC 28-1-21.8
Chapter 21.8. Charter Conversion of a Mutual or Stock Savings
Association to a Stock Savings Bank
IC 28-1-21.8-1 Conversion plan
Sec. 1. As used in this chapter, "conversion plan" refers to the
stock 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 charter
conversion" means:
(1) the date that articles of conversion are filed with the
secretary 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 an
institution (as defined in 12 U.S.C. 1813(b)) that maintains its
principal 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 loan
associations;
whether in stock or mutual form of ownership.
(c) The term does not include mutual savings banks or stock
savings 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 a
savings bank owned by holders of capital stock and formed by
conversion 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 savings
bank, including any of the following:
(1) A conversion in connection with the formation of a holding
company.
(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 the
following:
(1) In the case of a mutual savings association, the mutual
savings association's depositors or members.
(2) In the case of a stock savings association, the stock savings
association'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 savings
association 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 stock
savings bank conversions.
(b) The procedures prescribed by the department must include the
following:
(1) The savings association must prepare and submit a
conversion plan to the department that provides the terms and
conditions of the stock savings bank conversion as required by
the department. The resulting stock savings bank is not required
to register its stock under the Securities and Exchange Act of
1934 (15 U.S.C. 77b et seq.) unless required by other applicable
laws or regulations. A conversion plan is sufficient if it
complies with the requirements of the Office of Thrift
Supervision. In case of a stock savings bank conversion by a
mutual savings association, the conversion plan must specify
the manner of distribution of stock in conformance with the
Office of Thrift Supervision regulations unless otherwise
provided in this chapter.
(2) The conversion plan must be adopted by not less than a
majority of the board of directors of the savings association.
(3) Upon approval of the conversion plan by the board of
directors of the savings association, the conversion plan and a
certified copy of the resolution of the board of directors
approving the conversion plan must be submitted to the
department for approval.
(4) The conversion plan must be conditioned on the approval of
not less than a majority of the total number of votes eligible to
be cast at a regular or special meeting of the voting parties. In
obtaining the approval of the conversion plan by the voting
parties, the converting savings association shall provide to the
voting parties the information regarding the conversion plan
required by the department. In determining the information that
must be provided, the department shall give due consideration
to the requirements of the Office of Thrift Supervision
regulations relating to proxy statements governed by Section 14
of the Security and Exchange Act of 1934 (15 U.S.C. 78n).
(5) The savings association shall provide to the department
additional relevant information requested by the department
regarding the conversion plan.
(c) Voting parties have the voting rights provided by the bylaws
or 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 the
conversion plan filed under section 9 of this chapter.
(b) The department is not required to hold a hearing on the
conversion plan.
(c) Solicitation of the votes of voting parties may occur before the
savings association receives the department's approval of the
conversion plan if the director of the department has reviewed the
proxy solicitation material and has notified the savings association
in 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 plan
unless the department finds, after appropriate investigation or
examination, 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 not
result in a stock savings 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 proposed stock savings bank.
(4) That the interests of the depositors, creditors, and public
generally will not be jeopardized by the proposed stock savings
bank 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, the
resulting stock savings bank:
(1) possesses all of the rights, privileges, immunities, and
powers of a stock savings bank;
(2) unless otherwise provided in this chapter, is subject to all of
the statutes, rules, duties, restrictions, obligations, and liabilities
of a stock savings bank;
(3) succeeds by operation of law to all rights and property of the
converting savings association; and
(4) is subject to all debts, obligations, and liabilities of the
converting savings association as if the stock savings bank had
incurred 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 savings
bank to do the following:
(1) Wind up any activities legally engaged in by the savings
association at the effective time of the charter conversion not
permitted to stock savings banks.
(2) Retain for a transitional period any assets legally held by the
savings association at the effective time of the charter
conversion that otherwise may not be held by stock savings
banks.
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.42-1993, SEC.43.
IC 28-1-21.8-14 Retention of branches
Sec. 14. Notwithstanding IC 28-6.1-12, a stock savings bank
created by a stock savings bank conversion may retain all branches
lawfully 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, the
converting savings association must file with the secretary of state
articles of conversion showing the approval of the director of the
department.
(b) The converting savings association shall record copies of the
articles 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 incorporation
and 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 savings
bank formed under this chapter is governed by IC 28-6.1.
(b) For purposes of a stock savings bank formed under this
chapter, references in IC 28-6.1 to formation and operation by a
board means:
(1) formation by conversion under this chapter; and
(2) operation by a board of directors elected by shareholders
under IC 28-13.
(c) IC 28-6.1-3 does not apply to a stock savings bank formed
under 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 or
policies to implement this chapter. As added by P.L.42-1993, SEC.43.
IC 28-1-21.8
Chapter 21.8. Charter Conversion of a Mutual or Stock Savings
Association to a Stock Savings Bank
IC 28-1-21.8-1 Conversion plan
Sec. 1. As used in this chapter, "conversion plan" refers to the
stock 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 charter
conversion" means:
(1) the date that articles of conversion are filed with the
secretary 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 an
institution (as defined in 12 U.S.C. 1813(b)) that maintains its
principal 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 loan
associations;
whether in stock or mutual form of ownership.
(c) The term does not include mutual savings banks or stock
savings 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 a
savings bank owned by holders of capital stock and formed by
conversion 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 savings
bank, including any of the following:
(1) A conversion in connection with the formation of a holding
company.
(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 the
following:
(1) In the case of a mutual savings association, the mutual
savings association's depositors or members.
(2) In the case of a stock savings association, the stock savings
association'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 savings
association 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 stock
savings bank conversions.
(b) The procedures prescribed by the department must include the
following:
(1) The savings association must prepare and submit a
conversion plan to the department that provides the terms and
conditions of the stock savings bank conversion as required by
the department. The resulting stock savings bank is not required
to register its stock under the Securities and Exchange Act of
1934 (15 U.S.C. 77b et seq.) unless required by other applicable
laws or regulations. A conversion plan is sufficient if it
complies with the requirements of the Office of Thrift
Supervision. In case of a stock savings bank conversion by a
mutual savings association, the conversion plan must specify
the manner of distribution of stock in conformance with the
Office of Thrift Supervision regulations unless otherwise
provided in this chapter.
(2) The conversion plan must be adopted by not less than a
majority of the board of directors of the savings association.
(3) Upon approval of the conversion plan by the board of
directors of the savings association, the conversion plan and a
certified copy of the resolution of the board of directors
approving the conversion plan must be submitted to the
department for approval.
(4) The conversion plan must be conditioned on the approval of
not less than a majority of the total number of votes eligible to
be cast at a regular or special meeting of the voting parties. In
obtaining the approval of the conversion plan by the voting
parties, the converting savings association shall provide to the
voting parties the information regarding the conversion plan
required by the department. In determining the information that
must be provided, the department shall give due consideration
to the requirements of the Office of Thrift Supervision
regulations relating to proxy statements governed by Section 14
of the Security and Exchange Act of 1934 (15 U.S.C. 78n).
(5) The savings association shall provide to the department
additional relevant information requested by the department
regarding the conversion plan.
(c) Voting parties have the voting rights provided by the bylaws
or 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 the
conversion plan filed under section 9 of this chapter.
(b) The department is not required to hold a hearing on the
conversion plan.
(c) Solicitation of the votes of voting parties may occur before the
savings association receives the department's approval of the
conversion plan if the director of the department has reviewed the
proxy solicitation material and has notified the savings association
in 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 plan
unless the department finds, after appropriate investigation or
examination, 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 not
result in a stock savings 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 proposed stock savings bank.
(4) That the interests of the depositors, creditors, and public
generally will not be jeopardized by the proposed stock savings
bank 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, the
resulting stock savings bank:
(1) possesses all of the rights, privileges, immunities, and
powers of a stock savings bank;
(2) unless otherwise provided in this chapter, is subject to all of
the statutes, rules, duties, restrictions, obligations, and liabilities
of a stock savings bank;
(3) succeeds by operation of law to all rights and property of the
converting savings association; and
(4) is subject to all debts, obligations, and liabilities of the
converting savings association as if the stock savings bank had
incurred 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 savings
bank to do the following:
(1) Wind up any activities legally engaged in by the savings
association at the effective time of the charter conversion not
permitted to stock savings banks.
(2) Retain for a transitional period any assets legally held by the
savings association at the effective time of the charter
conversion that otherwise may not be held by stock savings
banks.
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.42-1993, SEC.43.
IC 28-1-21.8-14 Retention of branches
Sec. 14. Notwithstanding IC 28-6.1-12, a stock savings bank
created by a stock savings bank conversion may retain all branches
lawfully 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, the
converting savings association must file with the secretary of state
articles of conversion showing the approval of the director of the
department.
(b) The converting savings association shall record copies of the
articles 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 incorporation
and 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 savings
bank formed under this chapter is governed by IC 28-6.1.
(b) For purposes of a stock savings bank formed under this
chapter, references in IC 28-6.1 to formation and operation by a
board means:
(1) formation by conversion under this chapter; and
(2) operation by a board of directors elected by shareholders
under IC 28-13.
(c) IC 28-6.1-3 does not apply to a stock savings bank formed
under 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 or
policies to implement this chapter. As added by P.L.42-1993, SEC.43.
IC 28-1-21.8
Chapter 21.8. Charter Conversion of a Mutual or Stock Savings
Association to a Stock Savings Bank
IC 28-1-21.8-1 Conversion plan
Sec. 1. As used in this chapter, "conversion plan" refers to the
stock 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 charter
conversion" means:
(1) the date that articles of conversion are filed with the
secretary 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 an
institution (as defined in 12 U.S.C. 1813(b)) that maintains its
principal 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 loan
associations;
whether in stock or mutual form of ownership.
(c) The term does not include mutual savings banks or stock
savings 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 a
savings bank owned by holders of capital stock and formed by
conversion 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 savings
bank, including any of the following:
(1) A conversion in connection with the formation of a holding
company.
(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 the
following:
(1) In the case of a mutual savings association, the mutual
savings association's depositors or members.
(2) In the case of a stock savings association, the stock savings
association'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 savings
association 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 stock
savings bank conversions.
(b) The procedures prescribed by the department must include the
following:
(1) The savings association must prepare and submit a
conversion plan to the department that provides the terms and
conditions of the stock savings bank conversion as required by
the department. The resulting stock savings bank is not required
to register its stock under the Securities and Exchange Act of
1934 (15 U.S.C. 77b et seq.) unless required by other applicable
laws or regulations. A conversion plan is sufficient if it
complies with the requirements of the Office of Thrift
Supervision. In case of a stock savings bank conversion by a
mutual savings association, the conversion plan must specify
the manner of distribution of stock in conformance with the
Office of Thrift Supervision regulations unless otherwise
provided in this chapter.
(2) The conversion plan must be adopted by not less than a
majority of the board of directors of the savings association.
(3) Upon approval of the conversion plan by the board of
directors of the savings association, the conversion plan and a
certified copy of the resolution of the board of directors
approving the conversion plan must be submitted to the
department for approval.
(4) The conversion plan must be conditioned on the approval of
not less than a majority of the total number of votes eligible to
be cast at a regular or special meeting of the voting parties. In
obtaining the approval of the conversion plan by the voting
parties, the converting savings association shall provide to the
voting parties the information regarding the conversion plan
required by the department. In determining the information that
must be provided, the department shall give due consideration
to the requirements of the Office of Thrift Supervision
regulations relating to proxy statements governed by Section 14
of the Security and Exchange Act of 1934 (15 U.S.C. 78n).
(5) The savings association shall provide to the department
additional relevant information requested by the department
regarding the conversion plan.
(c) Voting parties have the voting rights provided by the bylaws
or 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 the
conversion plan filed under section 9 of this chapter.
(b) The department is not required to hold a hearing on the
conversion plan.
(c) Solicitation of the votes of voting parties may occur before the
savings association receives the department's approval of the
conversion plan if the director of the department has reviewed the
proxy solicitation material and has notified the savings association
in 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 plan
unless the department finds, after appropriate investigation or
examination, 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 not
result in a stock savings 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 proposed stock savings bank.
(4) That the interests of the depositors, creditors, and public
generally will not be jeopardized by the proposed stock savings
bank 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, the
resulting stock savings bank:
(1) possesses all of the rights, privileges, immunities, and
powers of a stock savings bank;
(2) unless otherwise provided in this chapter, is subject to all of
the statutes, rules, duties, restrictions, obligations, and liabilities
of a stock savings bank;
(3) succeeds by operation of law to all rights and property of the
converting savings association; and
(4) is subject to all debts, obligations, and liabilities of the
converting savings association as if the stock savings bank had
incurred 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 savings
bank to do the following:
(1) Wind up any activities legally engaged in by the savings
association at the effective time of the charter conversion not
permitted to stock savings banks.
(2) Retain for a transitional period any assets legally held by the
savings association at the effective time of the charter
conversion that otherwise may not be held by stock savings
banks.
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.42-1993, SEC.43.
IC 28-1-21.8-14 Retention of branches
Sec. 14. Notwithstanding IC 28-6.1-12, a stock savings bank
created by a stock savings bank conversion may retain all branches
lawfully 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, the
converting savings association must file with the secretary of state
articles of conversion showing the approval of the director of the
department.
(b) The converting savings association shall record copies of the
articles 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 incorporation
and 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 savings
bank formed under this chapter is governed by IC 28-6.1.
(b) For purposes of a stock savings bank formed under this
chapter, references in IC 28-6.1 to formation and operation by a
board means:
(1) formation by conversion under this chapter; and
(2) operation by a board of directors elected by shareholders
under IC 28-13.
(c) IC 28-6.1-3 does not apply to a stock savings bank formed
under 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 or
policies to implement this chapter. As added by P.L.42-1993, SEC.43.
