IC 28-1-21.9
Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a
Stock Savings Bank
IC 28-1-21.9-1 Charter conversion
Sec. 1. As used in this chapter, "charter conversion" means the
conversion of a savings bank 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) 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 the
plan of charter conversion of a savings bank to a stock savings bank
required 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 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.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Repealed
(Repealed by P.L.262-1995, SEC.91.)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 meaning
set 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 a
savings 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 may
convert 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 charter
conversions under this chapter.
(b) The procedures prescribed by the department must include the
following:
(1) The savings bank must prepare and submit a conversion
plan to the department that provides the terms and conditions of
the charter conversion as required by the department. The
conversion plan shall stipulate the manner of distribution of
stock.
(2) The conversion plan must be adopted by not less than a
majority of the board of directors of the savings bank.
(3) Upon approval of a plan of charter conversion by the board
of directors of the savings bank, the conversion plan and a
certified copy of the resolution of the board of directors
approving the conversion plan shall be submitted to the
department for approval.
(4) The conversion plan shall be conditioned upon 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 bank shall provide to the voting
parties the information regarding the conversion plan 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 regulations
relating to proxy statements governed by Section 14 of the
Securities Exchange Act of 1934 (15 U.S.C. 78n).
(5) The savings bank shall provide to the department the
additional relevant information requested by the department in
connection 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 voting
rights set forth in IC 28-13-6-2 with respect to a charter conversion
of 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 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 bank receives approval of the department, if the director of
the department has reviewed the proxy solicitation material and has
notified the savings bank in writing that the department does not
object 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 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 charter 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 bank
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, the creditors, and the
public generally will not be jeopardized by the proposed charter
conversion. 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, 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, regulations, 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 bank; and
(4) is subject to all debts, obligations, and liabilities of the
converting savings bank as if the stock savings bank had
incurred 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 savings
bank to do the following:
(1) Wind up any activities legally engaged in by the savings
bank 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 bank 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.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 bank
created by charter conversion may retain all branches lawfully
established. 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 converting
savings bank must file with the secretary of state articles of charter
conversion showing the approval of the director of the department.
(b) The converting savings bank shall record copies of the articles
of 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 of
incorporation and must set forth the elements required in
IC 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 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, a reference 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 by
conversion 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 or
policies to implement this chapter. As added by P.L.42-1993, SEC.44.
IC 28-1-21.9
Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a
Stock Savings Bank
IC 28-1-21.9-1 Charter conversion
Sec. 1. As used in this chapter, "charter conversion" means the
conversion of a savings bank 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) 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 the
plan of charter conversion of a savings bank to a stock savings bank
required 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 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.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 meaning
set 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 a
savings 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 may
convert 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 charter
conversions under this chapter.
(b) The procedures prescribed by the department must include the
following:
(1) The savings bank must prepare and submit a conversion
plan to the department that provides the terms and conditions of
the charter conversion as required by the department. The
conversion plan shall stipulate the manner of distribution of
stock.
(2) The conversion plan must be adopted by not less than a
majority of the board of directors of the savings bank.
(3) Upon approval of a plan of charter conversion by the board
of directors of the savings bank, the conversion plan and a
certified copy of the resolution of the board of directors
approving the conversion plan shall be submitted to the
department for approval.
(4) The conversion plan shall be conditioned upon 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 bank shall provide to the voting
parties the information regarding the conversion plan 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 regulations
relating to proxy statements governed by Section 14 of the
Securities Exchange Act of 1934 (15 U.S.C. 78n).
(5) The savings bank shall provide to the department the
additional relevant information requested by the department in
connection 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 voting
rights set forth in IC 28-13-6-2 with respect to a charter conversion
of 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 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 bank receives approval of the department, if the director of
the department has reviewed the proxy solicitation material and has
notified the savings bank in writing that the department does not
object 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 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 charter 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 bank
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, the creditors, and the
public generally will not be jeopardized by the proposed charter
conversion. 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, 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, regulations, 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 bank; and
(4) is subject to all debts, obligations, and liabilities of the
converting savings bank as if the stock savings bank had
incurred 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 savings
bank to do the following:
(1) Wind up any activities legally engaged in by the savings
bank 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 bank 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.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 bank
created by charter conversion may retain all branches lawfully
established. 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 converting
savings bank must file with the secretary of state articles of charter
conversion showing the approval of the director of the department.
(b) The converting savings bank shall record copies of the articles
of 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 of
incorporation and must set forth the elements required in
IC 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 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, a reference 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 by
conversion 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 or
policies to implement this chapter. As added by P.L.42-1993, SEC.44.
IC 28-1-21.9
Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a
Stock Savings Bank
IC 28-1-21.9-1 Charter conversion
Sec. 1. As used in this chapter, "charter conversion" means the
conversion of a savings bank 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) 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 the
plan of charter conversion of a savings bank to a stock savings bank
required 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 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.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 meaning
set 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 a
savings 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 may
convert 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 charter
conversions under this chapter.
(b) The procedures prescribed by the department must include the
following:
(1) The savings bank must prepare and submit a conversion
plan to the department that provides the terms and conditions of
the charter conversion as required by the department. The
conversion plan shall stipulate the manner of distribution of
stock.
(2) The conversion plan must be adopted by not less than a
majority of the board of directors of the savings bank.
(3) Upon approval of a plan of charter conversion by the board
of directors of the savings bank, the conversion plan and a
certified copy of the resolution of the board of directors
approving the conversion plan shall be submitted to the
department for approval.
(4) The conversion plan shall be conditioned upon 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 bank shall provide to the voting
parties the information regarding the conversion plan 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 regulations
relating to proxy statements governed by Section 14 of the
Securities Exchange Act of 1934 (15 U.S.C. 78n).
(5) The savings bank shall provide to the department the
additional relevant information requested by the department in
connection 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 voting
rights set forth in IC 28-13-6-2 with respect to a charter conversion
of 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 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 bank receives approval of the department, if the director of
the department has reviewed the proxy solicitation material and has
notified the savings bank in writing that the department does not
object 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 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 charter 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 bank
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, the creditors, and the
public generally will not be jeopardized by the proposed charter
conversion. 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, 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, regulations, 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 bank; and
(4) is subject to all debts, obligations, and liabilities of the
converting savings bank as if the stock savings bank had
incurred 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 savings
bank to do the following:
(1) Wind up any activities legally engaged in by the savings
bank 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 bank 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.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 bank
created by charter conversion may retain all branches lawfully
established. 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 converting
savings bank must file with the secretary of state articles of charter
conversion showing the approval of the director of the department.
(b) The converting savings bank shall record copies of the articles
of 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 of
incorporation and must set forth the elements required in
IC 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 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, a reference 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 by
conversion 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 or
policies to implement this chapter. As added by P.L.42-1993, SEC.44.
