IC 28-1-32
Chapter 32. Conversion of a Mutual Savings Association Into a
Credit Union
IC 28-1-32-1 "Conversion plan"
Sec. 1. As used in this chapter, "conversion plan" refers to a plan
for the conversion of a mutual savings association into a credit union
that 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 set
forth 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 the
secretary of state; or
(2) the date designated in the articles of conversion as the
effective 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 the
depositors 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 voting
rights as provided in the applicable corporate governance documents
of 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 savings
association 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 the
conversion of a mutual savings association into a federally chartered
credit union, the department shall prescribe procedures for the
conversion of a mutual savings association into a credit union under
this chapter.
(b) The procedures prescribed by the department must include the
following:
(1) The savings association must prepare and submit to the
department a conversion plan that provides the terms and
conditions required by the department for the conversion of the
mutual savings association into a credit union.
(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. The
director of the department must approve the method used to
notify the voting parties of the meeting held to consider the
conversion plan. The director of the department may require the
converting savings association to provide the voting parties with
information regarding the conversion plan.
(5) The savings association must provide to the department
additional relevant information requested by the department
regarding 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; date
of charter conversion
Sec. 8.1. (a) A mutual savings association may convert into a
federally chartered credit union by complying with the following
requirements:
(1) The mutual savings association must prepare a conversion
plan that provides the terms and conditions for the conversion
of the mutual savings association into a federal credit union.
(2) The conversion plan must be adopted by not less than a
majority of the board of directors of the mutual savings
association.
(3) Unless the articles of incorporation require a greater or
lesser vote, the conversion plan must be approved by 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.
(4) If the conversion plan is approved by the voting parties
under subdivision (3), the mutual savings association shall, not
later than ninety (90) days after the plan is approved under
subdivision (3), take all necessary actions to effect the
conversion.
(5) Not later than ten (10) days after receipt of the federal
charter, the credit union resulting from the charter conversion
shall:
(A) file a copy of the federal charter with the department;
and
(B) notify the secretary of state that the conversion is
complete.
(b) Notwithstanding section 3 of this chapter, the converted
federal credit union ceases to be a savings association upon the
issuance of the federal charter, unless the federal charter provides for
a 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 a
conversion plan filed under section 8 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. 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 plan
unless the department finds, after appropriate investigation or
examination, all of the following:
(1) The resulting credit union will operate in a safe, sound, and
prudent manner.
(2) The proposed credit union conversion will not result in a
credit union that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(3) The management or other principals of the savings
association are qualified by character and financial
responsibility to control and operate the proposed credit union
in a legal and proper manner.
(4) The interests of the depositors, creditors, and public
generally will not be jeopardized by the proposed credit union
conversion.
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 mutual
savings association into a credit union under this chapter, the
resulting credit union:
(1) possesses all of the rights, privileges, immunities, and
powers of a credit union;
(2) unless otherwise provided in this chapter, is subject to all of
the statutes, rules, duties, restrictions, obligations, and liabilities
of a credit union;
(3) succeeds by operation of law to all rights and property of the
converting savings association;
(4) is subject to all debts, obligations, and liabilities of the
converting savings association as if the credit union had
incurred the debts, obligation, and liabilities; and
(5) may retain the borrowers and depositors of the converting
savings 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 resulting
from a conversion under this chapter to do the following:
(1) Wind up any activities that the savings association was
legally engaged in at the effective time of the conversion but
that otherwise are not permitted to credit unions.
(2) Retain for a transitional period any assets that the savings
association legally held at the effective time of the conversion
but that otherwise may not be held by credit unions.
The terms and conditions of the winding up of activities under
subdivision (1) and the retention of assets under subdivision (2) are
subject to the discretion of the department. However, the transitional
period during which activities may be carried out under subdivision
(1) or assets may be retained under subdivision (2) may not exceed
ten (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 this
chapter 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 union
under this chapter shall file with the secretary of state the 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 credit union will be located.
(c) The articles of conversion constitute articles of incorporation
of the resulting credit union and must set forth the elements required
in 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 converted
credit union is subject to all statutes and rules applicable to credit
unions. 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 or
policies to implement this chapter. As added by P.L.1-2006, SEC.491.
IC 28-1-32
Chapter 32. Conversion of a Mutual Savings Association Into a
Credit Union
IC 28-1-32-1 "Conversion plan"
Sec. 1. As used in this chapter, "conversion plan" refers to a plan
for the conversion of a mutual savings association into a credit union
that 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 set
forth 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 the
secretary of state; or
(2) the date designated in the articles of conversion as the
effective 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 the
depositors 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 voting
rights as provided in the applicable corporate governance documents
of 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 savings
association 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 the
conversion of a mutual savings association into a federally chartered
credit union, the department shall prescribe procedures for the
conversion of a mutual savings association into a credit union under
this chapter.
(b) The procedures prescribed by the department must include the
following:
(1) The savings association must prepare and submit to the
department a conversion plan that provides the terms and
conditions required by the department for the conversion of the
mutual savings association into a credit union.
(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. The
director of the department must approve the method used to
notify the voting parties of the meeting held to consider the
conversion plan. The director of the department may require the
converting savings association to provide the voting parties with
information regarding the conversion plan.
(5) The savings association must provide to the department
additional relevant information requested by the department
regarding 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; date
of charter conversion
Sec. 8.1. (a) A mutual savings association may convert into a
federally chartered credit union by complying with the following
requirements:
(1) The mutual savings association must prepare a conversion
plan that provides the terms and conditions for the conversion
of the mutual savings association into a federal credit union.
(2) The conversion plan must be adopted by not less than a
majority of the board of directors of the mutual savings
association.
(3) Unless the articles of incorporation require a greater or
lesser vote, the conversion plan must be approved by 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.
(4) If the conversion plan is approved by the voting parties
under subdivision (3), the mutual savings association shall, not
later than ninety (90) days after the plan is approved under
subdivision (3), take all necessary actions to effect the
conversion.
(5) Not later than ten (10) days after receipt of the federal
charter, the credit union resulting from the charter conversion
shall:
(A) file a copy of the federal charter with the department;
and
(B) notify the secretary of state that the conversion is
complete.
(b) Notwithstanding section 3 of this chapter, the converted
federal credit union ceases to be a savings association upon the
issuance of the federal charter, unless the federal charter provides for
a 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 a
conversion plan filed under section 8 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. 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 plan
unless the department finds, after appropriate investigation or
examination, all of the following:
(1) The resulting credit union will operate in a safe, sound, and
prudent manner.
(2) The proposed credit union conversion will not result in a
credit union that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(3) The management or other principals of the savings
association are qualified by character and financial
responsibility to control and operate the proposed credit union
in a legal and proper manner.
(4) The interests of the depositors, creditors, and public
generally will not be jeopardized by the proposed credit union
conversion.
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 mutual
savings association into a credit union under this chapter, the
resulting credit union:
(1) possesses all of the rights, privileges, immunities, and
powers of a credit union;
(2) unless otherwise provided in this chapter, is subject to all of
the statutes, rules, duties, restrictions, obligations, and liabilities
of a credit union;
(3) succeeds by operation of law to all rights and property of the
converting savings association;
(4) is subject to all debts, obligations, and liabilities of the
converting savings association as if the credit union had
incurred the debts, obligation, and liabilities; and
(5) may retain the borrowers and depositors of the converting
savings 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 resulting
from a conversion under this chapter to do the following:
(1) Wind up any activities that the savings association was
legally engaged in at the effective time of the conversion but
that otherwise are not permitted to credit unions.
(2) Retain for a transitional period any assets that the savings
association legally held at the effective time of the conversion
but that otherwise may not be held by credit unions.
The terms and conditions of the winding up of activities under
subdivision (1) and the retention of assets under subdivision (2) are
subject to the discretion of the department. However, the transitional
period during which activities may be carried out under subdivision
(1) or assets may be retained under subdivision (2) may not exceed
ten (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 this
chapter 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 union
under this chapter shall file with the secretary of state the 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 credit union will be located.
(c) The articles of conversion constitute articles of incorporation
of the resulting credit union and must set forth the elements required
in 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 converted
credit union is subject to all statutes and rules applicable to credit
unions. 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 or
policies to implement this chapter. As added by P.L.1-2006, SEC.491.
IC 28-1-32
Chapter 32. Conversion of a Mutual Savings Association Into a
Credit Union
IC 28-1-32-1 "Conversion plan"
Sec. 1. As used in this chapter, "conversion plan" refers to a plan
for the conversion of a mutual savings association into a credit union
that 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 set
forth 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 the
secretary of state; or
(2) the date designated in the articles of conversion as the
effective 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 the
depositors 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 voting
rights as provided in the applicable corporate governance documents
of 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 savings
association 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 the
conversion of a mutual savings association into a federally chartered
credit union, the department shall prescribe procedures for the
conversion of a mutual savings association into a credit union under
this chapter.
(b) The procedures prescribed by the department must include the
following:
(1) The savings association must prepare and submit to the
department a conversion plan that provides the terms and
conditions required by the department for the conversion of the
mutual savings association into a credit union.
(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. The
director of the department must approve the method used to
notify the voting parties of the meeting held to consider the
conversion plan. The director of the department may require the
converting savings association to provide the voting parties with
information regarding the conversion plan.
(5) The savings association must provide to the department
additional relevant information requested by the department
regarding 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; date
of charter conversion
Sec. 8.1. (a) A mutual savings association may convert into a
federally chartered credit union by complying with the following
requirements:
(1) The mutual savings association must prepare a conversion
plan that provides the terms and conditions for the conversion
of the mutual savings association into a federal credit union.
(2) The conversion plan must be adopted by not less than a
majority of the board of directors of the mutual savings
association.
(3) Unless the articles of incorporation require a greater or
lesser vote, the conversion plan must be approved by 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.
(4) If the conversion plan is approved by the voting parties
under subdivision (3), the mutual savings association shall, not
later than ninety (90) days after the plan is approved under
subdivision (3), take all necessary actions to effect the
conversion.
(5) Not later than ten (10) days after receipt of the federal
charter, the credit union resulting from the charter conversion
shall:
(A) file a copy of the federal charter with the department;
and
(B) notify the secretary of state that the conversion is
complete.
(b) Notwithstanding section 3 of this chapter, the converted
federal credit union ceases to be a savings association upon the
issuance of the federal charter, unless the federal charter provides for
a 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 a
conversion plan filed under section 8 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. 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 plan
unless the department finds, after appropriate investigation or
examination, all of the following:
(1) The resulting credit union will operate in a safe, sound, and
prudent manner.
(2) The proposed credit union conversion will not result in a
credit union that has inadequate capital, unsatisfactory
management, or poor earnings prospects.
(3) The management or other principals of the savings
association are qualified by character and financial
responsibility to control and operate the proposed credit union
in a legal and proper manner.
(4) The interests of the depositors, creditors, and public
generally will not be jeopardized by the proposed credit union
conversion.
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 mutual
savings association into a credit union under this chapter, the
resulting credit union:
(1) possesses all of the rights, privileges, immunities, and
powers of a credit union;
(2) unless otherwise provided in this chapter, is subject to all of
the statutes, rules, duties, restrictions, obligations, and liabilities
of a credit union;
(3) succeeds by operation of law to all rights and property of the
converting savings association;
(4) is subject to all debts, obligations, and liabilities of the
converting savings association as if the credit union had
incurred the debts, obligation, and liabilities; and
(5) may retain the borrowers and depositors of the converting
savings 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 resulting
from a conversion under this chapter to do the following:
(1) Wind up any activities that the savings association was
legally engaged in at the effective time of the conversion but
that otherwise are not permitted to credit unions.
(2) Retain for a transitional period any assets that the savings
association legally held at the effective time of the conversion
but that otherwise may not be held by credit unions.
The terms and conditions of the winding up of activities under
subdivision (1) and the retention of assets under subdivision (2) are
subject to the discretion of the department. However, the transitional
period during which activities may be carried out under subdivision
(1) or assets may be retained under subdivision (2) may not exceed
ten (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 this
chapter 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 union
under this chapter shall file with the secretary of state the 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 credit union will be located.
(c) The articles of conversion constitute articles of incorporation
of the resulting credit union and must set forth the elements required
in 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 converted
credit union is subject to all statutes and rules applicable to credit
unions. 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 or
policies to implement this chapter. As added by P.L.1-2006, SEC.491.
