17-5425.   Same; associations authorized to operate with guarantee stock;requirements.(a) New associations. Any association incorporated under the savingsand loan code, and acts amendatory thereof or supplemental thereto, afterthis act takes effect may, upon complying with the requirements of thesavings and loan code, and acts amendatory thereof or supplemental thereto,operate with guarantee stock and provide for such stock in its original bylaws.

      (b)   Existing associations. Any association not having guaranteestock may convert to and become an association authorized to issue guaranteestock upon compliance with the provisions of this subsection:

      (1)   The commissioner may adopt rules and regulations establishing therules, general requirements, required provisions in a plan of conversion,optional provisions in a plan of conversion, notices and procedures toaccomplisha conversion to the guarantee stock form of organization. The commissionermay adopt the rules and regulations of the federal savings and loan insurancecorporation governing the conversion of mutual insured associations to capitalstock insured associations, in whole or in part, but no rules and regulationsof the commissioner shall contain any requirement or provision the effectof which is to prevent approval of the plan of conversion by the federalsavings and loan insurance corporation. Such rules and regulations shallrequire the approval of the plan of conversion by the commissioner, by thefederal savings and loan insurance corporation, by a majority of the boardof directors of the association and by at least the majority vote of themembers of the association at an annual or special meeting of the members.

      (2)   Upon a finding by the commissioner that the conversion to the guaranteestock form of organization has been completed in accordance with therequirements of this subsection and of the rules and regulations, thecommissioner shall issue to the association a certificate of approval ofthe conversion, attaching to such certificate a copy of the association'samended articles of incorporation. A signed copy of such certificate shallbe filed by the commissioner with the secretary of state and all amendmentsto the association's articles of incorporation made pursuant to the plan ofconversion shall thereupon be effective. Amendments to the association'sbylaws to conform to operation as a guarantee stock association shall besubmitted to the commissioner and be recorded in like manner as other bylaw amendments.

      (3)   Upon the issuance to the association of a certificate of conversion,the corporate existence of such converting association shall not terminate,but such association shall be a continuation of the entity converted andall property of the converted association, including its rights, titlesand interests in and to all property of whatever kind, whether real, personalor mixed, things in action and every right, privilege, interest and assetof any conceivable value or benefit then existing, or pertaining to it,or which would inure to it, immediately, by operation of law and withoutany conveyance or transfer and without any further act or deed, shall vestin and remain the property of such converted association, and the same shallhave, hold and enjoy the same in its own right as fully and to the sameextent as the same were possessed, held and enjoyed by the converting association,and such converted association, upon issuance of the certificate of suchconversion, shall continue to have and succeed to all the rights, obligationsand relations of the converting association. All pending actions and otherjudicial proceedings to which the converting association is a party shallnot be abated or discontinued by reason of such conversion, but may be prosecutedto final judgment, order or decree in the same manner as if such conversionhad not been made. Any judgment, order or decree may be rendered for oragainst it which might have been rendered for or against the convertingassociation theretofore involved in the proceedings.

      History:   L. 1955, ch. 141, § 7; L. 1986, ch. 93, § 2; July 1.