9-808. Stockholder vote for conversion to state bank; approval by commissioner; investigation; capital and name; stock for stock or property; powers continued; assets transferred; dissenting stockhold
9-808
9-808. Stockholder vote for conversion to state
bank; approval by
commissioner; investigation; capital and name; stock for stock or property;
powers continued; assets
transferred; dissenting stockholder; same entity; divesture of unauthorized
assets and liabilities.
(a) After first applying for and receiving approval from the commissioner,
any national bank, federal savings association or
federal
savings bank organized under the laws of the United States may
become a state bank upon the affirmative vote of not less than
2/3
of its outstanding voting stock. Any national bank, federal savings
association or federal savings bank desiring to become a
state bank shall apply to the
commissioner for permission to convert to a state bank, and shall submit a
certified copy of its articles of association, a transcript of the minutes of
the meeting of its stockholders showing approval of the proposed conversion
and any other information required in the application form prescribed by the
commissioner. A federal savings association or federal savings bank operating in
a mutual form must also convert to a stock form prior to converting to a
state bank and shall submit appropriate documentation to the commissioner to
show that the appropriate federal regulator has approved such mutual to stock
conversion. Upon receipt of each of the items required by this section the
commissioner
shall make or cause to be made such investigation as the commissioner deems
necessary to determine whether:
(1) All state and federal requirements for a conversion have been satisfied;
(2) the conversion will not adversely affect the interests of the
depositors; and
(3) the resulting state bank will have an adequate capital structure.
If the commissioner determines each of these matters favorably the conversion
shall be approved and the commissioner shall issue a certificate of
authority.
Upon issuance of a certificate of authority, the articles of incorporation,
duly executed as required by state law, shall be filed with the secretary of
state.
(b) In any conversion authorized by this section the
capital requirements of
this act shall apply, and the new name for such resulting bank shall be
approved by the commissioner. In any conversion authorized by
this section the resulting state bank shall have authority to
issue its shares of stock for
shares of stock in the national bank, federal savings association or federal
savings bank or property of the national bank, federal savings
association or federal savings bank for
and upon such valuation as shall be agreed upon, and approved by the
commissioner. In any conversion authorized by this section the
resulting
state bank by operation of law shall continue all trust functions being
exercised by the national bank, federal savings association or federal
savings bank and shall be substituted for the national
bank, federal savings association or federal savings bank and shall have
the right to exercise trust or fiduciary powers created
by any instrument designating the national bank, federal savings association
or federal savings bank even though such
instruments are not yet effective.
(c) In any conversion authorized by this section the
resulting state bank
shall succeed by operation of law without any conveyance or transfer by the
act of the national bank, federal savings association or federal savings
bank to all the actual or potential assets, real
property, tangible personal property, intangible personal property, rights,
franchises and interests, including those in a fiduciary capacity of the
national bank, federal savings association or federal savings bank and
shall be subject to all of the liabilities of the
national bank, federal savings association or federal savings bank.
(d) In any conversion authorized by this section the rights and
responsibilities of any shareholder of the national bank, federal savings
association or federal savings bank who objects or
dissents to the proposed conversion shall be governed by the provisions of
K.S.A. 17-6712, and amendments thereto, as though the national
bank, federal savings association or federal savings bank was a Kansas
corporation and the objecting or dissenting shareholder was objecting or
dissenting to a proposed merger transaction.
In any
conversion authorized by this section the corporate existence
of the
national bank, federal savings association or federal savings bank shall
be merged into and shall be continued in the resulting
state bank, and the resulting state bank shall be deemed to be the
identical corporate entity as the national bank, federal savings association
or federal savings bank.
(e) Within a reasonable time after the effective date of the conversion,
the resulting bank shall divest itself of all assets and liabilities that do
not conform to state banking laws and rules and regulations. The length of this
transition period shall be determined by the commissioner and shall be
specified when the application for conversion is approved.
History: L. 1947, ch. 102, § 11;
L. 1994, ch. 192, § 2;
L. 2000, ch. 106, § 2; Apr. 27.