9-808.   Stockholder vote for conversion to statebank; approval bycommissioner; investigation; capital and name; stock for stock or property;powers continued; assetstransferred; dissenting stockholder; same entity; divesture of unauthorizedassets and liabilities.(a) After first applying for and receiving approval from the commissioner,any national bank, federal savings association orfederalsavings bank organized under the laws of the United States maybecome a state bank upon the affirmative vote of not less than2/3of its outstanding voting stock. Any national bank, federal savingsassociation or federal savings bank desiring to become astate bank shall apply to thecommissioner for permission to convert to a state bank, and shall submit acertified copy of its articles of association, a transcript of the minutes ofthe meeting of its stockholders showing approval of the proposed conversionand any other information required in the application form prescribed by thecommissioner. A federal savings association or federal savings bank operating ina mutual form must also convert to a stock form prior to converting to astate bank and shall submit appropriate documentation to the commissioner toshow that the appropriate federal regulator has approved such mutual to stockconversion. Upon receipt of each of the items required by this section thecommissionershall make or cause to be made such investigation as the commissioner deemsnecessary 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 thedepositors; and

      (3)   the resulting state bank will have an adequate capital structure.If the commissioner determines each of these matters favorably the conversionshall be approved and the commissioner shall issue a certificate ofauthority.Upon issuance of a certificate of authority, the articles of incorporation,duly executed as required by state law, shall be filed with the secretary ofstate.

      (b)   In any conversion authorized by this section thecapital requirements ofthis act shall apply, and the new name for such resulting bank shall beapproved by the commissioner. In any conversion authorized bythis section the resulting state bank shall have authority toissue its shares of stock forshares of stock in the national bank, federal savings association or federalsavings bank or property of the national bank, federal savingsassociation or federal savings bank forand upon such valuation as shall be agreed upon, and approved by thecommissioner. In any conversion authorized by this section theresultingstate bank by operation of law shall continue all trust functions beingexercised by the national bank, federal savings association or federalsavings bank and shall be substituted for the nationalbank, federal savings association or federal savings bank and shall havethe right to exercise trust or fiduciary powers createdby any instrument designating the national bank, federal savings associationor federal savings bank even though suchinstruments are not yet effective.

      (c)   In any conversion authorized by this section theresulting state bankshall succeed by operation of law without any conveyance or transfer by theact of the national bank, federal savings association or federal savingsbank to all the actual or potential assets, realproperty, tangible personal property, intangible personal property, rights,franchises and interests, including those in a fiduciary capacity of thenational bank, federal savings association or federal savings bank andshall be subject to all of the liabilities of thenational bank, federal savings association or federal savings bank.

      (d)   In any conversion authorized by this section the rights andresponsibilities of any shareholder of the national bank, federal savingsassociation or federal savings bank who objects ordissents to the proposed conversion shall be governed by the provisions ofK.S.A. 17-6712, and amendments thereto, as though the nationalbank, federal savings association or federal savings bank was a Kansascorporation and the objecting or dissenting shareholder was objecting ordissenting to a proposed merger transaction.In anyconversion authorized by this section the corporate existenceof thenational bank, federal savings association or federal savings bank shallbe merged into and shall be continued in the resultingstate bank, and the resulting state bank shall be deemed to be theidentical corporate entity as the national bank, federal savings associationor 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 donot conform to state banking laws and rules and regulations. The length of thistransition period shall be determined by the commissioner and shall bespecified 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.