17-5425.Same; associations authorized to operate with guarantee stock;
requirements.
(a) New associations. Any association incorporated under the savings
and loan code, and acts amendatory thereof or supplemental thereto, after
this act takes effect may, upon complying with the requirements of the
savings 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 guarantee
stock may convert to and become an association authorized to issue guarantee
stock upon compliance with the provisions of this subsection:
(1) The commissioner may adopt rules and regulations establishing the
rules, general requirements, required provisions in a plan of conversion,
optional provisions in a plan of conversion, notices and procedures to
accomplish
a conversion to the guarantee stock form of organization. The commissioner
may adopt the rules and regulations of the federal savings and loan insurance
corporation governing the conversion of mutual insured associations to capital
stock insured associations, in whole or in part, but no rules and regulations
of the commissioner shall contain any requirement or provision the effect
of which is to prevent approval of the plan of conversion by the federal
savings and loan insurance corporation. Such rules and regulations shall
require the approval of the plan of conversion by the commissioner, by the
federal savings and loan insurance corporation, by a majority of the board
of directors of the association and by at least the majority vote of the
members of the association at an annual or special meeting of the members.
(2) Upon a finding by the commissioner that the conversion to the guarantee
stock form of organization has been completed in accordance with the
requirements of this subsection and of the rules and regulations, the
commissioner shall issue to the association a certificate of approval of
the conversion, attaching to such certificate a copy of the association's
amended articles of incorporation. A signed copy of such certificate shall
be filed by the commissioner with the secretary of state and all amendments
to the association's articles of incorporation made pursuant to the plan of
conversion shall thereupon be effective. Amendments to the association's
bylaws to conform to operation as a guarantee stock association shall be
submitted 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 and
all property of the converted association, including its rights, titles
and interests in and to all property of whatever kind, whether real, personal
or mixed, things in action and every right, privilege, interest and asset
of any conceivable value or benefit then existing, or pertaining to it,
or which would inure to it, immediately, by operation of law and without
any conveyance or transfer and without any further act or deed, shall vest
in and remain the property of such converted association, and the same shall
have, hold and enjoy the same in its own right as fully and to the same
extent as the same were possessed, held and enjoyed by the converting association,
and such converted association, upon issuance of the certificate of such
conversion, shall continue to have and succeed to all the rights, obligations
and relations of the converting association. All pending actions and other
judicial proceedings to which the converting association is a party shall
not be abated or discontinued by reason of such conversion, but may be prosecuted
to final judgment, order or decree in the same manner as if such conversion
had not been made. Any judgment, order or decree may be rendered for or
against it which might have been rendered for or against the converting
association theretofore involved in the proceedings.
History: L. 1955, ch. 141, § 7; L. 1986, ch. 93, § 2; July 1.
17-5425.Same; associations authorized to operate with guarantee stock;
requirements.
(a) New associations. Any association incorporated under the savings
and loan code, and acts amendatory thereof or supplemental thereto, after
this act takes effect may, upon complying with the requirements of the
savings 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 guarantee
stock may convert to and become an association authorized to issue guarantee
stock upon compliance with the provisions of this subsection:
(1) The commissioner may adopt rules and regulations establishing the
rules, general requirements, required provisions in a plan of conversion,
optional provisions in a plan of conversion, notices and procedures to
accomplish
a conversion to the guarantee stock form of organization. The commissioner
may adopt the rules and regulations of the federal savings and loan insurance
corporation governing the conversion of mutual insured associations to capital
stock insured associations, in whole or in part, but no rules and regulations
of the commissioner shall contain any requirement or provision the effect
of which is to prevent approval of the plan of conversion by the federal
savings and loan insurance corporation. Such rules and regulations shall
require the approval of the plan of conversion by the commissioner, by the
federal savings and loan insurance corporation, by a majority of the board
of directors of the association and by at least the majority vote of the
members of the association at an annual or special meeting of the members.
(2) Upon a finding by the commissioner that the conversion to the guarantee
stock form of organization has been completed in accordance with the
requirements of this subsection and of the rules and regulations, the
commissioner shall issue to the association a certificate of approval of
the conversion, attaching to such certificate a copy of the association's
amended articles of incorporation. A signed copy of such certificate shall
be filed by the commissioner with the secretary of state and all amendments
to the association's articles of incorporation made pursuant to the plan of
conversion shall thereupon be effective. Amendments to the association's
bylaws to conform to operation as a guarantee stock association shall be
submitted 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 and
all property of the converted association, including its rights, titles
and interests in and to all property of whatever kind, whether real, personal
or mixed, things in action and every right, privilege, interest and asset
of any conceivable value or benefit then existing, or pertaining to it,
or which would inure to it, immediately, by operation of law and without
any conveyance or transfer and without any further act or deed, shall vest
in and remain the property of such converted association, and the same shall
have, hold and enjoy the same in its own right as fully and to the same
extent as the same were possessed, held and enjoyed by the converting association,
and such converted association, upon issuance of the certificate of such
conversion, shall continue to have and succeed to all the rights, obligations
and relations of the converting association. All pending actions and other
judicial proceedings to which the converting association is a party shall
not be abated or discontinued by reason of such conversion, but may be prosecuted
to final judgment, order or decree in the same manner as if such conversion
had not been made. Any judgment, order or decree may be rendered for or
against it which might have been rendered for or against the converting
association theretofore involved in the proceedings.
History: L. 1955, ch. 141, § 7; L. 1986, ch. 93, § 2; July 1.
17-5425.Same; associations authorized to operate with guarantee stock;
requirements.
(a) New associations. Any association incorporated under the savings
and loan code, and acts amendatory thereof or supplemental thereto, after
this act takes effect may, upon complying with the requirements of the
savings 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 guarantee
stock may convert to and become an association authorized to issue guarantee
stock upon compliance with the provisions of this subsection:
(1) The commissioner may adopt rules and regulations establishing the
rules, general requirements, required provisions in a plan of conversion,
optional provisions in a plan of conversion, notices and procedures to
accomplish
a conversion to the guarantee stock form of organization. The commissioner
may adopt the rules and regulations of the federal savings and loan insurance
corporation governing the conversion of mutual insured associations to capital
stock insured associations, in whole or in part, but no rules and regulations
of the commissioner shall contain any requirement or provision the effect
of which is to prevent approval of the plan of conversion by the federal
savings and loan insurance corporation. Such rules and regulations shall
require the approval of the plan of conversion by the commissioner, by the
federal savings and loan insurance corporation, by a majority of the board
of directors of the association and by at least the majority vote of the
members of the association at an annual or special meeting of the members.
(2) Upon a finding by the commissioner that the conversion to the guarantee
stock form of organization has been completed in accordance with the
requirements of this subsection and of the rules and regulations, the
commissioner shall issue to the association a certificate of approval of
the conversion, attaching to such certificate a copy of the association's
amended articles of incorporation. A signed copy of such certificate shall
be filed by the commissioner with the secretary of state and all amendments
to the association's articles of incorporation made pursuant to the plan of
conversion shall thereupon be effective. Amendments to the association's
bylaws to conform to operation as a guarantee stock association shall be
submitted 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 and
all property of the converted association, including its rights, titles
and interests in and to all property of whatever kind, whether real, personal
or mixed, things in action and every right, privilege, interest and asset
of any conceivable value or benefit then existing, or pertaining to it,
or which would inure to it, immediately, by operation of law and without
any conveyance or transfer and without any further act or deed, shall vest
in and remain the property of such converted association, and the same shall
have, hold and enjoy the same in its own right as fully and to the same
extent as the same were possessed, held and enjoyed by the converting association,
and such converted association, upon issuance of the certificate of such
conversion, shall continue to have and succeed to all the rights, obligations
and relations of the converting association. All pending actions and other
judicial proceedings to which the converting association is a party shall
not be abated or discontinued by reason of such conversion, but may be prosecuted
to final judgment, order or decree in the same manner as if such conversion
had not been made. Any judgment, order or decree may be rendered for or
against it which might have been rendered for or against the converting
association theretofore involved in the proceedings.
History: L. 1955, ch. 141, § 7; L. 1986, ch. 93, § 2; July 1.