369.714. 1. Any association or federal association may be convertedinto a savings bank pursuant to the laws of the state of Missouri. Suchsavings bank shall be located in the city or town in which the convertingassociation or federal association is located. Such association may,alone, or with one or more other associations or federal associations, beconsolidated or merged with one or more savings banks under the charter ofa savings bank, upon compliance with applicable federal laws and uponobtaining the approval of the director.
2. Upon a majority of the board of directors of a federal associationcertifying to the director that federal law relating to the conversion,consolidation or merger has been complied with, the majority of the boardmay complete the conversion, consolidation or merger on the part of thefederal association. The rights, if any, of the dissenting shareholders ormembers of the federal association shall be determined pursuant to federallaw.
3. In the case of conversion, the majority of the board of directorsof the association or federal association shall proceed as is provided bylaw for other individuals in incorporating a savings bank pursuant to thelaws of this state except that the articles of agreement:
(1) May provide that instead of the capital stock having been paid upin money it is to be paid up in assets of the converting association orfederal association, the net value of which is equal to at least the fullamount of the capital of the proposed resulting savings bank;
(2) Shall provide that the proposed resulting savings bank is andshall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingassociation or federal association although as to rights, powers and dutiesthe proposed resulting institution is a savings bank incorporated pursuantto the laws of the state of Missouri;
(3) Shall set out the names and addresses of all persons who are tobe officers of the proposed savings bank; and
(4) In case the converting association is a mutual association, mayprovide that the resulting savings bank is a mutual association and isowned by the account holders.
4. If the director, as the result of an examination and investigationmade of the converting association or federal association by the director,the director's deputies or the director's examiners, is satisfied that suchassets are of such value and that the character, responsibility and generalfitness of the persons named in the articles of agreement are such as tocommand confidence and warrant belief that the business of the proposedcorporation will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to savings banks,the director shall grant the charter. If the director is not satisfied asto either or both matters, the director shall immediately give noticethereof to the majority of the board of directors of the convertingassociation or federal association who shall have the same right of appealas is provided by the laws of this state in the case of the proposedincorporators of a new savings bank.
5. Upon the approval of the particular conversion being granted thedirector shall execute and deliver to the majority of the board ofdirectors of the converting association or federal association thedirector's certificate setting forth that the savings bank named in thecertificate has been duly organized and is the institution resulting fromthe conversion of the association or federal association into the resultingsavings bank, and that the resulting savings bank is and shall beconsidered the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting association or federalassociation. The certificate shall be recorded in the office of therecorder of deeds of the county or city in which the resulting savings bankis located and the recorded certificate, or certified copies of suchcertificate, shall be accepted in all courts of this state as evidence ofthe conversion of the association or federal association into the resultingsavings bank and that the resulting savings bank is the same business andcorporate entity as, and a continuation of the corporate entity andidentity of, the converting association or federal association.
6. When the director of finance has given the director's certificateas provided in subsection 5 of this section:
(1) The resulting savings bank and all its stockholders or members,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as in the case of such an institution had it originally organizedas a savings bank pursuant to the laws of this state; and
(2) All the rights, franchises and interests of the convertingassociation or federal association in and to every species of property,real, personal and mixed, and choses in action belonging to suchassociation shall be deemed to be transferred to and vested in theresulting savings bank without any deed or other transfer.
7. In the case of consolidation or merger the same shall beconsummated by each federal association complying with federal lawsrelating to such federal association and also by each association orfederal association and each savings bank complying with the provisions ofthe laws of this state relating to the consolidation or merger of banks.The rights of dissenting shareholders of each federal association shall bedetermined pursuant to the laws of this state or the United States, asapplicable, and the rights of the dissenting shareholders of each savingsbank shall be determined as provided by the laws of this state in the caseof consolidation or merger of banks. In the case of the consolidation ormerger the resulting savings bank shall be and shall be considered the samebusiness and corporate entity as, and a continuation of the corporateentity and identity of, each association or federal association and eachsavings bank which is a party to the consolidation or merger. Theprovisions of sections 362.610 to 362.810, RSMo, shall apply in the case ofany such consolidation or merger even though one or more of the parties isan association or federal association or a savings bank instead of a bankas though each party to the consolidation or merger was a bank incorporatedpursuant to the laws of the state of Missouri.
369.714. 1. Any association or federal association may be convertedinto a savings bank pursuant to the laws of the state of Missouri. Suchsavings bank shall be located in the city or town in which the convertingassociation or federal association is located. Such association may,alone, or with one or more other associations or federal associations, beconsolidated or merged with one or more savings banks under the charter ofa savings bank, upon compliance with applicable federal laws and uponobtaining the approval of the director.
2. Upon a majority of the board of directors of a federal associationcertifying to the director that federal law relating to the conversion,consolidation or merger has been complied with, the majority of the boardmay complete the conversion, consolidation or merger on the part of thefederal association. The rights, if any, of the dissenting shareholders ormembers of the federal association shall be determined pursuant to federallaw.
3. In the case of conversion, the majority of the board of directorsof the association or federal association shall proceed as is provided bylaw for other individuals in incorporating a savings bank pursuant to thelaws of this state except that the articles of agreement:
(1) May provide that instead of the capital stock having been paid upin money it is to be paid up in assets of the converting association orfederal association, the net value of which is equal to at least the fullamount of the capital of the proposed resulting savings bank;
(2) Shall provide that the proposed resulting savings bank is andshall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingassociation or federal association although as to rights, powers and dutiesthe proposed resulting institution is a savings bank incorporated pursuantto the laws of the state of Missouri;
(3) Shall set out the names and addresses of all persons who are tobe officers of the proposed savings bank; and
(4) In case the converting association is a mutual association, mayprovide that the resulting savings bank is a mutual association and isowned by the account holders.
4. If the director, as the result of an examination and investigationmade of the converting association or federal association by the director,the director's deputies or the director's examiners, is satisfied that suchassets are of such value and that the character, responsibility and generalfitness of the persons named in the articles of agreement are such as tocommand confidence and warrant belief that the business of the proposedcorporation will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to savings banks,the director shall grant the charter. If the director is not satisfied asto either or both matters, the director shall immediately give noticethereof to the majority of the board of directors of the convertingassociation or federal association who shall have the same right of appealas is provided by the laws of this state in the case of the proposedincorporators of a new savings bank.
5. Upon the approval of the particular conversion being granted thedirector shall execute and deliver to the majority of the board ofdirectors of the converting association or federal association thedirector's certificate setting forth that the savings bank named in thecertificate has been duly organized and is the institution resulting fromthe conversion of the association or federal association into the resultingsavings bank, and that the resulting savings bank is and shall beconsidered the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting association or federalassociation. The certificate shall be recorded in the office of therecorder of deeds of the county or city in which the resulting savings bankis located and the recorded certificate, or certified copies of suchcertificate, shall be accepted in all courts of this state as evidence ofthe conversion of the association or federal association into the resultingsavings bank and that the resulting savings bank is the same business andcorporate entity as, and a continuation of the corporate entity andidentity of, the converting association or federal association.
6. When the director of finance has given the director's certificateas provided in subsection 5 of this section:
(1) The resulting savings bank and all its stockholders or members,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as in the case of such an institution had it originally organizedas a savings bank pursuant to the laws of this state; and
(2) All the rights, franchises and interests of the convertingassociation or federal association in and to every species of property,real, personal and mixed, and choses in action belonging to suchassociation shall be deemed to be transferred to and vested in theresulting savings bank without any deed or other transfer.
7. In the case of consolidation or merger the same shall beconsummated by each federal association complying with federal lawsrelating to such federal association and also by each association orfederal association and each savings bank complying with the provisions ofthe laws of this state relating to the consolidation or merger of banks.The rights of dissenting shareholders of each federal association shall bedetermined pursuant to the laws of this state or the United States, asapplicable, and the rights of the dissenting shareholders of each savingsbank shall be determined as provided by the laws of this state in the caseof consolidation or merger of banks. In the case of the consolidation ormerger the resulting savings bank shall be and shall be considered the samebusiness and corporate entity as, and a continuation of the corporateentity and identity of, each association or federal association and eachsavings bank which is a party to the consolidation or merger. Theprovisions of sections 362.610 to 362.810, RSMo, shall apply in the case ofany such consolidation or merger even though one or more of the parties isan association or federal association or a savings bank instead of a bankas though each party to the consolidation or merger was a bank incorporatedpursuant to the laws of the state of Missouri.
369.714. 1. Any association or federal association may be convertedinto a savings bank pursuant to the laws of the state of Missouri. Suchsavings bank shall be located in the city or town in which the convertingassociation or federal association is located. Such association may,alone, or with one or more other associations or federal associations, beconsolidated or merged with one or more savings banks under the charter ofa savings bank, upon compliance with applicable federal laws and uponobtaining the approval of the director.
2. Upon a majority of the board of directors of a federal associationcertifying to the director that federal law relating to the conversion,consolidation or merger has been complied with, the majority of the boardmay complete the conversion, consolidation or merger on the part of thefederal association. The rights, if any, of the dissenting shareholders ormembers of the federal association shall be determined pursuant to federallaw.
3. In the case of conversion, the majority of the board of directorsof the association or federal association shall proceed as is provided bylaw for other individuals in incorporating a savings bank pursuant to thelaws of this state except that the articles of agreement:
(1) May provide that instead of the capital stock having been paid upin money it is to be paid up in assets of the converting association orfederal association, the net value of which is equal to at least the fullamount of the capital of the proposed resulting savings bank;
(2) Shall provide that the proposed resulting savings bank is andshall be considered the same business and corporate entity as, and acontinuation of the corporate entity and identity of, the convertingassociation or federal association although as to rights, powers and dutiesthe proposed resulting institution is a savings bank incorporated pursuantto the laws of the state of Missouri;
(3) Shall set out the names and addresses of all persons who are tobe officers of the proposed savings bank; and
(4) In case the converting association is a mutual association, mayprovide that the resulting savings bank is a mutual association and isowned by the account holders.
4. If the director, as the result of an examination and investigationmade of the converting association or federal association by the director,the director's deputies or the director's examiners, is satisfied that suchassets are of such value and that the character, responsibility and generalfitness of the persons named in the articles of agreement are such as tocommand confidence and warrant belief that the business of the proposedcorporation will be honestly and efficiently conducted in accordance withthe purpose and intent of the laws of this state relative to savings banks,the director shall grant the charter. If the director is not satisfied asto either or both matters, the director shall immediately give noticethereof to the majority of the board of directors of the convertingassociation or federal association who shall have the same right of appealas is provided by the laws of this state in the case of the proposedincorporators of a new savings bank.
5. Upon the approval of the particular conversion being granted thedirector shall execute and deliver to the majority of the board ofdirectors of the converting association or federal association thedirector's certificate setting forth that the savings bank named in thecertificate has been duly organized and is the institution resulting fromthe conversion of the association or federal association into the resultingsavings bank, and that the resulting savings bank is and shall beconsidered the same business and corporate entity as, and a continuation ofthe corporate entity and identity of, the converting association or federalassociation. The certificate shall be recorded in the office of therecorder of deeds of the county or city in which the resulting savings bankis located and the recorded certificate, or certified copies of suchcertificate, shall be accepted in all courts of this state as evidence ofthe conversion of the association or federal association into the resultingsavings bank and that the resulting savings bank is the same business andcorporate entity as, and a continuation of the corporate entity andidentity of, the converting association or federal association.
6. When the director of finance has given the director's certificateas provided in subsection 5 of this section:
(1) The resulting savings bank and all its stockholders or members,directors, officers, and employees shall have the same powers andprivileges and be subject to the same duties and liabilities in allrespects as in the case of such an institution had it originally organizedas a savings bank pursuant to the laws of this state; and
(2) All the rights, franchises and interests of the convertingassociation or federal association in and to every species of property,real, personal and mixed, and choses in action belonging to suchassociation shall be deemed to be transferred to and vested in theresulting savings bank without any deed or other transfer.
7. In the case of consolidation or merger the same shall beconsummated by each federal association complying with federal lawsrelating to such federal association and also by each association orfederal association and each savings bank complying with the provisions ofthe laws of this state relating to the consolidation or merger of banks.The rights of dissenting shareholders of each federal association shall bedetermined pursuant to the laws of this state or the United States, asapplicable, and the rights of the dissenting shareholders of each savingsbank shall be determined as provided by the laws of this state in the caseof consolidation or merger of banks. In the case of the consolidation ormerger the resulting savings bank shall be and shall be considered the samebusiness and corporate entity as, and a continuation of the corporateentity and identity of, each association or federal association and eachsavings bank which is a party to the consolidation or merger. Theprovisions of sections 362.610 to 362.810, RSMo, shall apply in the case ofany such consolidation or merger even though one or more of the parties isan association or federal association or a savings bank instead of a bankas though each party to the consolidation or merger was a bank incorporatedpursuant to the laws of the state of Missouri.
