State Codes and Statutes

Statutes > Utah > Title-07 > Chapter-07 > 7-7-7

7-7-7. Conversion of associations.
(1) Any state or federal mutual association and any federal capital stock association mayconvert to a state capital stock association, and any state or federal capital stock association andany federal mutual association may convert to a state mutual association upon an equitable basissubject to the laws and rules governing the converting association, the approval of thecommissioner, the approval of the members or stockholders of the converting association, andany rules adopted by the commissioner under this subsection.
(a) Upon receipt of the approval of a proposed conversion from the commissioner, aconverting association may, under the supervision of the supervisor, carry out the plan ofconversion. A record of all acts and proceedings taken by the board of directors of theconverting association in carrying out the proposed conversion shall be filed with the supervisor.
(b) Upon the issuance to an applicant of a certificate of conversion, the corporateexistence of the converting applicant does not terminate, but the applicant shall be a continuationof the entity so converted. All property of the converting applicant, including its rights, titles,and interests in and to all property of whatever kind, whether real, personal, or mixed, things inaction, and every right, privilege, interest and asset of any conceivable value or benefit thenexisting, or pertaining to it, or which would inure to it, immediately, by operation of law andwithout any conveyance or transfer and without any further act or deed, shall vest in and remainthe property of the converted applicant, and the same shall have, hold, and enjoy that property inits own right as fully and to the same extent as that property was possessed, held, and enjoyed bythe converting applicant before the conversion, and the converted applicant, upon issuance of thecertificate of the conversion, shall continue to have and succeed to all the rights, obligations, andrelations of the converting applicant. Pending actions and other judicial proceedings to which theconverting applicant is a party are not abated or discontinued by reason of the conversion, butmay be prosecuted to final judgment, order, or decree in the same manner as if conversion hadnot occurred, and the converted applicant may continue the actions in its new corporate name. Any judgment, order, or decree may be rendered for or against it which might have been renderedfor or against the converting applicant involved before the conversion in the proceedings.
(c) A conversion carried out under this Subsection (1) is effective on the date that allprovisions of this chapter and the rules adopted under it have been complied with and acertificate of conversion has been issued by the commissioner.
(d) In adopting rules or issuing orders in connection with the conversion of anassociation, the commissioner shall ensure that:
(i) accurate and adequate disclosure of the terms and effects of plans of conversion areprovided to purchasers of capital stock in resulting associations, including account holders ofconverting mutual associations;
(ii) adjustments are made in plans of conversion to be effected by way of merger orholding company acquisition necessary or appropriate to accomplish the purposes of this section;
(iii) plans of conversion and proxy statements, offering circulars and related instrumentsand actions implementing those plans are subject to review and approval by the appropriatesupervisory authorities;
(iv) the capital stock issued as a part of conversion is fairly and independently valued andpriced;
(v) the capital stock is allocated and distributed fairly and without employment ofmanipulative or deceptive devices;

(vi) appropriate provision is made regarding fractional share interest and minimumcapital stock purchase requirements; and
(vii) plans of conversion are adopted and implemented in such form and manner thatstability and continuity of management are encouraged and that the stability, safety, andsoundness of associations and other financial institutions are not impaired. In no event shall anyrule or order issued by the commissioner regarding the conversion of an association make it moredifficult for an association subject to those rules or orders to implement conversion than for anassociation subject only to federal laws and regulations.
(e) A conversion proposed by a domestic association shall, after approval by thecommissioner, be submitted to the members or stockholders at an annual meeting or at a specialmeeting called to consider that action. The conversion shall have the approval of a majority ofthe total votes eligible to be cast by members or stockholders at the meeting. Notice shall begiven of any meeting at which a conversion is to be considered. The notice shall expressly statethat a proposed conversion will be submitted for approval or disapproval, include a full andaccurate description of the plan of conversion and all other matters to be brought before themeeting, state that a proxy for the meeting given previously is revocable, and state the time, date,and place of the meeting. The notice shall be mailed at least 20 days prior to the date of themeeting to each voting member or stockholder of the converting association addressed to hisaddress shown on the records of the association and to the supervisor or commissioner.
(f) If the commissioner finds that a conversion proceeding has been completed inaccordance with the requirements of this section and any other applicable law and rules, he shallissue to the applicant a certificate of conversion, attaching as a part of the certificate a copy of thecharter, articles of incorporation, articles of association, or similar instrument. Thecommissioner shall also cause the same to be filed with the Division of Corporations andCommercial Code.
(2) Any state mutual or state capital stock association eligible under federal law orregulations to become a federal association may convert to a federal association by following theprocedure outlined in this Subsection (2).
(a) At any regular meeting or at any special meeting of the members or stockholders ofthe association called to consider the action and held in accordance with the laws governing theassociation, the members or stockholders by majority vote of those present or voting by proxymay declare by resolution the determination to convert the association into a federal association.
(b) A copy of the minutes of the meeting of the members or shareholders verified by theaffidavit of the president or vice president and the secretary of the meeting shall be, within 10days after the meeting, filed with the commissioner. This verified copy of the minutes of themeeting, when so filed, shall be presumptive evidence of the holding of the meeting and of theaction there taken by the members or stockholders.
(c) Within a reasonable time and without any unnecessary delay after the adjournment ofthe meeting of shareholders, the association shall take such action as may be necessary underrequirements of the Office of Thrift Supervision or other federal agency to make it a federalassociation, and within 10 days after receipt of the federal charter there shall be filed with thecommissioner a copy of the charter or a certificate showing the organization of the association asa federal association, certified by or on behalf of the Office of Thrift Supervision or other federalagency. Upon the filing of these instruments the association shall cease to be a state associationand shall thereafter be a federal association.

(d) Upon completion of a conversion to a federal association, the corporate existence ofthe converting association does not terminate, but the association shall be a continuation of theentity so converted. All property of the converting association, including its rights, titles, andinterests in and to all property of whatever kind, whether real, personal, or mixed, things inaction, and every right, privilege, interest, and asset of any conceivable value or benefit thenexisting, or pertaining to it, or which would inure to it, immediately, by operation of law andwithout any conveyance or transfer and without any further act or deed, shall vest in and remainthe property of the converted association, and the same shall have, hold, and enjoy that propertyin its own right as fully and to the same extent as that property was possessed, held, and enjoyedby the converting association, and the converted association shall continue to have and succeedto all the rights, obligations, and relations of the converting association. All pending actions andother judicial proceedings to which the converting association is a party are not abated ordiscontinued by reason of the conversion, but may be prosecuted to final judgment, order, ordecree in the same manner as if the conversion had not been made, and the converted associationmay continue the actions in its new corporate name. Any judgment, order, or decree may berendered for or against it which might have been rendered for or against the convertingassociation before the conversion involved in the proceedings.
(e) Upon the completion of a conversion to a federal association, the convertedassociation shall cease to be supervised by the commissioner or by this state except as a federalassociation.

Amended by Chapter 378, 2010 General Session

State Codes and Statutes

Statutes > Utah > Title-07 > Chapter-07 > 7-7-7

7-7-7. Conversion of associations.
(1) Any state or federal mutual association and any federal capital stock association mayconvert to a state capital stock association, and any state or federal capital stock association andany federal mutual association may convert to a state mutual association upon an equitable basissubject to the laws and rules governing the converting association, the approval of thecommissioner, the approval of the members or stockholders of the converting association, andany rules adopted by the commissioner under this subsection.
(a) Upon receipt of the approval of a proposed conversion from the commissioner, aconverting association may, under the supervision of the supervisor, carry out the plan ofconversion. A record of all acts and proceedings taken by the board of directors of theconverting association in carrying out the proposed conversion shall be filed with the supervisor.
(b) Upon the issuance to an applicant of a certificate of conversion, the corporateexistence of the converting applicant does not terminate, but the applicant shall be a continuationof the entity so converted. All property of the converting applicant, including its rights, titles,and interests in and to all property of whatever kind, whether real, personal, or mixed, things inaction, and every right, privilege, interest and asset of any conceivable value or benefit thenexisting, or pertaining to it, or which would inure to it, immediately, by operation of law andwithout any conveyance or transfer and without any further act or deed, shall vest in and remainthe property of the converted applicant, and the same shall have, hold, and enjoy that property inits own right as fully and to the same extent as that property was possessed, held, and enjoyed bythe converting applicant before the conversion, and the converted applicant, upon issuance of thecertificate of the conversion, shall continue to have and succeed to all the rights, obligations, andrelations of the converting applicant. Pending actions and other judicial proceedings to which theconverting applicant is a party are not abated or discontinued by reason of the conversion, butmay be prosecuted to final judgment, order, or decree in the same manner as if conversion hadnot occurred, and the converted applicant may continue the actions in its new corporate name. Any judgment, order, or decree may be rendered for or against it which might have been renderedfor or against the converting applicant involved before the conversion in the proceedings.
(c) A conversion carried out under this Subsection (1) is effective on the date that allprovisions of this chapter and the rules adopted under it have been complied with and acertificate of conversion has been issued by the commissioner.
(d) In adopting rules or issuing orders in connection with the conversion of anassociation, the commissioner shall ensure that:
(i) accurate and adequate disclosure of the terms and effects of plans of conversion areprovided to purchasers of capital stock in resulting associations, including account holders ofconverting mutual associations;
(ii) adjustments are made in plans of conversion to be effected by way of merger orholding company acquisition necessary or appropriate to accomplish the purposes of this section;
(iii) plans of conversion and proxy statements, offering circulars and related instrumentsand actions implementing those plans are subject to review and approval by the appropriatesupervisory authorities;
(iv) the capital stock issued as a part of conversion is fairly and independently valued andpriced;
(v) the capital stock is allocated and distributed fairly and without employment ofmanipulative or deceptive devices;

(vi) appropriate provision is made regarding fractional share interest and minimumcapital stock purchase requirements; and
(vii) plans of conversion are adopted and implemented in such form and manner thatstability and continuity of management are encouraged and that the stability, safety, andsoundness of associations and other financial institutions are not impaired. In no event shall anyrule or order issued by the commissioner regarding the conversion of an association make it moredifficult for an association subject to those rules or orders to implement conversion than for anassociation subject only to federal laws and regulations.
(e) A conversion proposed by a domestic association shall, after approval by thecommissioner, be submitted to the members or stockholders at an annual meeting or at a specialmeeting called to consider that action. The conversion shall have the approval of a majority ofthe total votes eligible to be cast by members or stockholders at the meeting. Notice shall begiven of any meeting at which a conversion is to be considered. The notice shall expressly statethat a proposed conversion will be submitted for approval or disapproval, include a full andaccurate description of the plan of conversion and all other matters to be brought before themeeting, state that a proxy for the meeting given previously is revocable, and state the time, date,and place of the meeting. The notice shall be mailed at least 20 days prior to the date of themeeting to each voting member or stockholder of the converting association addressed to hisaddress shown on the records of the association and to the supervisor or commissioner.
(f) If the commissioner finds that a conversion proceeding has been completed inaccordance with the requirements of this section and any other applicable law and rules, he shallissue to the applicant a certificate of conversion, attaching as a part of the certificate a copy of thecharter, articles of incorporation, articles of association, or similar instrument. Thecommissioner shall also cause the same to be filed with the Division of Corporations andCommercial Code.
(2) Any state mutual or state capital stock association eligible under federal law orregulations to become a federal association may convert to a federal association by following theprocedure outlined in this Subsection (2).
(a) At any regular meeting or at any special meeting of the members or stockholders ofthe association called to consider the action and held in accordance with the laws governing theassociation, the members or stockholders by majority vote of those present or voting by proxymay declare by resolution the determination to convert the association into a federal association.
(b) A copy of the minutes of the meeting of the members or shareholders verified by theaffidavit of the president or vice president and the secretary of the meeting shall be, within 10days after the meeting, filed with the commissioner. This verified copy of the minutes of themeeting, when so filed, shall be presumptive evidence of the holding of the meeting and of theaction there taken by the members or stockholders.
(c) Within a reasonable time and without any unnecessary delay after the adjournment ofthe meeting of shareholders, the association shall take such action as may be necessary underrequirements of the Office of Thrift Supervision or other federal agency to make it a federalassociation, and within 10 days after receipt of the federal charter there shall be filed with thecommissioner a copy of the charter or a certificate showing the organization of the association asa federal association, certified by or on behalf of the Office of Thrift Supervision or other federalagency. Upon the filing of these instruments the association shall cease to be a state associationand shall thereafter be a federal association.

(d) Upon completion of a conversion to a federal association, the corporate existence ofthe converting association does not terminate, but the association shall be a continuation of theentity so converted. All property of the converting association, including its rights, titles, andinterests in and to all property of whatever kind, whether real, personal, or mixed, things inaction, and every right, privilege, interest, and asset of any conceivable value or benefit thenexisting, or pertaining to it, or which would inure to it, immediately, by operation of law andwithout any conveyance or transfer and without any further act or deed, shall vest in and remainthe property of the converted association, and the same shall have, hold, and enjoy that propertyin its own right as fully and to the same extent as that property was possessed, held, and enjoyedby the converting association, and the converted association shall continue to have and succeedto all the rights, obligations, and relations of the converting association. All pending actions andother judicial proceedings to which the converting association is a party are not abated ordiscontinued by reason of the conversion, but may be prosecuted to final judgment, order, ordecree in the same manner as if the conversion had not been made, and the converted associationmay continue the actions in its new corporate name. Any judgment, order, or decree may berendered for or against it which might have been rendered for or against the convertingassociation before the conversion involved in the proceedings.
(e) Upon the completion of a conversion to a federal association, the convertedassociation shall cease to be supervised by the commissioner or by this state except as a federalassociation.

Amended by Chapter 378, 2010 General Session


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State Codes and Statutes

Statutes > Utah > Title-07 > Chapter-07 > 7-7-7

7-7-7. Conversion of associations.
(1) Any state or federal mutual association and any federal capital stock association mayconvert to a state capital stock association, and any state or federal capital stock association andany federal mutual association may convert to a state mutual association upon an equitable basissubject to the laws and rules governing the converting association, the approval of thecommissioner, the approval of the members or stockholders of the converting association, andany rules adopted by the commissioner under this subsection.
(a) Upon receipt of the approval of a proposed conversion from the commissioner, aconverting association may, under the supervision of the supervisor, carry out the plan ofconversion. A record of all acts and proceedings taken by the board of directors of theconverting association in carrying out the proposed conversion shall be filed with the supervisor.
(b) Upon the issuance to an applicant of a certificate of conversion, the corporateexistence of the converting applicant does not terminate, but the applicant shall be a continuationof the entity so converted. All property of the converting applicant, including its rights, titles,and interests in and to all property of whatever kind, whether real, personal, or mixed, things inaction, and every right, privilege, interest and asset of any conceivable value or benefit thenexisting, or pertaining to it, or which would inure to it, immediately, by operation of law andwithout any conveyance or transfer and without any further act or deed, shall vest in and remainthe property of the converted applicant, and the same shall have, hold, and enjoy that property inits own right as fully and to the same extent as that property was possessed, held, and enjoyed bythe converting applicant before the conversion, and the converted applicant, upon issuance of thecertificate of the conversion, shall continue to have and succeed to all the rights, obligations, andrelations of the converting applicant. Pending actions and other judicial proceedings to which theconverting applicant is a party are not abated or discontinued by reason of the conversion, butmay be prosecuted to final judgment, order, or decree in the same manner as if conversion hadnot occurred, and the converted applicant may continue the actions in its new corporate name. Any judgment, order, or decree may be rendered for or against it which might have been renderedfor or against the converting applicant involved before the conversion in the proceedings.
(c) A conversion carried out under this Subsection (1) is effective on the date that allprovisions of this chapter and the rules adopted under it have been complied with and acertificate of conversion has been issued by the commissioner.
(d) In adopting rules or issuing orders in connection with the conversion of anassociation, the commissioner shall ensure that:
(i) accurate and adequate disclosure of the terms and effects of plans of conversion areprovided to purchasers of capital stock in resulting associations, including account holders ofconverting mutual associations;
(ii) adjustments are made in plans of conversion to be effected by way of merger orholding company acquisition necessary or appropriate to accomplish the purposes of this section;
(iii) plans of conversion and proxy statements, offering circulars and related instrumentsand actions implementing those plans are subject to review and approval by the appropriatesupervisory authorities;
(iv) the capital stock issued as a part of conversion is fairly and independently valued andpriced;
(v) the capital stock is allocated and distributed fairly and without employment ofmanipulative or deceptive devices;

(vi) appropriate provision is made regarding fractional share interest and minimumcapital stock purchase requirements; and
(vii) plans of conversion are adopted and implemented in such form and manner thatstability and continuity of management are encouraged and that the stability, safety, andsoundness of associations and other financial institutions are not impaired. In no event shall anyrule or order issued by the commissioner regarding the conversion of an association make it moredifficult for an association subject to those rules or orders to implement conversion than for anassociation subject only to federal laws and regulations.
(e) A conversion proposed by a domestic association shall, after approval by thecommissioner, be submitted to the members or stockholders at an annual meeting or at a specialmeeting called to consider that action. The conversion shall have the approval of a majority ofthe total votes eligible to be cast by members or stockholders at the meeting. Notice shall begiven of any meeting at which a conversion is to be considered. The notice shall expressly statethat a proposed conversion will be submitted for approval or disapproval, include a full andaccurate description of the plan of conversion and all other matters to be brought before themeeting, state that a proxy for the meeting given previously is revocable, and state the time, date,and place of the meeting. The notice shall be mailed at least 20 days prior to the date of themeeting to each voting member or stockholder of the converting association addressed to hisaddress shown on the records of the association and to the supervisor or commissioner.
(f) If the commissioner finds that a conversion proceeding has been completed inaccordance with the requirements of this section and any other applicable law and rules, he shallissue to the applicant a certificate of conversion, attaching as a part of the certificate a copy of thecharter, articles of incorporation, articles of association, or similar instrument. Thecommissioner shall also cause the same to be filed with the Division of Corporations andCommercial Code.
(2) Any state mutual or state capital stock association eligible under federal law orregulations to become a federal association may convert to a federal association by following theprocedure outlined in this Subsection (2).
(a) At any regular meeting or at any special meeting of the members or stockholders ofthe association called to consider the action and held in accordance with the laws governing theassociation, the members or stockholders by majority vote of those present or voting by proxymay declare by resolution the determination to convert the association into a federal association.
(b) A copy of the minutes of the meeting of the members or shareholders verified by theaffidavit of the president or vice president and the secretary of the meeting shall be, within 10days after the meeting, filed with the commissioner. This verified copy of the minutes of themeeting, when so filed, shall be presumptive evidence of the holding of the meeting and of theaction there taken by the members or stockholders.
(c) Within a reasonable time and without any unnecessary delay after the adjournment ofthe meeting of shareholders, the association shall take such action as may be necessary underrequirements of the Office of Thrift Supervision or other federal agency to make it a federalassociation, and within 10 days after receipt of the federal charter there shall be filed with thecommissioner a copy of the charter or a certificate showing the organization of the association asa federal association, certified by or on behalf of the Office of Thrift Supervision or other federalagency. Upon the filing of these instruments the association shall cease to be a state associationand shall thereafter be a federal association.

(d) Upon completion of a conversion to a federal association, the corporate existence ofthe converting association does not terminate, but the association shall be a continuation of theentity so converted. All property of the converting association, including its rights, titles, andinterests in and to all property of whatever kind, whether real, personal, or mixed, things inaction, and every right, privilege, interest, and asset of any conceivable value or benefit thenexisting, or pertaining to it, or which would inure to it, immediately, by operation of law andwithout any conveyance or transfer and without any further act or deed, shall vest in and remainthe property of the converted association, and the same shall have, hold, and enjoy that propertyin its own right as fully and to the same extent as that property was possessed, held, and enjoyedby the converting association, and the converted association shall continue to have and succeedto all the rights, obligations, and relations of the converting association. All pending actions andother judicial proceedings to which the converting association is a party are not abated ordiscontinued by reason of the conversion, but may be prosecuted to final judgment, order, ordecree in the same manner as if the conversion had not been made, and the converted associationmay continue the actions in its new corporate name. Any judgment, order, or decree may berendered for or against it which might have been rendered for or against the convertingassociation before the conversion involved in the proceedings.
(e) Upon the completion of a conversion to a federal association, the convertedassociation shall cease to be supervised by the commissioner or by this state except as a federalassociation.

Amended by Chapter 378, 2010 General Session


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