§ 6.1-225.30:1. (Repealed effective October 1, 2010) Conversion to a statemutual savings institution.
A. A state credit union is authorized to convert to a mutual savingsinstitution organized under Chapter 3.01 (§ 6.1-194.1 et seq.) of this title.
B. As a condition to converting to a mutual savings institution, a creditunion shall comply with the following requirements:
1. At least 60 days prior to a final vote by the board of directors toformally adopt a conversion proposal, the credit union shall send notice tothe Commissioner and each member advising that the board is considering apossible conversion to a mutual savings institution. Such notice also shallbe (i) published concurrently in a newspaper of general circulation in thecredit union's service area; (ii) posted on the credit union's website; and(iii) posted in a conspicuous place in the lobby of each of the creditunion's offices. The notice shall, at a minimum, contain the followinginformation:
a. A prominent legend in bold-face type that advises the members of apotential conversion;
b. The electronic availability of information related to a potentialconversion;
c. A telephone number and e-mail address that members may use to requestcopies of the potential conversion information that is available byelectronic means;
d. The ability of members to submit written comments on the potentialconversion; and
e. A clear, concise, and impartial description of the potential conversion tobe considered by the board.
2. The credit union shall post information related to a potential conversionon the credit union's principal Internet web site at least 60 days prior to avote by the board of directors to adopt a proposal of conversion. The postedinformation shall, at a minimum, discuss:
a. The business purposes that might be accomplished by a conversion;
b. The differences between and similarities of a credit union and a mutualsavings institution;
c. An estimate of the anticipated conversion expenses;
d. The methods by which a member may request a copy of the posted information;
e. The method and timeline for members to submit written comments on thepotential conversion; and
f. The process that will be followed if the board formally adopts aconversion proposal.
3. The board shall provide members a reasonable opportunity to submit writtencomments relating to a potential conversion. The board may hold a specialmeeting to receive member input regarding the potential conversion. It iswithin the board's discretion to determine the type, number, duration, andlocation of any special meeting. Before taking a final vote on a conversionproposal, the board shall review and consider all written comments and anyother member input received at any special meeting. The conversion resolutionshall state that the board has reviewed and considered all such comments andinput and has determined affirmatively that the conversion is in the bestinterests of the members.
4. Subsequent to the written comment period, the credit union shall adopt, bythe affirmative vote of at least a majority of the members of its board ofdirectors, a conversion proposal consistent with this section. The creditunion shall notify the Commissioner of the board's approval of the proposal,and shall file an application in accordance with § 6.1-194.12 or 6.1-194.114and pay the accompanying fee in accordance with § 6.1-194.85 or 6.1-194.149.In addition, the credit union shall send to the Commissioner as soon asreasonably practical (i) a budget of the anticipated conversion expensesincluding legal, postage and mailing, advertising, printing, consulting fees,examination and operating fees, and any overtime or other employeecompensation to be paid exclusively as a result of the conversion and (ii)any other information reasonably requested by the Commissioner.
5. At least 30 days prior to a vote by the members to formally adopt theconversion proposal, the credit union shall mail to each member a notice of ameeting of the members to consider the conversion proposal, advising themembers of the board's adoption of the conversion proposal. The notice mustinclude a prominent statement that the conversion will be decided by a voteof members eligible to vote on the proposal under the credit union's bylawsand that the affirmative votes of two-thirds of those eligible members votingare required for approval unless the articles of incorporation require agreater or lesser vote in which case the notice shall specify thatpercentage. However, in no case shall the percentage vote be less than amajority of the members voting notwithstanding what is specified in thearticles of incorporation. The notice shall clearly inform the members thatthey may vote at the members' meeting on the proposal or submit the writtenballot included with the notice. Each eligible member is entitled to onevote. With the notice, members shall be provided plain language disclosuresof material facts and information to be used as a basis for reaching aninformed decision to vote on the conversion, including but not limited to asummary of all information required by subdivision B 2. The disclosures shallbe submitted to the Commissioner. The Commissioner may suggest changes in thedisclosures prior to the documents being mailed to members.
6. A director, officer, committee member, agent, or senior managementemployee of the credit union, and immediate family members of any suchindividuals, shall not, directly or indirectly, receive a fee, commission, orother consideration, other than that person's usual salary or compensation,for aiding, promoting, or assisting in a conversion under this section. Aviolation of this subdivision shall constitute a prima facie violation ofsubsection A of § 13.1-870.
7. The corporate existence of a credit union converting under this sectionshall continue in its successor. Each member shall be entitled to receive ashare or deposit account or accounts in the converted institution equal inamount to the value of accounts held in the former credit union subject toany lien or right of offset held by the credit union.
8. The Commission shall approve the conversion if all of the conditionsrequired by this section and § 6.1-194.12 have been met, unless theCommission determines that, because of a concern over the safety andsoundness of the credit union, the conversion is not in the best interest ofthe credit union or its members.
9. The eligible and voting members of the credit union must approve theconversion proposal by a two-thirds affirmative vote of those voting, or suchgreater or lesser vote provided for under the articles of incorporation, butin no event less than a majority of the members voting notwithstanding whatthe articles of incorporation may specify. Such vote shall be by secretballot and shall be conducted by an independent entity, which may be suchcredit union's legal or accounting firm.
10. Following approval of the conversion by the members, the conversion shallbecome effective when (i) the Commission shall have approved it and (ii) anyamendment of the articles of incorporation of the credit union necessary toeffect the conversion shall have become effective.
C. If any requirements for notice, meetings, voting or other requirements inthis section are inconsistent with the Virginia Nonstock Corporation Act (§13.1-800 et seq.), the provisions of this section shall control.
§ 6.1-225.30:1. (Repealed effective October 1, 2010) Conversion to a statemutual savings institution.
A. A state credit union is authorized to convert to a mutual savingsinstitution organized under Chapter 3.01 (§ 6.1-194.1 et seq.) of this title.
B. As a condition to converting to a mutual savings institution, a creditunion shall comply with the following requirements:
1. At least 60 days prior to a final vote by the board of directors toformally adopt a conversion proposal, the credit union shall send notice tothe Commissioner and each member advising that the board is considering apossible conversion to a mutual savings institution. Such notice also shallbe (i) published concurrently in a newspaper of general circulation in thecredit union's service area; (ii) posted on the credit union's website; and(iii) posted in a conspicuous place in the lobby of each of the creditunion's offices. The notice shall, at a minimum, contain the followinginformation:
a. A prominent legend in bold-face type that advises the members of apotential conversion;
b. The electronic availability of information related to a potentialconversion;
c. A telephone number and e-mail address that members may use to requestcopies of the potential conversion information that is available byelectronic means;
d. The ability of members to submit written comments on the potentialconversion; and
e. A clear, concise, and impartial description of the potential conversion tobe considered by the board.
2. The credit union shall post information related to a potential conversionon the credit union's principal Internet web site at least 60 days prior to avote by the board of directors to adopt a proposal of conversion. The postedinformation shall, at a minimum, discuss:
a. The business purposes that might be accomplished by a conversion;
b. The differences between and similarities of a credit union and a mutualsavings institution;
c. An estimate of the anticipated conversion expenses;
d. The methods by which a member may request a copy of the posted information;
e. The method and timeline for members to submit written comments on thepotential conversion; and
f. The process that will be followed if the board formally adopts aconversion proposal.
3. The board shall provide members a reasonable opportunity to submit writtencomments relating to a potential conversion. The board may hold a specialmeeting to receive member input regarding the potential conversion. It iswithin the board's discretion to determine the type, number, duration, andlocation of any special meeting. Before taking a final vote on a conversionproposal, the board shall review and consider all written comments and anyother member input received at any special meeting. The conversion resolutionshall state that the board has reviewed and considered all such comments andinput and has determined affirmatively that the conversion is in the bestinterests of the members.
4. Subsequent to the written comment period, the credit union shall adopt, bythe affirmative vote of at least a majority of the members of its board ofdirectors, a conversion proposal consistent with this section. The creditunion shall notify the Commissioner of the board's approval of the proposal,and shall file an application in accordance with § 6.1-194.12 or 6.1-194.114and pay the accompanying fee in accordance with § 6.1-194.85 or 6.1-194.149.In addition, the credit union shall send to the Commissioner as soon asreasonably practical (i) a budget of the anticipated conversion expensesincluding legal, postage and mailing, advertising, printing, consulting fees,examination and operating fees, and any overtime or other employeecompensation to be paid exclusively as a result of the conversion and (ii)any other information reasonably requested by the Commissioner.
5. At least 30 days prior to a vote by the members to formally adopt theconversion proposal, the credit union shall mail to each member a notice of ameeting of the members to consider the conversion proposal, advising themembers of the board's adoption of the conversion proposal. The notice mustinclude a prominent statement that the conversion will be decided by a voteof members eligible to vote on the proposal under the credit union's bylawsand that the affirmative votes of two-thirds of those eligible members votingare required for approval unless the articles of incorporation require agreater or lesser vote in which case the notice shall specify thatpercentage. However, in no case shall the percentage vote be less than amajority of the members voting notwithstanding what is specified in thearticles of incorporation. The notice shall clearly inform the members thatthey may vote at the members' meeting on the proposal or submit the writtenballot included with the notice. Each eligible member is entitled to onevote. With the notice, members shall be provided plain language disclosuresof material facts and information to be used as a basis for reaching aninformed decision to vote on the conversion, including but not limited to asummary of all information required by subdivision B 2. The disclosures shallbe submitted to the Commissioner. The Commissioner may suggest changes in thedisclosures prior to the documents being mailed to members.
6. A director, officer, committee member, agent, or senior managementemployee of the credit union, and immediate family members of any suchindividuals, shall not, directly or indirectly, receive a fee, commission, orother consideration, other than that person's usual salary or compensation,for aiding, promoting, or assisting in a conversion under this section. Aviolation of this subdivision shall constitute a prima facie violation ofsubsection A of § 13.1-870.
7. The corporate existence of a credit union converting under this sectionshall continue in its successor. Each member shall be entitled to receive ashare or deposit account or accounts in the converted institution equal inamount to the value of accounts held in the former credit union subject toany lien or right of offset held by the credit union.
8. The Commission shall approve the conversion if all of the conditionsrequired by this section and § 6.1-194.12 have been met, unless theCommission determines that, because of a concern over the safety andsoundness of the credit union, the conversion is not in the best interest ofthe credit union or its members.
9. The eligible and voting members of the credit union must approve theconversion proposal by a two-thirds affirmative vote of those voting, or suchgreater or lesser vote provided for under the articles of incorporation, butin no event less than a majority of the members voting notwithstanding whatthe articles of incorporation may specify. Such vote shall be by secretballot and shall be conducted by an independent entity, which may be suchcredit union's legal or accounting firm.
10. Following approval of the conversion by the members, the conversion shallbecome effective when (i) the Commission shall have approved it and (ii) anyamendment of the articles of incorporation of the credit union necessary toeffect the conversion shall have become effective.
C. If any requirements for notice, meetings, voting or other requirements inthis section are inconsistent with the Virginia Nonstock Corporation Act (§13.1-800 et seq.), the provisions of this section shall control.
§ 6.1-225.30:1. (Repealed effective October 1, 2010) Conversion to a statemutual savings institution.
A. A state credit union is authorized to convert to a mutual savingsinstitution organized under Chapter 3.01 (§ 6.1-194.1 et seq.) of this title.
B. As a condition to converting to a mutual savings institution, a creditunion shall comply with the following requirements:
1. At least 60 days prior to a final vote by the board of directors toformally adopt a conversion proposal, the credit union shall send notice tothe Commissioner and each member advising that the board is considering apossible conversion to a mutual savings institution. Such notice also shallbe (i) published concurrently in a newspaper of general circulation in thecredit union's service area; (ii) posted on the credit union's website; and(iii) posted in a conspicuous place in the lobby of each of the creditunion's offices. The notice shall, at a minimum, contain the followinginformation:
a. A prominent legend in bold-face type that advises the members of apotential conversion;
b. The electronic availability of information related to a potentialconversion;
c. A telephone number and e-mail address that members may use to requestcopies of the potential conversion information that is available byelectronic means;
d. The ability of members to submit written comments on the potentialconversion; and
e. A clear, concise, and impartial description of the potential conversion tobe considered by the board.
2. The credit union shall post information related to a potential conversionon the credit union's principal Internet web site at least 60 days prior to avote by the board of directors to adopt a proposal of conversion. The postedinformation shall, at a minimum, discuss:
a. The business purposes that might be accomplished by a conversion;
b. The differences between and similarities of a credit union and a mutualsavings institution;
c. An estimate of the anticipated conversion expenses;
d. The methods by which a member may request a copy of the posted information;
e. The method and timeline for members to submit written comments on thepotential conversion; and
f. The process that will be followed if the board formally adopts aconversion proposal.
3. The board shall provide members a reasonable opportunity to submit writtencomments relating to a potential conversion. The board may hold a specialmeeting to receive member input regarding the potential conversion. It iswithin the board's discretion to determine the type, number, duration, andlocation of any special meeting. Before taking a final vote on a conversionproposal, the board shall review and consider all written comments and anyother member input received at any special meeting. The conversion resolutionshall state that the board has reviewed and considered all such comments andinput and has determined affirmatively that the conversion is in the bestinterests of the members.
4. Subsequent to the written comment period, the credit union shall adopt, bythe affirmative vote of at least a majority of the members of its board ofdirectors, a conversion proposal consistent with this section. The creditunion shall notify the Commissioner of the board's approval of the proposal,and shall file an application in accordance with § 6.1-194.12 or 6.1-194.114and pay the accompanying fee in accordance with § 6.1-194.85 or 6.1-194.149.In addition, the credit union shall send to the Commissioner as soon asreasonably practical (i) a budget of the anticipated conversion expensesincluding legal, postage and mailing, advertising, printing, consulting fees,examination and operating fees, and any overtime or other employeecompensation to be paid exclusively as a result of the conversion and (ii)any other information reasonably requested by the Commissioner.
5. At least 30 days prior to a vote by the members to formally adopt theconversion proposal, the credit union shall mail to each member a notice of ameeting of the members to consider the conversion proposal, advising themembers of the board's adoption of the conversion proposal. The notice mustinclude a prominent statement that the conversion will be decided by a voteof members eligible to vote on the proposal under the credit union's bylawsand that the affirmative votes of two-thirds of those eligible members votingare required for approval unless the articles of incorporation require agreater or lesser vote in which case the notice shall specify thatpercentage. However, in no case shall the percentage vote be less than amajority of the members voting notwithstanding what is specified in thearticles of incorporation. The notice shall clearly inform the members thatthey may vote at the members' meeting on the proposal or submit the writtenballot included with the notice. Each eligible member is entitled to onevote. With the notice, members shall be provided plain language disclosuresof material facts and information to be used as a basis for reaching aninformed decision to vote on the conversion, including but not limited to asummary of all information required by subdivision B 2. The disclosures shallbe submitted to the Commissioner. The Commissioner may suggest changes in thedisclosures prior to the documents being mailed to members.
6. A director, officer, committee member, agent, or senior managementemployee of the credit union, and immediate family members of any suchindividuals, shall not, directly or indirectly, receive a fee, commission, orother consideration, other than that person's usual salary or compensation,for aiding, promoting, or assisting in a conversion under this section. Aviolation of this subdivision shall constitute a prima facie violation ofsubsection A of § 13.1-870.
7. The corporate existence of a credit union converting under this sectionshall continue in its successor. Each member shall be entitled to receive ashare or deposit account or accounts in the converted institution equal inamount to the value of accounts held in the former credit union subject toany lien or right of offset held by the credit union.
8. The Commission shall approve the conversion if all of the conditionsrequired by this section and § 6.1-194.12 have been met, unless theCommission determines that, because of a concern over the safety andsoundness of the credit union, the conversion is not in the best interest ofthe credit union or its members.
9. The eligible and voting members of the credit union must approve theconversion proposal by a two-thirds affirmative vote of those voting, or suchgreater or lesser vote provided for under the articles of incorporation, butin no event less than a majority of the members voting notwithstanding whatthe articles of incorporation may specify. Such vote shall be by secretballot and shall be conducted by an independent entity, which may be suchcredit union's legal or accounting firm.
10. Following approval of the conversion by the members, the conversion shallbecome effective when (i) the Commission shall have approved it and (ii) anyamendment of the articles of incorporation of the credit union necessary toeffect the conversion shall have become effective.
C. If any requirements for notice, meetings, voting or other requirements inthis section are inconsistent with the Virginia Nonstock Corporation Act (§13.1-800 et seq.), the provisions of this section shall control.
