Effective - 06 Jul 1994
369.078. Conversion from mutual to capital stock association — requirements — rules of division, content — certificate of conversion, issued, when, effect of. — 1. Any mutual savings and loan association chartered under the laws of this state may convert to and become a capital stock association upon compliance with the provisions of this chapter.
2. 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 from mutual to capital stock form of organization shall be as set forth from time to time in regulations of the director of the division of finance promulgated in accordance with the provisions of this chapter. The director of the division of finance may adopt as the director's own the regulations of the Federal Deposit Insurance Corporation or any successor thereto governing the conversion of mutual insured associations to capital stock insured associations in whole or in part, but no regulation of the director of the division of finance shall contain any requirement or provision, the effect of which is to prevent approval of the plan of conversion by the Federal Deposit Insurance Corporation or any successor thereto. Such regulations shall require the approval of the plan of conversion by the director of the division of finance, by the Federal Deposit Insurance Corporation or any successor thereto, by a majority of the board of directors of the association and unless waived by the director of the division of finance and the Federal Deposit Insurance Corporation or any successor thereto in supervisory cases, at least the majority of the members of the association present in person or by proxy at an annual meeting or at any special meeting of the members.
3. Upon a finding by the director of the division of finance that the conversion to capital stock association has been completed in accordance with the requirements of this chapter and of the regulations, the director of the division of finance shall issue to the association a certificate of conversion, attaching as a part of such certificate a copy of the plan of conversion. A certified copy of such certificate shall be filed by the director of the division of finance with the secretary of state and all amendments to the articles of incorporation contained in the plan of conversion shall be effective.
4. Upon the issuance to the association of a certificate of conversion as provided in subsections 1 to 3 of this section, the corporate existence of such converting association shall not terminate, but such association shall be a continuation of the entity so 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 involved in the proceedings.
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(L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1994 H.B. 1165)
Effective 7-06-94