Conversion Of Federal Savings And Loan Association To State Charter
Please refer to the Department's Application Fee Schedule to determine the proper fee for the application being filed.
Procedure SL 112
(Statutory authority: Banking Law, § 410)
112.2 Documents Required.
112.3 Additional Documents.
History: Procedure filed Aug. 21, 1969 eff. Aug. 20, 1969; amds. filed: June 17, 1976; Nov. 29, 1977 eff. Nov. 29, 1977. Amended 112.1(b).
SL 112 - § 112.1 -- General Information.
(a) The instructions set forth in this Supervisory Procedure shall apply to the conversion of a Federal savings and loan association having its place of business in this State into a State savings and loan association pursuant to Banking Law, § 410.
(b) Six copies of a letter of application and each document referred to in section 112.2 of this Supervisory Procedure, including two executed copies of the documents referred to in section 112.2(a), (b) and (c) of this Supervisory Procedure, shall be filed with the Superintendent of Financial Services One State Street, New York, N.Y. 10004. The letter of application shall set forth the name and address of the officer to whom all communications from the Department should be addressed and the date or proposed date of filing of any required applications or other documents with any Federal agency and shall be accompanied by a check payable to the order of "Superintendent of Financial Services of the State of New York". Inquiries concerning the preparation of the application should be addressed to the Superintendent.
(c) Before submission of the application, the plan of conversion shall be approved at a meeting held upon not less than 10 days' written notice to each shareholder by the vote, in person or by proxy, of the holders of at least 66-2/3 percent in amount of the book value of all outstanding shares of the association, or at least 75 percent in amount of the book value of the outstanding shares of the association represented at the meeting. Notice of the shareholders' meeting, together with any proxy material, shall be served personally upon or mailed to each shareholder of the association at his last known address and shall contain a statement of the time, place and purpose of the meeting.
(d) Within 60 days after the date the application is filed, the association shall take the action prescribed or authorized by Federal law to effect such conversion.
(e) Approval by the Superintendent will be conditioned in all cases upon the continued insurance by the Federal Savings and Loan Insurance Corporation of all deposit accounts to the extent permitted by Federal law.
(f) Following submission of the application, the Superintendent will ordinarily require a full examination of the Federal savings and loan association by State bank examiners before he acts on the application.
(g) The Superintendent reserves the right to require additional information in connection with the application. The applicants may, of course, submit any information in addition to that required by this Supervisory Procedure which they deem pertinent to the application.
SL 112 - § 112.2 -- Documents Required.
The following documents shall be filed as part of the application:
(a) Plan of conversion, signed by the president of the association and attested by its secretary, setting forth the terms and conditions of the conversion and the manner in which it is to be accomplished, including the names of the principal executive and administrative officers and directors.
(b) Organization certificate, as required by Banking Law, section 375, executed by a majority of the directors of the association.
(c) Minutes of the meeting of shareholders of the association at which the plan of conversion was approved, including the notice to shareholders, proxy material and plan of conversion in the form submitted to shareholders, certified by the presiding officer and by the secretary of the meeting and otherwise in accordance with Banking Law, section 410. The presiding officer and the secretary of the meeting shall certify that (1) the notice of the meeting and proxy material were served personally or mailed to each shareholder at his last known address at least 10 days prior to the shareholders' meeting and (2) the plan of conversion in the form attached was the plan submitted to the shareholders at such meeting, and was approved by the vote, in person or by proxy, of the holders of at least 66-2/3 percent in amount of book value of all outstanding shares of the association, or at least 75 percent in amount of the book value of the outstanding shares of the association represented at the meeting. Such certificate shall also indicate the actual vote of the shareholders for and against the plan of conversion.
(d) Proposed by-laws of the State association as required by Banking Law, § 376.
SL 112 - § 112.3 -- Additional Documents.
The following additional documents shall be submitted to the Superintendent as they become available to the association:
(a) Copies of all notices, consents and authorizations required by Federal law and regulations in connection with the conversion.
(b) Opinion of counsel for the association as to compliance with all requirements of Federal and State law in connection with the conversion.