2011 Arizona Revised Statutes
Title 6 Banks and Financial Institutions
6-463 Conversion from federal to state association

6-463. Conversion from federal to state association

A. Any federal association may become an association operating under this chapter, pursuant to the laws and regulations of the United States and in accordance with the following procedure:

1. The board of directors shall by a majority vote of all the directors adopt by resolution a plan of conversion which shall set forth among other terms:

(a) A financial statement of the association as of the last business day of the month preceding the adoption of the plan.

(b) The disposition of the withdrawable value of all accounts, general and other reserves and surplus.

(c) The disposition of any obligation or liabilities.

(d) The disposition of the assets of the association.

2. Such plan and resolution shall be submitted to the superintendent at least fifteen days prior to the members' meeting at which action of the members is to be taken. If the superintendent, after appropriate examination, shall find that the association complies sufficiently with the requirements of this chapter to entitle it to become an association operating under this chapter, he shall approve the plan of conversion. He may prescribe terms and conditions, to be fulfilled either prior to or after the conversion, to cause the association to conform with the requirements of this chapter.

3. After receipt of the superintendent's approval, the plan of conversion may be submitted at an annual or special meeting of the members; and the plan will be adopted upon receiving, in the affirmative, fifty-one per cent or more of the total number of votes which all members of the association are entitled to cast. Thereupon, such action shall be taken by the members to adopt articles of incorporation, to elect directors, to adopt by-laws, and to elect officers, as is prescribed for a new association in article 2 of this chapter. A report of proceedings at such meeting, certified by the president or a vice-president and attested by the secretary, shall be filed promptly with the superintendent.

4. If the superintendent finds that such proceedings have been in accordance with the provisions of this section, he shall issue a certificate authorizing the filing of the articles of incorporation with the corporation commission and the taking of the other steps required by title 10, to complete the formation of a corporation. Upon the issuance of a certificate of incorporation by the corporation commission, the superintendent shall issue a certificate of conversion.

5. The expenses of any examination made by or at the direction of the superintendent in connection with such conversion shall be paid by the converting association as a fee for special examination as authorized by section 6-125.

B. The conversion shall be effective upon the compliance with the laws and regulations of the United States and the provisions of this section.