2013 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 15. SAVINGS ASSOCIATIONS CHAPTER 14. MERGER OR CONSOLIDATION WITH FEDERAL SAVINGS AND LOAN ASSOCIATION
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IC 28-15-14
Chapter 14. Merger or Consolidation With Federal Savings
and Loan Association
IC 28-15-14-1
Vote required; compliance with laws
Sec. 1. (a) A savings association may be:
(1) merged or consolidated with; or
(2) converted into;
a federal savings and loan association, under the charter of the
federal savings and loan association or under a new charter issued to
the converted association or the merged or consolidated association,
upon a vote of fifty-one percent (51%) or more of the votes cast at a
legal meeting of the shareholders and members of the state chartered
savings association called to consider the proposed merger,
consolidation, or conversion.
(b) A merger, consolidation, or conversion under this section must
be accomplished:
(1) in compliance with the laws of the United States relating to
the merger, consolidation, or conversion; and
(2) upon terms and conditions prescribed or approved by the
Office of the Comptroller of the Currency or its successor.
As added by P.L.193-1997, SEC.2. Amended by P.L.27-2012,
SEC.118.
IC 28-15-14-2
Filing requirements
Sec. 2. (a) If a savings association:
(1) merges with;
(2) consolidates with; or
(3) is converted into;
a federal savings and loan association, the savings association shall
file with the secretary of state three (3) copies of a certificate
executed by a duly constituted federal authority showing the merger,
consolidation, or conversion.
(b) Upon the payment of the fees prescribed by law, the secretary
of state shall:
(1) note the filing upon each of the copies;
(2) retain one (1) copy in the secretary's office; and
(3) return two (2) copies to the association.
(c) One (1) of the copies returned to a savings association under
subsection (b) shall be filed by the savings association with the
department and the other copy shall be filed with the recorder of the
county in which the principal office of the savings association is
located.
(d) Upon completion of the filings required by this section, the
savings association ceases to be a corporation under Indiana law,
except as provided in section 4 of this chapter.
As added by P.L.193-1997, SEC.2.
IC 28-15-14-3
Effect on resulting federal savings and loan association of merger,
consolidation, or conversion
Sec. 3. (a) Upon the effective date of a merger, consolidation, or
conversion under sections 1 and 2 of this chapter, all of the assets
and property of the state chartered savings association of every kind
and character, including:
(1) real, personal, and mixed property;
(2) tangible and intangible property; and
(3) choses in action, rights, and credits that:
(A) the savings association owns; or
(B) would inure to the savings association;
shall immediately, by operation of law and without any conveyance
or transfer, and without any further act or deed, be vested in and
become the property of the federal savings and loan association.
(b) A federal savings and loan association referred to in
subsection (a) shall have, hold, and enjoy the assets and property of
the state chartered savings association after a merger, consolidation,
or conversion under sections 1 and 2 of this chapter in its own right,
as fully and to the same extent that the assets and property were
possessed, held, and enjoyed by the state chartered savings
association before the merger, consolidation, or conversion.
(c) After a merger, consolidation, or conversion under sections 1
and 2 of this chapter, the federal savings and loan association is
considered a continuation of the entity and identity of the state
chartered savings association, and all of the rights and obligations of
the savings association remain unimpaired.
(d) The federal association, at the time of the taking effect of the
merger, consolidation, or conversion under sections 1 and 2 of this
chapter, shall succeed to all of the rights and obligations and the
duties and liabilities connected with the state chartered savings
association.
As added by P.L.193-1997, SEC.2.
IC 28-15-14-4
Conversion of federal savings and loan association to state
chartered savings association
Sec. 4. (a) Subject to regulations prescribed by the Office of the
Comptroller of the Currency or its successor, a federal savings and
loan association located in Indiana, by resolution approved by its
board of directors and adopted by a vote of fifty-one percent (51%)
or more of the votes cast at any annual meeting or at any special
meeting of its members called to consider the action, may convert
itself into a state chartered savings association under this article.
(b) A resolution referred to in subsection (a), when adopted by the
members of a federal savings and loan association, must:
(1) designate the names and the number of the directors who
will serve as directors of the savings association after the
conversion takes effect; and
(2) authorize the directors to execute articles of incorporation.
(c) The articles of incorporation executed under this section must
include the contents required by IC 28-12-2-1 except that, instead of
disclosing the name and address of each incorporator as required by
IC 28-12-2-1(4), the articles must:
(1) indicate that the savings association is incorporated by
conversion of a federal savings and loan association into a state
chartered savings association; and
(2) state the name of the federal savings and loan association
converted under this section.
(d) The department must receive from the federal savings and loan
association:
(1) three (3) copies of the resolution, certified by the secretary
or assistant secretary of the federal savings and loan
association; and
(2) the articles of incorporation, in triplicate, signed and
acknowledged by the directors designated under subsection
(b)(1).
(e) The department shall approve or disapprove the proposed
conversion of a federal savings and loan association into a state
chartered savings association under this section. The department may
not approve a proposed conversion unless the department, after
appropriate investigation or examination, finds all of the following:
(1) That the state chartered savings association resulting from
the conversion will operate in a safe, sound, and prudent
manner.
(2) That the proposed charter conversion will not result in a
state chartered savings association that has:
(A) inadequate capital;
(B) unsatisfactory management; or
(C) poor earnings prospects.
(3) That the management or other principals of the savings
association are qualified by character and financial
responsibility to control and operate in a legal and proper
manner the proposed state chartered savings association.
(4) That the interests of the depositors, the creditors, and the
public generally will not be jeopardized by the proposed charter
conversion.
(f) If the department approves the resolution and articles of
incorporation submitted under subsection (d), the department shall:
(1) indicate its approval on the resolution and articles of
incorporation in the manner prescribed by IC 28-12-5-1; and
(2) present the articles of incorporation to the secretary of state.
(g) If the secretary of state finds that the articles of incorporation
conform to law, the secretary of state shall:
(1) endorse the secretary's approval on the copies of the articles
of incorporation;
(2) when all fees required by law have been paid:
(A) file one (1) copy of the articles of incorporation in the
secretary's office; and
(B) issue a certificate of incorporation to the savings
association; and
(3) return the certificate of incorporation and two (2) copies of
the articles of incorporation to the directors of the savings
association designated under subsection (b)(1).
(h) The conversion of a federal savings and loan association into
a state chartered savings association under this section is effective
when the secretary of state issues the certificate of incorporation
under subsection (g). However, before the savings association may
transact business under this article or incur indebtedness, except
indebtedness that is incidental to its organization, one (1) of the
copies of its articles of incorporation bearing the endorsement of the
approval of the department and of the secretary of state must be filed
for record with the recorder of the county in which the principal
office of the savings association is located.
As added by P.L.193-1997, SEC.2. Amended by P.L.27-2012,
SEC.119.
IC 28-15-14-5
Effect on resulting state chartered savings association of
conversion from federal savings and loan association
Sec. 5. (a) Upon the effective date of the conversion of a federal
savings and loan association into a state chartered savings
association under section 4 of this chapter, all of the assets and
property of the federal savings and loan association of every kind and
character, including:
(1) real, personal, and mixed property;
(2) tangible and intangible property; and
(3) choses in action, rights, and credits that:
(A) the savings and loan association owns; or
(B) would inure to the savings and loan association;
shall immediately, by operation of law and without any conveyance
or transfer, and without any further act or deed, be vested in and
become the property of the state chartered savings association.
(b) After the conversion of a federal savings and loan association
into a state chartered savings association under section 4 of this
chapter:
(1) the state chartered savings association shall have, hold, and
enjoy the assets and property of the federal savings and loan
association in its own right, as fully and to the same extent that
the assets and property were possessed, held, and enjoyed by
the federal savings and loan association before the conversion;
and
(2) the state chartered savings association is considered a
continuation of the entity and identity of the federal savings and
loan association, and all of the rights and obligations of the
federal savings and loan association remain unimpaired.
(c) When the conversion of a federal savings and loan association
into a state chartered savings association under section 4 of this
chapter takes effect, the state chartered savings association succeeds
to all of the rights and obligations and the duties and liabilities
connected with the federal savings and loan association.
As added by P.L.193-1997, SEC.2.
IC 28-15-14-6
Organization of new savings association; bylaws
Sec. 6. After the conversion of a federal savings and loan
association into a state chartered savings association under section
4 of this chapter, the organization of the savings association shall be
completed in the manner provided by IC 28-12, except that bylaws
for the savings association:
(1) may be adopted by the members of the federal association
when the members adopt the resolution authorizing the
conversion; and
(2) may become effective upon the issuance of the certificate of
incorporation under section 4(f) of this chapter.
As added by P.L.193-1997, SEC.2.
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