2013 New York Consolidated Laws
BNK - Banking
Article 10 - (375 - 413) SAVINGS AND LOAN ASSOCIATIONS
411 - Conversion of a savings and loan association or federal savings and loan association into a savings bank.

 
    § 411. Conversion of a savings and loan association or federal savings
  and  loan  association  into  a  savings  bank.  1. Any savings and loan
  association or federal savings and loan association having its place  of
  business  in  this  state  may  convert  itself into a savings bank upon
  receiving the approval of its shareholders  and  the  superintendent  as
  hereinafter  provided.  A meeting of the shareholders shall be held upon
  not less than twenty days' written notice to  each  shareholder,  either
  served  personally  or  mailed  to  him  at  his  last known address and
  containing a statement of the time, place and purpose  of  such  meeting
  and  the  effect of the proposed conversion upon the shareholders' right
  to vote on matters affecting the management  of  the  resulting  savings
  bank. Proof by affidavit of due service of such notice shall be filed in
  the office of the association before or at the time of such meeting.
    2.  At  such  meeting  the  shareholders may, by vote, in person or by
  proxy, of the holders of at least sixty-six and two-thirds per centum in
  amount of the book value of all outstanding shares  represented  at  the
  meeting,  authorize  the conversion of such savings and loan association
  or federal savings and loan association into a savings bank  subject  to
  the  approval  of the superintendent as hereinafter provided.  A copy of
  the minutes of such meeting, verified by the presiding  officer  and  by
  the  secretary  of  the  meeting,  shall  be  filed in the office of the
  superintendent within thirty  days  after  the  date  of  such  meeting,
  together  with  a  statement  setting forth the reasons why the board of
  directors believe the conversion would be in the best interests  of  the
  savings and loan association or federal savings and loan association and
  the  public,  and  such  other  information  as  the  superintendent may
  require. If the superintendent determines that the  proposed  conversion
  would  be  in  the best interests of the savings and loan association or
  federal savings and loan association and the public, he shall so  advise
  the  board  of  directors of the savings and loan association or federal
  savings and loan association and deliver to them his written approval of
  the proposed conversion.
    3.  Upon  receiving  the  superintendent's  written  approval  of  the
  proposed  conversion,  there shall be filed with the superintendent, the
  organization certificate required by section two hundred thirty of  this
  chapter,  executed  by a majority of the directors, and proposed by-laws
  as required by section two hundred fifty-one of this chapter.
    4. Within sixty days after such filing, or such additional time as the
  superintendent may authorize in writing,  a  federal  savings  and  loan
  association  proposing  to  convert  to  a savings bank pursuant to this
  section shall take the action prescribed or authorized by  the  laws  of
  the United States to effect such conversion and there shall thereupon be
  filed  in  the  office  of  the  superintendent a copy of any consent or
  authorization required of such  federal  savings  and  loan  association
  pursuant to the laws of the United States to effect such conversion.
    5.  When  the  superintendent  shall  have  approved  the organization
  certificate  and  the  proposed  by-laws  and  shall  have  issued   the
  authorization  certificate, provided in article two of this chapter, the
  association shall cease to be a savings and loan association or  federal
  savings and loan association, as the case may be, and shall thereupon be
  converted  into a savings bank, but such savings and loan association or
  federal savings and loan association shall be deemed to be continued for
  the purpose of prosecuting or defending suits and of enabling it to wind
  up its affairs as a savings and loan association or federal savings  and
  loan association, and to dispose of and convey its property.
    At the time when such conversion becomes effective all the property of
  the   savings   and   loan  association  or  federal  savings  and  loan
  association, as the case may be, shall immediately by  act  of  law  and

  without  any  conveyance  or transfer become the property of the savings
  bank and the savings bank shall succeed  to  all  the  offices,  rights,
  obligations  and  relations  of  such  savings  and  loan association or
  federal savings and loan association.
    6.  In  the  case  of  a  conversion  of  a  federal  savings and loan
  association, at the time such  conversion  becomes  effective  all  life
  insurance  plans,  deferred payments plans, option plans, pension plans,
  and any similar plans, as well as retirement benefits,  death  benefits,
  disability  benefits,  and any similar benefit programs, for the benefit
  of officers and employees of such federal savings and loan  associations
  which  plans  and  programs  are authorized under the laws of the United
  States, shall be deemed to qualify under the banking law notwithstanding
  any provision of the banking law to  the  contrary;  provided,  however,
  that, to the extent any such plan or program is in violation of any such
  provision of the banking law with respect to savings banks, such plan or
  program  shall  be  deemed  to  qualify  under the banking law only with
  respect to those officers and employees  who,  at  the  time  when  such
  conversion becomes effective, (i) are or have been officers or employees
  of  the  converting  federal savings and loan association, and (ii) have
  acquired a right or interest in such plan or program which has vested in
  such officers or employees by contractual arrangement in effect not less
  than six months prior to such conversion or by reason of  such  officers
  or employees becoming eligible and qualified under such plan or program.
  Notwithstanding  the  foregoing  provisions  of  this  subdivision,  the
  superintendent is authorized to withhold his approval of the  conversion
  of a federal savings and loan association if in his opinion the benefits
  under such plans or programs are unduly excessive.