6-463. Conversion from federal to state association

468 words·~2 min read·/az/title-6/6-463

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

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 deputy director at least fifteen days prior to the members' meeting at which action of the members is to be taken. If the deputy director, after appropriate examination, finds that the association complies sufficiently with the requirements of this chapter to entitle it to become an association operating under this chapter, the deputy director shall approve the plan of conversion. The deputy director 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 deputy director's approval, the plan of conversion may be submitted at an annual or special meeting of the members. The plan will be adopted on receiving, in the affirmative, fifty-one percent or more of the total number of votes that 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 bylaws, 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 deputy director.

4. If the deputy director finds that such proceedings have been in accordance with this section, the deputy director 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. On the issuance of a certificate of incorporation by the corporation commission, the deputy director shall issue a certificate of conversion.

5. The expenses of any examination made by or at the direction of the deputy director in connection with the 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 on the compliance with the laws and regulations of the United States and the provisions of this section.