§ 54B-30. Conversion from State to federal association. - North Carolina Statutes

Article 3.

Fundamental Changes.

§ 54B‑30.  Conversionfrom State to federal association.

Any State savings and loanassociation, stock or mutual, organized and operated under the provisions ofthis Chapter, may convert into a federal savings and loan association inaccordance with the provisions of the laws and regulations of the United Statesand with the same force and effect as though originally incorporated under suchlaws, and the procedure to effect such conversion shall be as follows:

(1)        The associationshall submit a plan of conversion to the Commissioner of Banks, and he mayapprove the same, with or without amendment, or refuse to approve the plan. Ifhe approves the plan, then the plan shall be submitted to the members orstockholders as provided in the next subdivision. If he refuses to approve theplan, he shall state his objections in writing and give the convertingassociation an opportunity to amend the plan to obviate such objections or toappeal his decision to the Commission.

(2)        A meeting of themembers or stockholders shall be held upon not less than 15 days' notice toeach member or stockholder. Notice can be made either by mailing such to eachmember or stockholder, postage prepaid, to the last known address or by theboard of directors causing to be published once a week for two weeks precedingsuch meeting, in a newspaper of general circulation published in the countywhere such association has its principal office, a notice of the meeting. Itshall be regarded as sufficient notice of the purpose of the meeting if thenotice contains the following statement: "The purpose of this meeting isto consider the conversion of this State‑chartered association into afederally chartered association, pursuant to the laws of the UnitedStates." An appropriate officer of the association shall make proof byaffidavit at such meeting of due service of the notice or call for saidmeeting.

(3)        At the meeting ofthe members or stockholders of such association, such members or stockholdersmay by affirmative vote of a majority of votes or shares present, in person orby proxy, resolve to convert said association to a federal savings and loanassociation. A copy of the minutes of the meeting of the members orstockholders certified by an appropriate officer of the association shall befiled in the office of the Commissioner of Banks. The said certified copy whenso filed shall be prima facie evidence of the holding and the action of themeeting.

(4)        Within a reasonabletime after the receipt of a certified copy of the minutes, the Commissioner ofBanks shall either approve or disapprove the proceedings of the meeting forcompliance with the procedure set forth in this section. If the Commissioner ofBanks approves the proceedings he shall endorse the certified copy of theminutes, and shall issue a certificate of his approval of the conversion andproceedings and send the same to the association. Such certificate shall berecorded in the office of the Secretary of State and in the office of theregister of deeds of the county in which the association has its principaloffice, and the original shall be held by the association. If the Commissionerof Banks disapproves the proceedings he shall note his disapproval on thecertified copy of the minutes and notify the Commission and the association ofhis disapproval. The association may appeal a disapproval to the Commission.

(5)        Within 60 days afterapproval of the proceedings by the Commissioner of Banks, the association shallfile an application, in the manner prescribed or authorized by the laws andregulations of the United States, to consummate the conversion to a federalassociation. A copy of the charter or authorization issued to such associationby the federal regulatory authority, or a certificate showing the organizationor conversion of such association into a federal savings and loan association,and upon such filing with the Commissioner of Banks the association shall ceaseto be a State association and shall be a federal association.

(6)        Whenever any suchassociation shall convert into a federal savings and loan association it shallcease to be an association under the laws of this State, except that itscorporate existence shall be deemed to be extended for the purpose ofprosecuting or defending suits by or against it and of enabling it to close itsbusiness affairs as a State association, and to dispose of and convey itsproperty. At the time when such conversion becomes effective, all the propertyof the state association including all its rights, title and interest in and toall property of whatever kind, whether real, personal or mixed, and things inaction, and every right, privilege, interest and asset of any conceivable valueor benefit then existing, belonging or pertaining to it, or which would inureto it, shall immediately by act of law and without any conveyance or transfer,and without any further act or deed, be vested in and become the property ofthe federal association, which shall have, hold and enjoy the same in its ownright as fully and to the same extent as the same was possessed, held andenjoyed by the State association; and the federal association as of theeffective time of such conversion shall succeed to all the rights, obligationsand relations of the State association. (1981, c. 282, s. 3; 1981 (Reg. Sess., 1982), c. 1238,s. 5; 1989, c. 76, s. 6; 1989 (Reg. Sess., 1990), c. 806, s. 1; 2001‑193,s. 16.)