§ 54B-34.1. Conversion to State association. - North Carolina Statutes

§ 54B‑34.1.  Conversionto State association.

(a)        A savings bank orState or national bank, upon a majority vote of its board of directors, mayapply to the Commissioner of Banks for permission to convert to a Stateassociation and for certification of appropriate amendments to its certificateof incorporation to effect the change. Upon receipt of an application toconvert to a State association, the Commissioner of Banks shall examine allfacts connected with the conversion. The depository institution applying forpermission to convert shall pay all the expenses and costs of examination.

(b)        The convertingdepository institution shall submit a plan of conversion as a part of theapplication to the Commissioner of Banks. The Commissioner of Banks may approveit with or without amendment. If the Commissioner of Banks approves the plan,then the plan shall be submitted to the members or stockholders as provided insubsection (c) of this section. If the Commissioner of Banks refuses to approvethe plan, the Commissioner of Banks' objections shall be stated in writing andthe converting depository institution shall be given an opportunity to amendits plan to obviate the objections or to appeal the Commissioner of Banks'decision to the Commission.

(c)        After lawful noticeto the members or stockholders of the converting depository institution andfull and fair disclosure, the substance of the plan shall be approved by amajority of the votes or shares present, in person or by proxy. Following thevote of the members or stockholders, the results of the vote certified by anappropriate officer of the converting depository institution shall be filedwith the Commissioner of Banks. The Commissioner of Banks shall then eitherapprove or disapprove the requested conversion to a State association. Afterapproval of the conversion, the Commissioner of Banks shall supervise andmonitor the conversion process and shall ensure that the conversion isconducted lawfully and under the approved plan of conversion. (1993, c. 163, s. 5; 2001‑193,s. 16.)