45-11-106 - Approval by stockholders of converting financial institution. - Tennessee Statutes

45-11-106. Approval by stockholders of converting financial institution.

(a)  To be effective, a plan of conversion for a stock-owned financial institution must be approved by the stockholders of the converting financial institution by a majority vote of the outstanding voting stock of each class at a meeting called to consider such action, which vote shall constitute the adoption of the charter and bylaws of the resulting financial institution.

(b)  To be effective, a plan of conversion for a mutually-owned financial institution must be approved by a majority vote of those members of the institution qualified to vote in person or by mail ballot at a meeting called to consider such action; provided, however, that a plan of conversion by a credit union shall be approved in accordance with the membership approval process for a federally insured credit union, to the extent such membership approval process is applicable.

(c)  Prior to mailing, notice of the meeting of shareholders or members and the proxy statement or mail ballot form shall be submitted to the commissioner for approval. The commissioner may require changes in the disclosures and the proxy or mail ballot provided to the stockholders or members to assure full and adequate disclosure prior to those documents being mailed to stockholders or members.

(d)  Notice of the meeting and other disclosures shall be mailed to each stockholder or member thirty (30) days prior to the date of the meeting called to consider the conversion.

[Acts 1985, ch. 174, § 2; 2008, ch. 968, § 5.]