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Conversion Of Savings And Loan Association Into Savings Bank

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UNOFFICIAL COPY: Supervisory Procedure SL 111 -- Conversion Of Savings And Loan Association Into Savings Bank

Sec. 

111.1 General information
111.2 Documents required
111.3 Additional documents

History: Procedure filed Aug. 8, 1969 eff. Aug. 4, 1969; amds. filed: Mar. 10, 1972; Feb. 1, 1974; Feb. 14, 1974; Nov. 29, 1977 eff. Nov. 29, 1977. Amended 111.1(b).

SL 111 - § 111.1 -- General Information.

  1. A savings and loan association which seeks to convert itself into a savings bank pursuant to Banking Law, section 411 shall comply with the instructions set forth in this Supervisory Procedure SL 111.
  2. Six copies of a letter of application and each document referred to in section 111.2, including two executed copies of the documents referred to in subdivisions (a), (b), (c) and (f) of section 111.2, shall be filed with the Superintendent of Financial Services, One State Street, New York, N.Y. 10004, and shall be accompanied by a check payable to the order of "Superintendent of Financial Services of the State of New York"; provided, however, that the organization certificate required by subdivision (b) of section 111.2 shall be filed only after receipt of the Superintendent's written approval of the proposed conversion. Inquiries concerning the preparation thereof should be addressed to the Superintendent. The letter of application shall set forth the name and address of the officer to whom all communications from the Department should be addressed and the date or proposed date of filing of any required applications or other documents with the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation.
  3. Before an application for conversion is submitted, the plan of conversion shall be approved by the vote, in person or by proxy, of the holders of at least 66 2/3 percent in amount of book value of all outstanding shares of the association represented at a meeting held upon not less than 20 days' written notice to each shareholder. Notice of the shareholders' meeting, together with any proxy material, shall be served personally upon or mailed to each shareholder at his last known address and shall contain a statement of the time and place of the meeting, a full and clear statement of the purpose thereof and the effect of the proposed conversion upon the shareholder's right to vote on matters affecting the management of the resulting savings bank.
  4. Approval by the Superintendent will be conditioned in all cases upon the insurance by the Federal Deposit Insurance Corporation of deposit accounts of the resulting bank to the extent permitted by Federal law.
  5. After the conversion, the powers of the resulting savings bank, including its powers to receive new deposits, make new loans and undertake new borrowings will be subject to the laws governing savings banks, except to the extent it has as a result of the conversion succeeded to certain deposits, loans and borrowings which are legal for an association but not legal for a savings bank. While the resulting bank will ordinarily be required to dispose of such deposits, loans and borrowings within two years after the date of the conversion, it may discharge any legal obligations which it had previously undertaken, as an association, in connection with such nonconforming deposits, loans and borrowings. The plan of conversion must specifically describe, by type and amount, such nonconforming deposits, loans and borrowings, and indicate the manner in which they are to be disposed of by the resulting savings bank.
  6. Superintendent reserves the right to require additional information in connection with the application. The applicant may, of course, submit any information in addition to that required by this procedure which it deems pertinent to the application.

SL 111 - § 111.2 -- Documents Required.

The following documents shall be filed as part of the application:

  1. Plan of conversion, signed by the president of the association and attested by its secretary, setting forth the terms and conditions of the conversion and the manner in which it is to be accomplished, including the names of the principal executive and administrative officers and trustees of the proposed savings bank.
  2. Organization certificate, as required by Banking Law, section 230, executed by a majority of the directors of the association and by all of the persons who are to be the initial trustees of the proposed savings bank.
  3. Minutes of the meeting of shareholders of the association authorizing the conversion, including the notice to shareholders, proxy material and plan of conversion in the form submitted to shareholders, certified by the presiding officer and by the secretary of the meeting and otherwise in accordance with Banking Law, section 411. The presiding officer and the secretary of the meeting shall certify that
    1. the notice of the meeting and proxy material were served personally or mailed to each shareholder at his last known address at least 20 days prior to the shareholders' meeting and
    2. the plan of conversion in the form attached was the plan submitted to the shareholders at such meeting, and was approved by the vote, in person or by proxy, of the holders of at least 66 2/3 percent in amount of book value of all outstanding shares of the association represented at the meeting held for that purpose in accordance with Banking Law, section 411. Such certificate shall also indicate the actual vote of the shareholders for and against the plan of conversion.
  4. Proposed by-laws of the resulting savings bank, as required by Banking Law, section 251.
  5. 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 and the public.

SL 111 - § 111.3 -- Additional Documents.

The following additional documents shall be submitted to the Superintendent as they become available to the association:

  1. Copies of all approvals and notices required by Federal law and regulations in connection with the conversion.
  2. Opinion of counsel for the association as to compliance with all requirements of Federal and State law in connection with the conversion.

 

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