N.Y. Banking Law § 410: Conversion of a federal savings and loan association into a state savings and loan association

§ 410. Conversion of a federal savings and loan association into a

state savings and loan association. 1. Any federal savings and loan

association having its place of business in this state may convert

itself into a state savings and loan association. A meeting of the

shareholders shall be held upon not less than ten days' written notice

to each shareholder, either served personally or mailed to him at his

last known address and containing a statement of the time, place and

purpose of such meeting. Proof by affidavit of due service of such

notice shall be filed in the office of the association before or at the

time of such meeting.

2. At such meeting the shareholders may, by vote, in person or by

proxy, of the holders of (a) at least sixty-six and two-thirds per

centum in amount of the book value of all outstanding shares, or (b) at

least seventy-five per centum in amount of the book value of the

outstanding shares represented at the meeting, authorize the conversion

of such federal savings and loan association into a state savings and

loan association. A copy of the minutes of such meeting, verified by the

presiding officer and by the secretary of the meeting, shall be filed in

the office of the superintendent within thirty days after the date of

such meeting.

3. There shall be filed with such copy of the minutes, the

organization certificate required by section three hundred seventy-five

of this article, executed by a majority of the directors, and proposed

by-laws as required by section three hundred seventy-six of this

article. The federal savings and loan association shall also submit a

written plan of conversion to the superintendent, together with an

investigation fee as described pursuant to section eighteen-a of this

chapter.

4. Within sixty days after such filing, the federal savings and loan

association shall take the action prescribed or authorized by the laws

of the United States to effect such conversion and there shall thereupon

be filed in the office of the superintendent a copy of any consent or

authorization required of such federal savings and loan association

pursuant to the laws of the United States to effect such conversion.

5. When the superintendent shall have approved the organization

certificate and the proposed by-laws and shall have issued the

authorization certificate, provided in article two of this chapter, the

association shall cease to be a federal savings and loan association and

shall thereupon be converted into a state savings and loan association,

but such federal savings and loan association shall be deemed to be

continued for the purpose of prosecuting or defending suits and of

enabling it to wind up its affairs as a federal savings and loan

association, and to dispose of and convey its property.

At the time when such conversion becomes effective all the property of

the federal savings and loan association shall immediately by act of law

and without any conveyance or transfer become the property of the state

savings and loan association and the state savings and loan association

shall succeed to all the rights, obligations and relations of the

federal savings and loan association.

6. In the case of a conversion of a federal savings and loan

association, at the time such conversion becomes effective all life

insurance plans, deferred payment plans, option plans, pension plans,

and any similar plans, as well as retirement benefits, death benefits,

disability benefits, and any similar benefit programs, for the benefit

of officers and employees of such federal savings and loan associations

which plans and programs are authorized under the laws of the United

States, shall be deemed to qualify under the banking law,

notwithstanding any provision of the banking law to the contrary;

provided, however, that to the extent any such plan or program is in

violation of any such provision of the banking law with respect to

savings and loan associations, such plan or program shall be deemed to

qualify under the banking law only with respect to those officers and

employees who at the time when such conversion becomes effective (i) are

or have been officers or employees of the converting federal savings and

loan association, and (ii) have acquired a right or interest in such

plan or program which has vested in such officers or employees by

contractual arrangement in effect not less than six months prior to such

conversion or by reason of such officers or employees becoming eligible

and qualified under such plan or program. Notwithstanding the foregoing

provisions of this subdivision, the superintendent is authorized to

withhold his approval of the conversion of a federal savings and loan

association if in his opinion the benefits under such plans or programs

are unduly excessive.