A building and loan association may convert itself into a federal savings and loan association as authorized by the acts of congress described in section 1151.35 of the Revised Code, and pursuant to the rules and regulations prescribed thereunder, by proceedings as follows;
(A) The board of directors of the association shall adopt a resolution fixing the time and place of holding a special meeting of all the stockholders of every class, and shall cause not less than twenty days' written notice of such time and place and of the purpose of such meeting to be given to each such stockholder, either personally or by mail directed to him at his last known post-office address appearing upon the records of the association.
(B) At such meeting a resolution to make such conversion shall be adopted as provided in the "Home Owners' Loan Act of 1933" and amendments thereto.
(C) Within one week after the date of such stockholders' meeting, copies of the resolution of the board and of the minutes of such meeting of stockholders, together with a statement showing the giving of such notice, all verified by an affidavit of the president or a vice-president, and of the secretary or an assistant secretary of the association, shall be filed in the office of the superintendent of building and loan associations.
(D) Within eight months after the date of such stockholders' meeting, there shall be filed in the office of the superintendent:
(1) Two copies of the federal savings and loan association charter issued to the federal savings and loan association into which the conversion is to be made, each of which copies shall be certified by the authority issuing it, together with a payment of five dollars;
(2) A copy of a resolution of the board, or other authorized agency, of such federal savings and loan association, verified by affidavit of the proper custodian of its records, showing the assumption by such federal savings and loan association of all liabilities of the converting domestic associations as of the date on which conversion is to be completed, and the manner in which each class of such liabilities will be discharged or adjusted by such federal savings and loan association; but if such charter provides for such assumption, such copy need not be filed.
The superintendent may extend the time for the filing of any document required to be filed in his office by this section.
(E) When the requirements of divisions (A), (B), (C), and (D) of this section have been complied with, the superintendent shall within ten days thereafter file one copy of the federal savings and loan association charter, filed with him, with his approval indorsed thereon, in the office of the secretary of state, and for that purpose shall transmit the payment of five dollars to the secretary of state. Until such copy is filed in the office of the secretary of state, such association shall continue to have and exercise its corporate powers under its charter, constitution, and bylaws, and to be subject to the laws of this state and the authority of the superintendent, and its property and assets shall remain vested in it; but on the day and hour of such filing, such association shall be deemed converted into the federal savings and loan association evidenced by such charter, and thereupon:
(1) The corporate powers of the association under the laws of this state shall cease to exist and its constitution and bylaws shall cease to be in force.
(2) Its articles of incorporation shall be deemed canceled and annulled.
(3) All its property and assets, and every right, privilege, and interest then existing, belonging or pertaining to it, or which would inure to it, shall immediately, without any conveyance or transfer and without any further act or deed, be vested in and become the property of the successor federal savings and loan association, which shall hold and enjoy them in its own right, to the same extent as they were held and enjoyed by the association. All liens upon the property and assets of such association existing at the time of conversion shall be preserved unimpaired and limited in lien to the property or assets then affected thereby. This section does not deprive any person, firm, or corporation of any substantive right existing against such association at the time of such conversion, nor of the right to enforce any such right by proceedings against the property and assets transferred by operation of this division, in the event and to the extent that such substantive right is not satisfied or adjusted by the successor federal savings and loan association in accordance with its charter or with the resolution of assumption.
(4) The power and authority of the superintendent with respect to such association, its property, and its assets shall terminate.
Any action or proceeding pending by or against such association at the time of such conversion may be prosecuted to judgment, with right of appeal as in other cases, as if such conversion had not taken place, or the successor federal association may be substituted for such association.
A copy of each federal savings and loan association charter filed in the office of the secretary of state, certified by the secretary of state under the seal of his office and showing the day and hour of filing, shall be recorded in the office of the county recorder of the county in which the association had its principal office or place of business at the time of its conversion, and in each county in the state in which such association owned real estate at the time of its conversion, for which recording the recorder shall charge the same fees as for the recording of deeds.
Cite as R.C. § 1151.36
History. Effective Date: 10-01-1953