1151.38 Conversion of federal association into state association.

As used in this section, "federal association" means a federal savings and loan association, and "state association" means a state savings and loan association.

Any federal association having its home office in this state may convert or reorganize into a state association under this section and section 1151.39 of the Revised Code by proceeding as follows:

(A) The board of directors of the federal association, at any regular or special meeting called for that purpose, shall adopt a plan to convert or reorganize into a state association.

(B) The plan and any amendments or additions to the plan shall be considered, and a vote shall be taken on the question of its adoption, at an annual meeting of the members of the federal association or at any special meeting of the members of the federal association called to consider the action. If the bylaws of the federal association do not require written notice of the annual or special meeting, written notice of the time, place, and purpose of such meeting shall be mailed by the federal association, postage prepaid, at least ten days prior to the date on which such meeting convenes, to each member of record of the federal association, but the mailing shall not be a condition precedent to, nor shall any defect in the mailing affect the validity of, the meeting. The adoption of the plan shall require the vote of fifty-one per cent or more of the votes cast by the members present in person or by proxy at such meeting.

(C) Two copies of the minutes of such meeting, together with a statement showing the giving of the written notice, and two copies of the minutes of the meeting of the members of the board of the federal association, all verified by an affidavit of the secretary or other proper custodian of the records of the federal association, shall be filed both in the office of the superintendent of financial institutions and with the federal home loan bank board. Such verified copies, when filed, shall be presumptive evidence of the holding and action of such meeting.

(D) A majority of the members of the board of the federal association, which majority shall consist of not less than three directors, a majority of whom are citizens of the United States, shall subscribe to, acknowledge, and file articles of incorporation in the office of the secretary of state. Two copies of the articles shall be filed with the federal home loan bank board. The articles shall set forth all of the following:

(1) All statements required by divisions (A)(1), (2), and (3) of section 1701.04 of the Revised Code and any desired provision authorized by divisions (B)(3), (4), and (5) of that section;

(2) A statement showing that the state association is incorporated by conversion or reorganization from the federal association;

(3) A statement showing the assumption by the state association of all shares, accounts, and liabilities of the federal association as of the date on which the conversion or reorganization is to be completed, and the manner in which each class of such shares, accounts, and liabilities will be discharged or adjusted by the state association.

Upon receipt of the articles, the secretary of state shall forthwith transmit to the superintendent a copy of the articles. If it appears that the state association, if formed, will be entitled to commence the business for which it is organized, the superintendent shall so certify to the secretary of state, who shall record the articles upon that certificate.

(E) On the day and hour of such recording, the federal association shall be deemed converted or reorganized into the state association, and upon that conversion or reorganization, both of the following apply:

(1) All the federal association's property and assets, and every right, privilege, and interest then existing, belonging or pertaining to it or which would inure to it, immediately, without any conveyance or transfer and without any further act, shall be vested in and become the property of the successor state association, which shall hold and enjoy them in its own right, to the same extent as they were held and enjoyed by the federal association. All liens upon the property and assets of the federal association existing at the time of conversion shall be preserved unimpaired and limited in lien to the property or assets then affected by liens. This section does not deprive any person, firm, or corporation of any substantive right existing at the time of conversion against the federal association, nor of the right to enforce any such right of that nature by proceedings against the property and assets transferred by operation of this division, in the event and to the extent that the substantive right is not satisfied or adjusted by the successor state association in accordance with its articles.

(2) The state association shall commence business and shall be subject to the laws of this state relating to domestic savings and loan associations.

Any action or proceeding pending by or against the federal association at the time of the conversion or reorganization may be prosecuted to judgment, with right of appeal, as in other cases, as if the conversion or reorganization had not taken place, or the successor state association may be substituted for the federal association.

A copy of the articles recorded in the office of the secretary of state, certified by the secretary of state under the seal of the secretary of state's office and showing the day and hour of recording, shall be recorded in the office of the county recorder of the county in which the federal association had its principal office or place of business at the time of its conversion or reorganization and in each county in the state in which the federal association owned real estate at the time of its conversion or reorganization, for which recording the recorder shall charge the same fees as for the recording of deeds. Two copies of the articles, as so recorded and certified and showing the date and hour of the recording, shall be filed with the federal home loan bank board.

Effective Date: 03-17-2000