1151.61 Reorganization.

A savings and loan association may be reorganized, with the written consent of the deputy superintendent of savings and loan associations, in the following manner:

(A) The board of directors may adopt a plan of reorganization, which may include any change in the articles of incorporation, including changes of issued or unissued shares, which could be effected by amendment to the articles, except as otherwise provided in this section; the increase or reduction of the authorized capital stock, the stock credits, and the fully paid and issued capital stock; the determination or redetermination of the fair value to the association of its tangible or intangible assets; the allotment of a part of the amount so determined or redetermined to stock credits and to fully paid and issued capital stock, and a part to the reserve fund; the retention as reserve and undivided profits of any of the existing reserve and undivided profits; the manner, terms, and basis of converting or exchanging shares; and any other details that the board considers necessary or desirable. The board shall not adopt, and the superintendent shall not approve, any plan that, by amendment to the articles or otherwise, changes the purpose of the association from that of a savings and loan association within the meaning of section 1151.01 of the Revised Code.

(B) A special meeting of the stockholders shall be called, of which notice shall be given to each stockholder at the stockholder's last known post-office address as it appears on the records of the association, whether or not the stockholder is entitled to vote. At such meeting, the plan of reorganization, including any amendments of or additions to the plan proposed at the meeting, shall be considered, and a vote shall be taken on the question of its adoption. The adoption of the plan requires the vote, in person or by proxy, of the holders of fifty-one per cent of the stock. If the plan so provides, the board, within forty-five days after the day on which the vote is taken, may rescind the action of the shareholders if in its judgment the consummation of the plan will be against the best interests of the association because of the number of dissenting shareholders or the amount of stock owned by them.

(C) All shareholders dissenting from such plan are entitled to relief in the manner and under the conditions provided in section 1701.85 of the Revised Code, except that when the plan includes only a reduction in the authorized capital stock, in the stock credits, and in the fully paid and issued capital stock, the filing of the dissenting shareholder's demand for payment of the fair cash value of the dissenting shareholder's stock credits shall constitute an application for withdrawal or repurchase, and the fair cash value of the dissenting shareholder's stock credits as finally determined in accordance with that section shall be payable only at the times that are permitted under the dissenting shareholder's right of withdrawal or repurchase at the time such an application is filed.

(D) The plan shall become effective when it has been adopted by the shareholders and approved in writing by the superintendent, and the president or a vice-president, and the secretary or an assistant secretary, of the association have signed and filed in the office of the secretary of state a certificate of reorganization, with the consent of the superintendent endorsed on the certificate, containing a copy of the plan of reorganization, and also containing the following items, unless the item in question is included in the plan:

(1) All statements required by divisions (A)(1), (2), and (3) of section 1701.04 of the Revised Code to be included in the original articles of incorporation, and any provisions authorized by divisions (B)(3), (4), and (5) of that section which are to remain in effect or to be included as part of the plan;

(2) A statement of the amount of fully paid and issued capital stock, the amount of stock credits, and the amount of authorized capital stock, both before and after the reorganization.

(E) An association whose plan of reorganization is disapproved by the superintendent, within thirty days after the disapproval and by leave of court first obtained, may file, in the court of common pleas of Franklin county or of the county in which the association has its principal place of business, an action against the superintendent, alleging the facts upon which it relies for a reversal of the superintendent's action and praying for such a reversal. The action of the superintendent shall not be reversed unless the court finds that the superintendent exceeded the superintendent's power or abused the superintendent's discretion in disapproving the plan.

No order of court shall restrain the superintendent from making an examination of the association and its affairs at any time under sections 1155.09 and 1155.10 of the Revised Code.

Effective Date: 03-17-2000