GA Code § 7-1-668 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 3 - Credit Unions|Part 3 - Operation and Regulation|§ 7-1-668. Conversion of State and Federal Credit Unions

  Any credit union operating in this state may convert into a federal chartered credit union, and any federal credit union may convert into a credit union organized under this chapter upon approval of the authority under whose supervision the converted credit union will operate and upon compliance with applicable federal laws as to a converted federal credit union and upon compliance with applicable state laws as to a converted credit union. In the case of a federal credit union converting to a state credit union, such converting credit union may keep its existing members at the time of conversion, but after conversion eligibility for membership in the converted credit union must comply with state law. If there are other areas of noncompliance with state law, the credit union must provide the department with a plan to bring those areas into compliance with Georgia law within a reasonable period, to be determined by the department.   The procedure for obtaining such approval and effecting the conversions in the case of a credit union shall be as follows:   A meeting of the board of directors, either regular or special, shall be called for the purpose of voting on converting from a federal credit union to a credit union or from a credit union to a federal credit union. A majority of the board of directors shall adopt a resolution approving the contemplated conversion;   A meeting, either regular or special, of the members shall then be called for voting on the proposed conversion. Notice of said meeting shall be given in the manner prescribed in Code Section 7-1-6 and shall include a statement indicating that the proposed conversion will be considered at the meeting. Proof of giving of the notice shall be by the affidavit of the president of the credit union. A majority of the members present at this meeting shall then approve the proposed conversion; and   Within ten days after such approval of the conversion, the president or vice-president and treasurer shall file a verified copy of the resolution adopted by the board of directors with the state or federal authority under whose supervision the converting credit union is to operate.   The articles of conversion, which shall contain:   Its name and the name of the resulting credit union;   The street address and county of its main office;   The name and initial registered agent and the street address where the initial registered office will be located;   The votes by which the plan of conversion was adopted and the time, place, and notice of each meeting conducted in connection with such adoption;   The name and county of residence of each director of the resulting credit union;   The provisions required in articles of a new credit union by paragraphs (6), (7), and (8) of subsection (a) of Code Section 7-1-630; and   The plan of conversion;     The fees required by Code Section 7-1-862;   An application and information desired by the department in order to evaluate the proposed conversion, in the form specified by the department;   Applicable fees established by regulation of the department to defray the expenses of its investigation of the conversion application; and   A certificate from the Secretary of State showing that the proposed name of the resulting credit union has been reserved pursuant to Code Section 7-1-131;  The department shall conduct such investigation as it deems necessary to ascertain whether:    The articles of conversion and supporting items satisfy the requirements of this chapter;   The plan adequately protects the interests of depositors, other than creditors; and   The requirements for a conversion under all applicable laws have been satisfied and the resulting institution would satisfy the applicable requirements of this chapter; and  Within 90 days after receipt of the articles and all of the filings required by this subsection, the department shall, in its discretion, approve or disapprove the articles on the basis of its investigation and the criteria set forth in this Code section. If the department approves the application, it shall deliver written approval with a copy of the articles attached to the Secretary of State and notify the federal credit union, and any other parties to the plan, of its action, provided that, if approval of any federal agency is required, the department may elect to not act on the application until such federal approval is given. If the department disapproves the application, it shall give written notice to the federal credit union and any other parties to the plan of its disapproval and a statement to them generally of the reasons for its decision.        Upon the issuance of the certificate of conversion by the Secretary of State, in accordance with the requirements in Code Section 7-1-554, and the written approval of the department for conversions to credit unions and with the written approval of the National Credit Union Administration for conversions to federal credit unions, the converting credit union shall then become a credit union under the laws of this state or the United States, as the case may be; and thereupon all assets shall become the property of the new credit union or federal credit union, as the case may be, subject to all existing liabilities, and every person who was a member of the converting credit union shall be a member in the new credit union or federal credit union.     Conversions by state chartered credit unions to financial institutions other than credit unions or financial institutions other than credit unions to state chartered credit unions shall be effected by approval of the department and compliance with any other applicable law. The department may prescribe other requirements in order to protect the rights of members or the funds invested.   In conversions by state chartered credit unions to financial institutions other than credit unions, procedures provided in subsection (b) of this Code section shall be followed for obtaining approval from the department and effecting such conversions, provided that two-thirds of the members voting shall be required to approve a proposed conversion.   In conversions by financial institutions other than credit unions to state chartered credit unions, the department shall prescribe procedures for financial institutions to seek approval from the department to convert to a credit union. Such procedures shall include:   The procedures provided in subsection (b) of this Code section;   The submission of a conversion plan by the converting financial institution. A conversion plan shall include the following, where applicable:   How the converting financial institution will comply with credit union membership requirements;   Plans for the divestment of its board of directors of stock options;   Plans for the divestment of capital stock;   Plans for the phase out of all impermissible investments;   Plans for compliance with credit union business loan limitations; and   Any other such information as required by the department; and     The converting financial institution shall perform a complete policy review to address appraisal restrictions, lending restrictions, investment restrictions, corporate structure restrictions, and power structure in order to ensure compliance with this article and regulations of the department.     The department may authorize a credit union resulting from a charter conversion under this Code section to do the following:   Complete any activities that the converting financial institution legally engaged in at the effective time of the charter conversion but that otherwise are not permitted for credit unions, provided that the transitional period during which such activities are carried out does not exceed five years after the effective date of the charter conversion; and   Retain for the transitional period any assets that the converting financial institution legally held at the effective time of the charter conversion that otherwise may not be held by credit unions, provided that such transitional period during which such assets are retained does not exceed five years after the effective date of the charter conversion.        (b.1)In addition to the requirements of subsection (b) of this Code section, in the case of a federal credit union converting to a credit union:   The federal credit union shall file with the department:   (Code 1933, § 41A-3119, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 2005, p. 826, § 24/SB 82; Ga. L. 2015, p. 5, § 7/HB 90; Ga. L. 2015, p. 344, § 25/HB 184; Ga. L. 2017, p. 193, § 21/HB 143; Ga. L. 2021, p. 323, § 34/HB 111.)    The 2021 amendment,  effective July 1, 2021, added subsection (b.1) and substituted "Upon the issuance of the certificate of conversion by the Secretary of State, in accordance with the requirements in Code Section 7-1-554, and the written approval" for "Upon the written approval" at the beginning of subsection (c).   RESEARCH REFERENCES   Am. Jur. 2d.   - 10 Am. Jur. 2d, Banks and Financial Institutions, § 235 et seq.   C.J.S.   - 12A C.J.S., Building and Loan Associations, Savings and Loan Associations, and Credit Unions, §§ 240, 241.