NY Banking L § 411 (2021)
2021 New York Laws BNK - Banking Article 10 - Savings and Loan Associations 411 - Conversion of a Savings and Loan Association or Federal Savings and Loan Association Into a Savings Bank.

§ 411. Conversion of a savings and loan association or federal savings   and  loan  association  into  a  savings  bank.  1. Any savings and loan   association or federal savings and loan association having its place  of   business  in  this  state  may  convert  itself into a savings bank upon   receiving the approval of its shareholders  and  the  superintendent  as   hereinafter  provided.  A meeting of the shareholders shall be held upon   not less than twenty 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   and  the  effect of the proposed conversion upon the shareholders' right   to vote on matters affecting the management  of  the  resulting  savings   bank. 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 at least sixty-six and two-thirds per centum in   amount of the book value of all outstanding shares  represented  at  the   meeting,  authorize  the conversion of such savings and loan association   or federal savings and loan association into a savings bank  subject  to   the  approval  of the superintendent as hereinafter provided.  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,   together  with  a  statement  setting forth the reasons why the board of   directors believe the conversion would be in the best interests  of  the   savings and loan association or federal savings and loan association and   the  public,  and  such  other  information  as  the  superintendent may   require. If the superintendent determines that the  proposed  conversion   would  be  in  the best interests of the savings and loan association or   federal savings and loan association and the public, he shall so  advise   the  board  of  directors of the savings and loan association or federal   savings and loan association and deliver to them his written approval of   the proposed conversion.3.  Upon  receiving  the  superintendent's  written  approval  of  the   proposed  conversion,  there shall be filed with the superintendent, the   organization certificate required by section two hundred thirty of  this   chapter,  executed  by a majority of the directors, and proposed by-laws   as required by section two hundred fifty-one of this chapter.4. Within sixty days after such filing, or such additional time as the   superintendent may authorize in writing,  a  federal  savings  and  loan   association  proposing  to  convert  to  a savings bank pursuant to this   section 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 savings and loan association or  federal   savings and loan association, as the case may be, and shall thereupon be   converted  into a savings bank, but such savings and loan association or   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 savings and loan association or 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   savings   and   loan  association  or  federal  savings  and  loan   association, as the case may be, shall immediately by  act  of  law  and    without  any  conveyance  or transfer become the property of the savings   bank and the savings bank shall succeed  to  all  the  offices,  rights,   obligations  and  relations  of  such  savings  and  loan association or   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 payments 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 banks, 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.