NY Banking L § 410 (2021)
2021 New York Laws BNK - Banking Article 10 - Savings and Loan Associations 410 - Conversion of a Federal Savings and Loan Association Into a State Savings and Loan Association.

§ 410.  Conversion  of  a  federal savings and loan association into a   state savings and loan association. 1.  Any  federal  savings  and  loan   association  having  its  place  of  business  in this state may convert   itself into a state savings and  loan  association.  A  meeting  of  the   shareholders  shall  be held upon not less than ten 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. 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  (a)  at least sixty-six and two-thirds per   centum in amount of the book value of all outstanding shares, or (b)  at   least  seventy-five  per  centum  in  amount  of  the  book value of the   outstanding shares represented at the meeting, authorize the  conversion   of  such  federal  savings and loan association into a state savings and   loan association. 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.3.   There  shall  be  filed  with  such  copy  of  the  minutes,  the   organization certificate required by section three hundred  seventy-five   of  this  article, executed by a majority of the directors, and proposed   by-laws as  required  by  section  three  hundred  seventy-six  of  this   article.  The  federal  savings and loan association shall also submit a   written plan of conversion  to  the  superintendent,  together  with  an   investigation  fee  as  described pursuant to section eighteen-a of this   chapter.4. Within sixty days after such filing, the federal savings  and  loan   association  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 federal savings and loan association and   shall  thereupon be converted into a state savings and loan association,   but such 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  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 federal savings and loan association shall immediately by act of law   and  without any conveyance or transfer become the property of the state   savings and loan association and the state savings and loan  association   shall  succeed  to  all  the  rights,  obligations  and relations of the   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 payment 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  and  loan associations, 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.