2023 Indiana Code › Title 28. Financial Institutions › Article 15. Savings Associations › Chapter 14. Merger or Consolidation With Federal Savings Association › 28-15-14-4. Conversion of Federal Savings Association to State Chartered Savings Association; Resolution; Articles of Incorporation; Findings Required for Approval by Department; Certificate of Incorporation

Sec. 4. (a) Subject to regulations prescribed by the Office of the Comptroller of the Currency or its successor, a federal savings association located in Indiana or in any other state, by resolution approved by its board of directors and adopted by a vote of fifty-one percent (51%) or more of the votes cast at any annual meeting or at any special meeting of its members called to consider the action, may convert itself into a state chartered savings association under this article.
(b) A resolution referred to in subsection (a), when adopted by the members of a federal savings association, must:
(1) designate the names and the number of the directors who will serve as directors of the savings association after the conversion takes effect; and
(2) authorize the directors to execute articles of incorporation.
(c) The articles of incorporation executed under this section must include the contents required by IC 28-12-2-1 except that, instead of disclosing the name and address of each incorporator as required by IC 28-12-2-1(4), the articles must:
(1) indicate that the savings association is incorporated by conversion of a federal savings association into a state chartered savings association; and
(2) state the name of the federal savings association converted under this section.
(d) The department must receive from the federal savings association:
(1) three (3) copies of the resolution, certified by the secretary or assistant secretary of the federal savings association; and
(2) the articles of incorporation, in triplicate, signed and acknowledged by the directors designated under subsection (b)(1).
(e) The department shall approve or disapprove the proposed conversion of a federal savings association into a state chartered savings association under this section. The department may not approve a proposed conversion unless the department, after appropriate investigation or examination, finds all of the following:
(1) That the state chartered savings association resulting from the conversion will operate in a safe, sound, and prudent manner.
(2) That the proposed charter conversion will not result in a state chartered savings association that has:
(A) inadequate capital;
(B) unsatisfactory management; or
(C) poor earnings prospects.
(3) That the management or other principals of the savings association are qualified by character and financial responsibility to control and operate in a legal and proper manner the proposed state chartered savings association.
(4) That the interests of the depositors, the creditors, and the public generally will not be jeopardized by the proposed charter conversion.
(f) If the department approves the resolution and articles of incorporation submitted under subsection (d), the department shall:
(1) indicate its approval on the resolution and articles of incorporation in the manner prescribed by IC 28-12-5-1; and
(2) present the articles of incorporation to the secretary of state.
(g) If the secretary of state finds that the articles of incorporation conform to law, the secretary of state shall:
(1) endorse the secretary's approval on the copies of the articles of incorporation;
(2) when all fees required by law have been paid:
(A) file one (1) copy of the articles of incorporation in the secretary's office; and
(B) issue a certificate of incorporation to the savings association; and
(3) return the certificate of incorporation and two (2) copies of the articles of incorporation to the directors of the savings association designated under subsection (b)(1).
(h) The conversion of a federal savings association into a state chartered savings association under this section is effective when the secretary of state issues the certificate of incorporation under subsection (g). However, before the savings association may transact business under this article or incur indebtedness, except indebtedness that is incidental to its organization, one (1) of the copies of its articles of incorporation bearing the endorsement of the approval of the department and of the secretary of state must be filed for record with the recorder of the county in which the principal office of the savings association is located.
As added by P.L.193-1997, SEC.2. Amended by P.L.27-2012, SEC.119; P.L.29-2022, SEC.19.