reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.6. Charter Conversion of Mutual or Stock Savings Associations to Commercial Banks › 28-1-21.6-10. Approval or Disapproval of Conversion Plan; Requirements

Sec. 10. (a) The department may approve or disapprove the plan of charter conversion filed under section 9 of this chapter.
(b) Solicitation of the votes of voting parties may occur before receipt of the approval of the department.
(c) The department may not approve the plan of charter conversion unless the department finds, after appropriate investigation or examination, and without the requirement of a public hearing, that the following requirements have been fulfilled:
(1) That the resulting commercial bank will operate in a safe, sound, and prudent manner.
(2) That the proposed charter conversion will not result in a commercial bank that has inadequate capital, unsatisfactory management, or 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 commercial bank proposed to be formed as a result of the charter conversion.
(4) That the interests of the depositors, the creditors, and the public generally will not be jeopardized by the proposed charter conversion.
As added by P.L.147-1990, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.6. Charter Conversion of Mutual or Stock Savings Associations to Commercial Banks › 28-1-21.6-11. Powers and Duties of Resulting Commercial Bank

Sec. 11. Upon conversion of a savings association, the resulting commercial bank:
(1) possesses all of the rights, privileges, immunities, and powers of a commercial bank;
(2) unless otherwise provided in this chapter, is subject to all of the duties, restrictions, obligations, and liabilities of a commercial bank; and
(3) succeeds by operation of law to all rights and property of the converting savings association and shall be subjected to all debts, obligations, and liabilities of the converting savings association as if the commercial bank had incurred the debts and liabilities.
As added by P.L.147-1990, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.6. Charter Conversion of Mutual or Stock Savings Associations to Commercial Banks › 28-1-21.6-12. Transitional Powers

Sec. 12. The department may authorize the resulting commercial bank to do the following:
(1) Wind up any activities legally engaged in by the savings association at the time of charter conversion not permitted to commercial banks.
(2) Retain any assets legally held by the savings association at the effective time of the charter conversion that may not be held by commercial banks for a transitional period.
The terms and conditions of the transitional period under subdivisions (1) and (2) are subject to the discretion of the department. However, the transitional period may not exceed ten (10) years after the effective time of the charter conversion.
As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993, SEC.37.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.6. Charter Conversion of Mutual or Stock Savings Associations to Commercial Banks › 28-1-21.6-13. Retention of Branches

Sec. 13. Notwithstanding IC 28-2-13, a commercial bank created by charter conversion may retain all branches lawfully established.
As added by P.L.147-1990, SEC.2. Amended by P.L.42-1993, SEC.38.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.6. Charter Conversion of Mutual or Stock Savings Associations to Commercial Banks › 28-1-21.6-14. Articles of Conversion; Filing

Sec. 14. In order to effect the charter conversion, the converting savings association shall file articles of charter conversion, bearing the approval of the director of the department, with the secretary of state. The converting savings association shall also file copies of the articles of charter conversion with the county recorder of the county where the principal office of the commercial bank is located.
As added by P.L.147-1990, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.6. Charter Conversion of Mutual or Stock Savings Associations to Commercial Banks › 28-1-21.6-15. Statutes and Rules Applicable to Converted Bank

Sec. 15. Upon the effective time of charter conversion, the converted commercial bank shall, unless otherwise provided in this chapter, immediately become subject to all statutes and rules applicable to commercial banks.
As added by P.L.147-1990, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-1. "Department"

Sec. 1. As used in this chapter, "department" means the department of financial institutions and, if applicable, the department's authorized delegate.
As added by P.L.147-1990, SEC.3.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-2. "Effective Time of the Mutual Bank Conversion"

Sec. 2. As used in this chapter, "effective time of the mutual bank conversion" means:
(1) the date that articles of mutual bank conversion are filed with the secretary of state; or
(2) the date designated in the articles of mutual bank conversion.
As added by P.L.147-1990, SEC.3. Amended by P.L.122-1994, SEC.83.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-3. "Mutual Bank"

Sec. 3. (a) As used in this chapter, "mutual bank" means a mutual savings bank governed by IC 28-6.1.
(b) A reference in IC 28-6.1 to formation and operation of a savings bank by a board means formation by conversion under this chapter and operation by a board of directors elected by members under IC 28-13.
(c) IC 28-6.1-3 does not apply to mutual banks formed by conversion under this chapter.
As added by P.L.147-1990, SEC.3. Amended by P.L.42-1993, SEC.39.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-4. "Mutual Bank Conversion"

Sec. 4. As used in this chapter, "mutual bank conversion" means the conversion of a savings association to a mutual bank.
As added by P.L.147-1990, SEC.3.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-5.1. "Primary Federal Regulator"

Sec. 5.1. As used in this chapter, "primary federal regulator" means the federal agency primarily responsible for the regulation of:
(1) savings associations; or
(2) savings association holding companies;
organized under the laws of any state or the United States.
As added by P.L.27-2012, SEC.62.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-6. "Savings Association"

Sec. 6. As used in this chapter, "savings association" means an institution (as defined in 12 U.S.C. 1813(b)) that maintains its principal office in Indiana. The term includes federally chartered savings associations and savings banks, and state savings and loan associations and building and loan associations, but only if held in the mutual form of ownership.
As added by P.L.147-1990, SEC.3.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-7. "Voting Parties"

Sec. 7. As used in this chapter, "voting parties" means a mutual savings association's depositors or members. Voting parties have the voting rights stipulated by the bylaws of the converting savings association.
As added by P.L.147-1990, SEC.3.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-8. Conversion Upon Approval

Sec. 8. Any savings association may, upon approval of the department and, if required by federal law, the primary federal regulator, effect a mutual bank conversion.
As added by P.L.147-1990, SEC.3. Amended by P.L.27-2012, SEC.63.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-9. Procedures for Conversion

Sec. 9. The department shall prescribe procedures for mutual bank conversions. The procedures prescribed by the department must include the following:
(1) The savings association shall prepare and submit a plan of mutual bank conversion to the department that provides the terms and conditions of the mutual bank conversion as required by the department. However, if the plan of mutual bank conversion complies with the requirements of the primary federal regulator, the plan shall be considered adequate.
(2) The plan of mutual bank conversion must be adopted by not less than a majority of the board of directors of the savings association.
(3) Upon approval of a plan of mutual bank conversion by the board of directors of the savings association, the plan of mutual bank conversion and a certified copy of the resolution of the board of directors approving the plan of mutual bank conversion shall be submitted to the department for approval.
(4) The plan of mutual bank conversion shall be conditioned upon the approval of not less than a majority of the total number of votes cast at a regular or special meeting of the voting parties. The method used to notify the voting parties of the meeting held to consider a plan of mutual bank conversion must be approved by the director of the department. The director may require the converting savings association to provide the voting parties with information regarding the plan of mutual bank conversion.
(5) The savings association shall provide to the department the additional relevant information requested by the department in connection with the plan of mutual bank conversion.
As added by P.L.147-1990, SEC.3. Amended by P.L.33-1991, SEC.21; P.L.42-1993, SEC.40; P.L.122-1994, SEC.84; P.L.27-2012, SEC.64.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-10. Approval or Disapproval of Conversion Plan; Requirements

Sec. 10. (a) The department may approve or disapprove the plan of mutual bank conversion filed under section 9 of this chapter.
(b) Solicitation of the votes of voting parties may occur prior to receipt of the approval of the department.
(c) The department may not approve the plan of mutual bank conversion unless the department finds, after appropriate investigation or examination, and without the requirement of a public hearing, that the following requirements have been fulfilled:
(1) That the resulting mutual bank will operate in a safe, sound, and prudent manner.
(2) That the proposed mutual bank conversion will not result in a mutual bank that has inadequate capital, unsatisfactory management, or 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 mutual bank proposed to be formed as a result of the mutual bank conversion.
(4) That the interests of the depositors and creditors, and of the public generally, will not be jeopardized by the proposed mutual bank conversion.
As added by P.L.147-1990, SEC.3.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-11. Powers and Duties of Resulting Mutual Bank

Sec. 11. Upon conversion of a savings association, the resulting mutual bank:
(1) possesses all of the rights, privileges, immunities, and powers of a mutual bank;
(2) unless otherwise provided in this chapter, is subject to all of the duties, restrictions, obligations, and liabilities of a mutual bank; and
(3) succeeds by operation of law to all rights and property of the converting savings association and shall be subjected to all debts, obligations, and liabilities of the converting savings association as if the mutual bank had incurred the debts and liabilities.
As added by P.L.147-1990, SEC.3.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-12. Transitional Powers

Sec. 12. The department may authorize the resulting mutual bank to do the following:
(1) Wind up any activities legally engaged in by the savings association at the time of mutual bank conversion not permitted to mutual banks.
(2) Retain any assets legally held by the savings association at the time of the mutual bank conversion that may not be held by mutual banks for a transitional period.
The terms and conditions of the transitional period under subdivisions (1) and (2) are subject to the discretion of the department. However, the transitional period may not exceed ten (10) years after the effective time of the mutual bank conversion.
As added by P.L.147-1990, SEC.3. Amended by P.L.42-1993, SEC.41.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-13. Retention of Branches

Sec. 13. Notwithstanding IC 28-6.1-12, a mutual bank created by charter conversion may retain all branches lawfully established.
As added by P.L.147-1990, SEC.3. Amended by P.L.42-1993, SEC.42.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-14. Articles of Conversion; Filing

Sec. 14. In order to effect the mutual bank conversion, the converting savings association shall file articles of mutual bank conversion, bearing the approval of the director of the department, with the Indiana secretary of state. The converting savings association shall also file copies of the articles of mutual bank conversion with the county recorder of the county where the principal office of the mutual bank is located.
As added by P.L.147-1990, SEC.3.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.7. Charter Conversion of Mutual Savings Associations to Mutual Savings Banks › 28-1-21.7-15. Statutes and Rules Applicable to Converted Bank

Sec. 15. Upon the effective time of mutual bank conversion, the converted mutual bank, unless otherwise provided in this chapter, immediately becomes subject to all statutes and rules applicable to mutual banks.
As added by P.L.147-1990, SEC.3.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-1. Conversion Plan

Sec. 1. As used in this chapter, "conversion plan" refers to the stock savings bank conversion plan required by this chapter.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-2. Effective Time of the Charter Conversion

Sec. 2. As used in this chapter, "effective time of the charter conversion" means:
(1) the date that articles of conversion are filed with the secretary of state; or
(2) the date designated in the articles of conversion.
As added by P.L.42-1993, SEC.43. Amended by P.L.122-1994, SEC.85.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-3.1. Primary Federal Regulator

Sec. 3.1. As used in this chapter, "primary federal regulator" means the federal agency primarily responsible for the regulation of:
(1) savings associations; or
(2) savings association holding companies;
organized under the laws of any state or the United States.
As added by P.L.27-2012, SEC.66.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-4. Savings Association

Sec. 4. (a) As used in this chapter, "savings association" means an institution (as defined in 12 U.S.C. 1813(b)) that maintains its principal office in Indiana.
(b) The term includes:
(1) federally chartered savings associations and savings banks; and
(2) state savings and loan associations and building and loan associations;
whether in stock or mutual form of ownership.
(c) The term does not include mutual savings banks or stock savings banks.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-5. Stock Savings Bank

Sec. 5. As used in this chapter, "stock savings bank" means a savings bank owned by holders of capital stock and formed by conversion under this chapter.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-6. Stock Savings Bank Conversion

Sec. 6. As used in this chapter, "stock savings bank conversion" means the conversion of a savings association to a stock savings bank, including any of the following:
(1) A conversion in connection with the formation of a holding company.
(2) An acquisition involving an existing corporation.
(3) The merger with an existing financial institution.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-7. Voting Parties

Sec. 7. As used in this chapter, "voting parties" means the following:
(1) In the case of a mutual savings association, the mutual savings association's depositors or members.
(2) In the case of a stock savings association, the stock savings association's stockholders.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-8. Conversion to Stock Savings Banks

Sec. 8. With the approval of the department, a stock savings association may convert to a stock savings bank under this chapter.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-9. Conversion Procedures

Sec. 9. (a) The department shall prescribe procedures for stock savings bank conversions.
(b) The procedures prescribed by the department must include the following:
(1) The savings association must prepare and submit a conversion plan to the department that provides the terms and conditions of the stock savings bank conversion as required by the department. The resulting stock savings bank is not required to register its stock under the Securities and Exchange Act of 1934 (15 U.S.C. 77b et seq.) unless required by other applicable laws or regulations. A conversion plan is sufficient if it complies with the requirements of the primary federal regulator. In case of a stock savings bank conversion by a mutual savings association, the conversion plan must specify the manner of distribution of stock in conformance with the primary federal regulator's regulations unless otherwise provided in this chapter.
(2) The conversion plan must be adopted by not less than a majority of the board of directors of the savings association.
(3) Upon approval of the conversion plan by the board of directors of the savings association, the conversion plan and a certified copy of the resolution of the board of directors approving the conversion plan must be submitted to the department for approval.
(4) The conversion plan must be conditioned on the approval of not less than a majority of the total number of votes eligible to be cast at a regular or special meeting of the voting parties. In obtaining the approval of the conversion plan by the voting parties, the converting savings association shall provide to the voting parties the information regarding the conversion plan required by the department. In determining the information that must be provided, the department shall give due consideration to the requirements of the primary federal regulator's regulations relating to proxy statements governed by Section 14 of the Security and Exchange Act of 1934 (15 U.S.C. 78n).
(5) The savings association shall provide to the department additional relevant information requested by the department regarding the conversion plan.
(c) Voting parties have the voting rights provided by the bylaws or charter of the converting savings association.
As added by P.L.42-1993, SEC.43. Amended by P.L.27-2012, SEC.67.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-10. Approval or Disapproval of Conversion Plans by Department; Hearings; Solicitation of Votes

Sec. 10. (a) The department may approve or disapprove the conversion plan filed under section 9 of this chapter.
(b) The department is not required to hold a hearing on the conversion plan.
(c) Solicitation of the votes of voting parties may occur before the savings association receives the department's approval of the conversion plan if the director of the department has reviewed the proxy solicitation material and has notified the savings association in writing that the department does not object to use of the material.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-11. Conditions for Approval of Conversion Plans

Sec. 11. The department may not approve the conversion plan unless the department finds, after appropriate investigation or examination, all of the following:
(1) That the resulting stock savings bank will operate in a safe, sound, and prudent manner.
(2) That the proposed stock savings bank conversion will not result in a stock savings bank that has inadequate capital, unsatisfactory management, or 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 stock savings bank.
(4) That the interests of the depositors, creditors, and public generally will not be jeopardized by the proposed stock savings bank conversion.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-12. Rights and Obligations of Converted Stock Savings Banks

Sec. 12. At the effective time of the charter conversion, the resulting stock savings bank:
(1) possesses all of the rights, privileges, immunities, and powers of a stock savings bank;
(2) unless otherwise provided in this chapter, is subject to all of the statutes, rules, duties, restrictions, obligations, and liabilities of a stock savings bank;
(3) succeeds by operation of law to all rights and property of the converting savings association; and
(4) is subject to all debts, obligations, and liabilities of the converting savings association as if the stock savings bank had incurred the debts and liabilities.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-13. Transitional Period

Sec. 13. The department may authorize the resulting stock savings bank to do the following:
(1) Wind up any activities legally engaged in by the savings association at the effective time of the charter conversion not permitted to stock savings banks.
(2) Retain for a transitional period any assets legally held by the savings association at the effective time of the charter conversion that otherwise may not be held by stock savings banks.
The terms and conditions of the transitional period under subdivisions (1) and (2) are subject to the discretion of the department. However, the transitional period may not exceed ten (10) years after the effective time of the charter conversion.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-14. Retention of Branches

Sec. 14. Notwithstanding IC 28-6.1-12, a stock savings bank created by a stock savings bank conversion may retain all branches lawfully established.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-15. Articles of Conversion

Sec. 15. (a) To effect the stock savings bank conversion, the converting savings association must file with the secretary of state articles of conversion showing the approval of the director of the department.
(b) The converting savings association shall record copies of the articles of conversion with the county recorder of the county where the principal office of the stock savings bank is located.
(c) The articles of conversion constitute articles of incorporation and must set forth the elements required in IC 28-12-2-1.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-16. Application of Banking Law

Sec. 16. (a) Except as provided in subsection (c), a stock savings bank formed under this chapter is governed by IC 28-6.1.
(b) For purposes of a stock savings bank formed under this chapter, references in IC 28-6.1 to formation and operation by a board means:
(1) formation by conversion under this chapter; and
(2) operation by a board of directors elected by shareholders under IC 28-13.
(c) IC 28-6.1-3 does not apply to a stock savings bank formed under this chapter.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.8. Charter Conversion of a Mutual or Stock Savings Association to a Stock Savings Bank › 28-1-21.8-17. Rules

Sec. 17. The department may adopt rules under IC 4-22-2 or policies to implement this chapter.
As added by P.L.42-1993, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-1. Charter Conversion

Sec. 1. As used in this chapter, "charter conversion" means the conversion of a savings bank to a stock savings bank, including any of the following:
(1) A conversion in connection with the formation of a holding company.
(2) An acquisition involving an existing corporation.
(3) A merger with an existing financial institution.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.36.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-2. Conversion Plan

Sec. 2. As used in this chapter, "conversion plan" refers to the plan of charter conversion of a savings bank to a stock savings bank required by this chapter.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.37.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-3. Effective Time of the Charter Conversion

Sec. 3. As used in this chapter, "effective time of the charter conversion" means:
(1) the date that articles of conversion are filed with the secretary of state; or
(2) the date designated in the articles of conversion.
As added by P.L.42-1993, SEC.44. Amended by P.L.122-1994, SEC.86.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-5.1. Primary Federal Regulator

Sec. 5.1. As used in this chapter, "primary federal regulator" means the federal agency primarily responsible for the regulation of:
(1) savings associations (as defined in IC 28-15-1-11); or
(2) savings association holding companies;
organized under the laws of any state or the United States.
As added by P.L.27-2012, SEC.69.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-5.5. Savings Bank

Sec. 5.5. As used in this chapter, "savings bank" has the meaning set forth in IC 28-6.1-2-6.
As added by P.L.262-1995, SEC.38.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-6. Stock Savings Bank

Sec. 6. As used in this chapter, "stock savings bank" means a savings bank that is:
(1) owned by holders of capital stock; and
(2) formed by conversion under this chapter.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.39.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-7. Voting Parties

Sec. 7. As used in this chapter, "voting parties" means the:
(1) depositors; and
(2) borrowers;
of a savings bank.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.40.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-8. Conversion to Stock Savings Banks

Sec. 8. With the approval of the department, a savings bank may convert its charter under this chapter.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.41.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-9. Conversion Procedures

Sec. 9. (a) The department shall prescribe procedures for charter conversions under this chapter.
(b) The procedures prescribed by the department must include the following:
(1) The savings bank must prepare and submit a conversion plan to the department that provides the terms and conditions of the charter conversion as required by the department. The conversion plan shall stipulate the manner of distribution of stock.
(2) The conversion plan must be adopted by not less than a majority of the board of directors of the savings bank.
(3) Upon approval of a plan of charter conversion by the board of directors of the savings bank, the conversion plan and a certified copy of the resolution of the board of directors approving the conversion plan shall be submitted to the department for approval.
(4) The conversion plan shall be conditioned upon the approval of not less than a majority of the total number of votes eligible to be cast at a regular or special meeting of the voting parties. In obtaining the approval of the conversion plan by the voting parties, the converting savings bank shall provide to the voting parties the information regarding the conversion plan that the department requires. In determining the information that must be provided, the department shall give due consideration to the requirements of the primary federal regulator's regulations relating to proxy statements governed by Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n).
(5) The savings bank shall provide to the department the additional relevant information requested by the department in connection with the conversion plan.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.42; P.L.27-2012, SEC.70.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-9.5. Voting Rights

Sec. 9.5. The voting parties of a savings bank have the voting rights set forth in IC 28-13-6-2 with respect to a charter conversion of the savings bank under this chapter.
As added by P.L.262-1995, SEC.43.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-10. Approval or Disapproval of Conversion Plans by Department; Hearings; Solicitation of Votes

Sec. 10. (a) The department may approve or disapprove the conversion plan filed under section 9 of this chapter.
(b) The department is not required to hold a hearing on the conversion plan.
(c) Solicitation of the votes of voting parties may occur before the savings bank receives approval of the department, if the director of the department has reviewed the proxy solicitation material and has notified the savings bank in writing that the department does not object to use of the material.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.44.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-11. Conditions for Approval of Conversion Plans

Sec. 11. The department may not approve the conversion plan unless the department finds, after appropriate investigation or examination, all of the following:
(1) That the resulting stock savings bank will operate in a safe, sound, and prudent manner.
(2) That the proposed charter conversion will not result in a stock savings bank that has inadequate capital, unsatisfactory management, or poor earnings prospects.
(3) That the management or other principals of the savings bank are qualified by character and financial responsibility to control and operate in a legal and proper manner the proposed stock savings bank.
(4) That the interests of the depositors, the creditors, and the public generally will not be jeopardized by the proposed charter conversion.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.45.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-12. Rights and Obligations of Converted Stock Savings Banks

Sec. 12. At the effective time of the charter conversion, the resulting stock savings bank:
(1) possesses all of the rights, privileges, immunities, and powers of a stock savings bank;
(2) unless otherwise provided in this chapter, is subject to all of the statutes, regulations, duties, restrictions, obligations, and liabilities of a stock savings bank;
(3) succeeds by operation of law to all rights and property of the converting savings bank; and
(4) is subject to all debts, obligations, and liabilities of the converting savings bank as if the stock savings bank had incurred the debts and liabilities.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.46.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-13. Transitional Period

Sec. 13. The department may authorize the resulting stock savings bank to do the following:
(1) Wind up any activities legally engaged in by the savings bank at the effective time of the charter conversion not permitted to stock savings banks.
(2) Retain for a transitional period any assets legally held by the savings bank at the effective time of the charter conversion that otherwise may not be held by stock savings banks.
The terms and conditions of the transitional period under subdivisions (1) and (2) are subject to the discretion of the department. However, the transitional period may not exceed ten (10) years after the effective time of the charter conversion.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.47.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-14. Retention of Branches

Sec. 14. Notwithstanding IC 28-6.1-12, a stock savings bank created by charter conversion may retain all branches lawfully established.
As added by P.L.42-1993, SEC.44.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-15. Articles of Charter Conversion

Sec. 15. (a) To effect the charter conversion, the converting savings bank must file with the secretary of state articles of charter conversion showing the approval of the director of the department.
(b) The converting savings bank shall record copies of the articles of charter conversion with the county recorder of the county where the principal office of the stock savings bank is located.
(c) The articles of charter conversion constitute articles of incorporation and must set forth the elements required in IC 28-12-2-1.
As added by P.L.42-1993, SEC.44. Amended by P.L.262-1995, SEC.48.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-16. Application of Banking Law

Sec. 16. (a) Except as provided in subsection (c), a stock savings bank formed under this chapter is governed by IC 28-6.1.
(b) For purposes of a stock savings bank formed under this chapter, a reference in IC 28-6.1 to formation and operation by a board means:
(1) formation by conversion under this chapter; and
(2) operation by a board of directors elected by shareholders under IC 28-13.
(c) IC 28-6.1-3 does not apply to a stock savings bank formed by conversion under this chapter.
As added by P.L.42-1993, SEC.44.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 21.9. Charter Conversion of a Mutual Savings Bank to a Stock Savings Bank › 28-1-21.9-17. Rules

Sec. 17. The department may adopt rules under IC 4-22-2 or policies to implement this chapter.
As added by P.L.42-1993, SEC.44.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-1. Necessity of Certificate of Admission

Sec. 1. (a) Any bank, savings bank, trust company, corporate fiduciary, credit union, industrial loan and investment company, or savings association that:
(1) is organized under the laws of:
(A) any other state (as defined in IC 28-2-17-19);
(B) the United States; or
(C) any other country;
(2) is not domiciled in Indiana; and
(3) is referred to in this chapter as a corporation or foreign corporation;
shall, before transacting business in this state, obtain a certificate of admission to this state from the department, which must be filed with the secretary of state. A corporation may not do business in Indiana unless a certificate of admission is issued to the corporation by the department.
(b) The activities listed in IC 23-0.5-5-5(a) do not constitute transacting business within the meaning of subsection (a). For the purposes of this section, the list of activities set forth in IC 23-0.5-5-5(a) is not exhaustive.
(c) Isolated business transactions that are not regular, systematic, or continuing do not constitute the transaction of business under subsection (a).
Formerly: Acts 1933, c.40, s.324. As amended by P.L.263-1985, SEC.84; P.L.262-1995, SEC.49; P.L.171-1996, SEC.8; P.L.192-1997, SEC.5; P.L.213-2007, SEC.43; P.L.217-2007, SEC.41; P.L.118-2017, SEC.123.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-1.5. Corporations Domiciled in Indiana; Authority to File Notice of Registered Office and Registered Agent With Secretary of State

Sec. 1.5. (a) As used in this section, "eligible entity" means a bank, savings bank, trust company, corporate fiduciary, credit union, industrial loan and investment company, or savings association that:
(1) is organized under the laws of:
(A) any other state (as defined in IC 28-2-17-19);
(B) the United States; or
(C) any other country; and
(2) is domiciled in Indiana.
(b) An eligible entity may file with the secretary of state a notice concerning the eligible entity's:
(1) registered office; and
(2) registered agent;
in accordance with IC 23-0.5-4.
As added by P.L.186-2015, SEC.31. Amended by P.L.118-2017, SEC.124.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-2. Authorized Business; Equality of Rights and Privileges With Domestic Corporations

Sec. 2. (a) No foreign corporation shall be admitted for the purpose of transacting any kind of business in this state, the transaction of which by domestic corporation is not permitted by the laws of this state.
(b) A foreign corporation admitted to do business in this state shall have the same rights, privileges, and restrictions as domestic corporations of like character or charter, and to the same extent as if it had been organized under this article, to transact the business for which its certificate of admission is issued.
Formerly: Acts 1933, c.40, s.325. As amended by P.L.263-1985, SEC.85; P.L.171-1996, SEC.9.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-3. Restrictions on Name

Sec. 3. A foreign corporation shall not use or assume a name which could not be taken by a domestic corporation under the provisions of IC 28-12-3.
Formerly: Acts 1933, c.40, s.326. As amended by P.L.263-1985, SEC.86; P.L.14-1992, SEC.102; P.L.171-1996, SEC.10.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-4. Application for Admission; Fees and Supporting Documents

Sec. 4. (a) To be admitted to do business in Indiana, a foreign corporation must file an application for admission in the form prescribed by the director. The application must be accompanied by:
(1) the fees prescribed by the department; and
(2) a copy of its articles of incorporation or association.
(b) The application for admission filed by a foreign corporation must:
(1) be signed by:
(A) the president or a vice president of the foreign corporation; and
(B) the secretary or cashier of the foreign corporation;
(2) be verified under oath by the officers signing the application; and
(3) include a description of the nature of business that the foreign corporation intends to carry on in Indiana under its articles of incorporation or association.
Formerly: Acts 1933, c.40, s.327. As amended by P.L.171-1996, SEC.11; P.L.63-2001, SEC.9 and P.L.134-2001, SEC.10.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-6. Repealed

Formerly: Acts 1933, c.40, s.329. As amended by P.L.263-1985, SEC.87; P.L.14-1992, SEC.103. Repealed by P.L.171-1996, SEC.44.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-7. Application for Admission; Filing With Secretary of State; Certificate of Admission; Issuance; Contents

Sec. 7. Upon submission of a foreign corporation's application for admission, the department shall issue to the foreign corporation a certificate of admission, which shall be filed with the secretary of state. The secretary of state shall file one (1) copy of the certificate of admission issued by the department and shall issue to the corporation an original and a duplicate certificate of admission. The certificate of admission issued by the secretary of state must set forth the name of the corporation and the state or country where it was incorporated.
Formerly: Acts 1933, c.40, s.330. As amended by P.L.171-1996, SEC.12; P.L.63-2001, SEC.10 and P.L.134-2001, SEC.11.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-8. Effect of Certificate of Admission

Sec. 8. A foreign corporation that has been issued a certificate of admission by the secretary of state shall be admitted and shall have authority to transact the business set forth in the certificate.
Formerly: Acts 1933, c.40, s.331. As amended by P.L.263-1985, SEC.88; P.L.171-1996, SEC.13; P.L.11-1998, SEC.2.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-10. Premature Transaction of Business; Personal Liability of Officers and Directors

Sec. 10. If a foreign corporation transacts business in this state before it has received the approval of the department, the officers and directors of the corporation shall be severally liable for the liabilities of the corporation that result from the corporation's transaction of business in Indiana.
Formerly: Acts 1933, c.40, s.333. As amended by P.L.171-1996, SEC.15; P.L.11-1998, SEC.3.
2023 Indiana Code › Title 28. Financial Institutions › Article 1. Department of Financial Institutions › Chapter 22. Foreign Corporations › 28-1-22-11. Investigation

Sec. 11. The department shall have power to investigate all foreign corporations with respect to the character of business in which such corporations propose to engage in Indiana.
Formerly: Acts 1933, c.40, s.334; Acts 1945, c.348, s.25. As amended by P.L.171-1996, SEC.16.