2023 New York Laws › BNK - Banking › Article 11 - Credit Unions › 487-A - Conversion of a Credit Union Into a Mutual Savings Bank.

§  487-a.  Conversion of a credit union into a mutual savings bank. 1.
  Any credit union having its place of business in this state may  convert
  to a mutual savings bank, subject to the requirements and procedures set
  forth in the laws and regulations governing mutual savings banks.
2.  A  proposal for a conversion described in this section shall first
  be approved, and a date set for a vote thereon by the members (either at
  a meeting to be held on that date or by written ballot to be filed on or
  before that date), by a majority of the directors of the  credit  union.
  Approval of the proposal for conversion shall be by the affirmative vote
  of  a  majority  of  the  members  of  the  credit union who vote on the
  proposal.
3. A credit union that proposes to convert to a  mutual  savings  bank
  under  this  section  shall  submit notice to each of its members who is
  eligible to vote on the matter of its intent  to  convert.  Such  notice
  must  adequately  describe the purpose and subject matter of the vote to
  be taken at the meeting or by  submission  of  a  written  ballot.  Such
  notice shall be submitted:
a. ninety days before the date of the member vote on the conversion;
b.  sixty  days  before the date of the member vote on the conversion;
  and
c. thirty days before the date of the member vote on  the  conversion.
  The  notice  submitted thirty days before the date of the member vote on
  the conversion shall contain a written ballot, and shall clearly  inform
  the  member that the member may vote at the meeting or by submitting the
  written ballot. Such notice also shall state the date, time and place of
  the meeting.
4. The superintendent shall require a credit union  that  proposes  to
  convert  to  a mutual savings bank under this section to submit a notice
  to the superintendent of its intent to  convert  during  the  ninety-day
  period   preceding  the  date  of  the  completion  of  the  conversion,
  accompanied by an investigation fee as prescribed  pursuant  to  section
  eighteen-a of this chapter.
5.  No  director  or  senior management official of a credit union may
  receive any economic benefit in connection  with  a  conversion  of  the
  credit union as described in this section, other than:
a. director fees; and
b.  compensation  and  other  benefits  paid  to  directors  or senior
  management officials of the converted institution in the ordinary course
  of business.
c. For purposes of  this  subdivision,  the  term  "senior  management
  official"  means a chief executive officer, an assistant chief executive
  officer, a chief financial  officer,  and  any  other  senior  executive
  officer as defined by the appropriate federal banking agency pursuant to
  section 32(f) of the Federal Deposit Insurance Act, 12 U.S.C. 1831i(f).
6.  The  member  vote concerning charter conversion under this section
  shall  be  verified  by  the  superintendent.  If   the   superintendent
  disapproves  of  the  methods  by  which  the  member  vote was taken or
  procedures applicable to the member vote, the member vote shall be taken
  again, as directed by the superintendent.
7. Upon completion of a conversion  described  in  this  section,  the
  credit union shall no longer be subject to any of the provisions of this
  article.
When   the   superintendent   shall  have  approved  the  organization
  certificate  and  the  proposed  bylaws  and  shall  have   issued   the
  authorization  certificate,  as provided in article six of this chapter,
  the credit union shall cease to be a credit union and shall thereupon be
  converted into a mutual  savings  bank;  provided,  however,  that  such
  credit  union  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 credit union and to dispose of and convey its property.
At  the  time when such conversion becomes effective, all the property
  of the credit union shall immediately by act  of  law  and  without  any
  conveyance  or  transfer  become the property of the mutual savings bank
  and the mutual savings bank shall succeed to all the rights, obligations
  and relations of the credit union.