2023 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.