2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 3 - SAVINGS AND LOAN ASSOCIATIONS (§§ 45-3-101 — 45-3-1508) › Part 11 - VOLUNTARY CORPORATE CHANGES (§§ 45-3-1101 — 45-3-1110) › Section 45-3-1105 - Conversion of state mutual or federal association to state capital stock association

Any state mutual association or any federal association, if otherwise permitted by federal law and regulations, may become a capital stock association operating under this chapter by following the procedures set forth as follows:
(1)
Approval by Board of Directors.
The board of directors of the state mutual association or federal association shall approve a plan of conversion by resolution adopted by a majority vote of the existing members of the board;
(2)
Approval by Commissioner.
Upon approval of the plan of conversion by the board of directors, the plan and the resolution approving it shall be submitted to the commissioner. If the commissioner, after appropriate examination, finds that the converting association complies sufficiently with the requirements of this chapter to entitle it to become a capital stock association operating under this chapter, and if the commissioner finds that the plan of conversion is fair and equitable and that the interests of the association and the public are adequately protected, the commissioner shall approve the plan of conversion. However, the commissioner may prescribe terms and conditions, to be fulfilled either prior to or after the conversion, to cause the association to conform with the requirements of this chapter. If the commissioner disapproves the plan of conversion, the commissioner shall state the commissioner's objections in writing and send the same by certified mail to the home office of the converting association, and afford the association an opportunity to amend and resubmit the plan so as to obviate the objections. In the event that the commissioner disapproves the plan after the resubmission, the commissioner shall send written notice of the final disapproval by certified mail to the home office of the association;
(3)
Submission to Members.
After receipt of the commissioner's approval, the plan of conversion shall be submitted to an annual or special meeting of the members of the converting state mutual association or federal association. The plan of conversion shall be approved upon receiving the affirmative vote, in person or by proxy, of at least two-thirds (2/3) of the outstanding votes of members. Thereupon, action shall be taken to adopt a charter and bylaws, to elect directors and officers and take other action as is prescribed for a capital stock association under this chapter and by rules and regulations of the commissioner. A certified report of the proceedings at the meeting shall be filed promptly with the commissioner; and
(4)
Certificate of Conversion.
If the commissioner finds that the proceedings have been in accordance with this section, the commissioner shall issue a certificate of conversion, attaching, as a part of this certificate, a copy of the charter and the report of proceedings filed pursuant to subdivision (3), and the commissioner shall forward the requisite number of copies of the materials to the secretary of state, who shall, when all required procedures have been met and taxes or fees have been paid, file the same. The conversion shall become effective upon the filing of the charter and other materials by the secretary of state in accordance with law.
Acts 1978, ch. 708, § 4.13; T.C.A., § 45-1613.