2023 Tennessee Code › Title 45 - BANKS AND FINANCIAL INSTITUTIONS (§§ 45-1-101 — 45-20-111) › Chapter 11 - FINANCIAL INSTITUTIONS CONVERSION ACT (§§ 45-11-101 — 45-11-110) › Section 45-11-105 - Conversion procedure

(a)
The board of directors of the converting institution shall, by a majority of the entire board, approve a plan of conversion that contains:
(1)
The type of financial institution that will result from the conversion;
(2)
The proposed name of the resulting institution;
(3)
The proposed effective date of conversion;
(4)
A copy of the proposed charter of the resulting institution;
(5)
A copy of the proposed bylaws of the resulting institution;
(6)
The method for converting the current capital structure of the institution to the structure indicated for the resulting institution by the proposed charter;
(7)
The name of each director and executive officer, the office held and the director's or officer's experience;
(8)
The method and schedule for terminating any activities and disposing of any assets that do not conform to the requirements of the resulting institution, and for meeting any requirements applicable to the resulting institution that the converting institution does not presently satisfy;
(9)
Any additional activities the converting institution intends to conduct immediately upon the effective date of the conversion that it does not presently conduct;
(10)
A copy of the application for deposit insurance or insurance of accounts;
(11)
Provisions for appointment of successors to any fiduciary positions held by the converting institution if the resulting institution will not exercise trust powers;
(12)
The competitive impact of the conversion, if any, including any effect on the availability of particular financial services in the community served by the institution;
(13)
A statement that the conversion is subject to approval by the commissioner and by the shareholders or members of the financial institution; and
(14)
Other provisions that the commissioner requires in order to discharge the commissioner's duties with respect to the conversion.
(b)
After approval by the board of directors of the converting financial institution, the plan of conversion shall be submitted to the commissioner for approval, together with a certified copy of the authorizing resolutions of the board of directors showing approval by a majority of the entire board.
(c)
The application for conversion pursuant to this chapter shall be accompanied by a nonrefundable fee in the amount established by regulation.
(d)
The commissioner shall approve the plan of conversion if it appears that:
(1)
The resulting financial institution meets the requirements of law applicable to the resulting institution;
(2)
The plan of conversion provides an adequate capital structure in relation to deposit liabilities of the resulting financial institution and its other activities that are to continue or are to be undertaken;
(3)
The officers and directors of the resulting institution have sufficient experience, ability, and standing to afford reasonable promise of successful operation;
(4)
The proposed name of the resulting institution is not deceptively similar to that of another institution;
(5)
The schedule for termination of any nonconforming activities and disposition of any nonconforming assets is timely, and the plan for termination and disposition does not include any unsafe or unsound practice;
(6)
The plan of conversion is fair;
(7)
The conversion is not contrary to the public interest; and
(8)
The resulting institution will be able to obtain federal deposit insurance.
(e)
The commissioner, if disapproving a plan of conversion, shall state any objections and give an opportunity to the converting institution to obviate the objections.
Acts 1985, ch. 174, § 2; 1999, ch. 112, §19; 2008 , ch. 968, §§ 3, 4.