reglab/statecodes huggingface dataset:
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 5 - Mutual to Stock Conversion › Section V-501 - Introduction

Current through Register Vol. 50, No. 6, June 20, 2024
A. These rules
				govern the conversion of state-chartered savings and loan associations from
				mutual to stock form under the provisions of Sections 950 of Chapter 9 of Title
				6 of the Louisiana Revised Statutes of 1950.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:939 and
				  R.S.
				  6:948.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 5 - Mutual to Stock Conversion › Section V-503 - Definitions

Current through Register Vol. 50, No. 6, June 20, 2024
A. As used in these
				rules:
Applicant
- a mutual savings and loan
				  association incorporated under the laws of the state of Louisiana which is
				  applying to the Louisiana Commissioner of Financial Institutions, in his
				  capacity as supervisor of Louisiana-chartered savings and loan associations, to
				  convert to a capital stock savings and loan association.
Capital Stock Association
- an association
				  incorporated under the provisions of the Louisiana Capital Stock Association
				  Law.
Commissioner
- the Louisiana Commissioner of
				  Financial Institutions in his capacity as supervisor of Louisiana-chartered
				  savings and loan associations, or his successor.
FSLIC
- the Federal Savings and Loan
				  Insurance Corporation.
Mutual Association
- a savings and loan
				  association organized and operated on a mutual basis under the provisions of
				  Parts I through XVI of Chapter 9 of Title 6 of the Louisiana Revised Statutes
				  of 1950.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:948.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 5 - Mutual to Stock Conversion › Section V-505 - Application to Commissioner

Current through Register Vol. 50, No. 6, June 20, 2024
A. An
				applicant shall file with the commissioner five copies of an application for
				Approval of Conversion, with supporting exhibits, in the form required by the
				FSLIC, including Forms AC, PS and OC. The applicant shall also furnish to the
				commissioner such additional information as the commissioner may request which
				is not included in the applicant's filings with the FSLIC.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:948.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 5 - Mutual to Stock Conversion › Section V-507 - Content of Proposed Stock Articles of Incorporation and By-Laws

Current through Register Vol. 50, No. 6, June 20, 2024
A. Articles of
				Incorporation. As part of the application, the applicant shall submit to the
				commissioner proposed amended articles of incorporation as a capital stock
				savings and loan association which shall comply with the requirements of
				R.S.
				6:942 with regard to
de novo
stock articles of incorporation, except that Subsections (5) and (8) of
				R.S.
				6:942 shall not apply to the amended articles
				of incorporation for a Louisiana-chartered mutual savings and loan association
				converting to stock form. The proposed amended articles of incorporation shall
				specify that the name of the applicant, upon conversion, shall contain the
				wording "corporation," "incorporated," "limited," or "company," an abbreviation
				of one of such words or other words sufficient to distinguish capital stock
				associations from mutual associations. The proposed amended articles of
				incorporation shall also state that the stock savings and loan association
				resulted from the conversion of the association from mutual form.
B. By-Laws. As part of the application, an
				applicant shall submit to the commissioner proposed stock by-laws which shall
				be similar as to content and form as the stock by-laws specified by the Federal
				Home Loan Bank Board for federally-chartered stock savings and loan
				associations, except to the extent that such federal stock by-laws are
				inconsistent with Louisiana law.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:705 and
				  R.S.
				  6:948.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 5 - Mutual to Stock Conversion › Section V-509 - Content of Applicant's Plan of Conversion

Current through Register Vol. 50, No. 6, June 20, 2024
A. The applicant's plan of conversion shall
				comply with the requirements of the FSLIC, including the determination of the
				eligibility record date and supplemental record date (if applicable) with
				respect to subscription rights to purchase the applicant's conversion stock,
				and provides that the total number of shares which officers and directors of
				the converting insured institution and their associates may purchase in the
				conversion shall not exceed 35 percent of the total offering of shares in the
				case of a converting insured institution with total assets of less than $50
				million, or 25 percent of the total offering of shares in the case of a
				converting insured institution with total assets of $500 million or more; in
				the case of converting insured institutions with total assets in excess of $50
				million but less than $500 million, the percentage shall be no more than a
				correspondingly appropriate number of shares based on total asset size (for
				example, 30 percent in the case of a converting insured institution with total
				assets of $275 million).
B. The
				applicant's plan of conversion may also provide for employment contracts for
				the applicant's officers and employees upon conversion and for a stock option
				plan (including a management incentive plan providing for stock options), which
				shall be subject to approval by the commissioner. The commissioner may require
				provisions in an applicant's plan of conversion in addition to the requirements
				of the FSLIC if he determines that such additional provisions are necessary for
				an equitable conversion.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:948.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 5 - Mutual to Stock Conversion › Section V-511 - Standard for Approval of Application

Current through Register Vol. 50, No. 6, June 20, 2024
A. The commissioner will not approve a plan
				of conversion unless he finds that the plan is fair and equitable to the
				members of the applicant, that the interests of the applicant's savings account
				holders and the public are adequately protected, and that the plan conforms to
				regulatory requirements of the FSLIC. In approving an applicant's plan of
				conversion, the commissioner will also give preliminary approval by the
				applicant's proposed amended articles of incorporation and by-laws.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:939.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 5 - Mutual to Stock Conversion › Section V-513 - Vote by Applicant's Members on Plan of Conversion

Current through Register Vol. 50, No. 6, June 20, 2024
A. No plan of conversion shall be implemented
				unless it is approved at a meeting of the voting members of an applicant called
				to consider such action by a majority vote of the total number of votes
				eligible to be cast, in person or by proxy. Notice of the meeting, giving the
				time, place and purpose thereof, together with a proxy statement and proxy form
				approved by the commissioner covering all matters to be brought before the
				meeting, shall be mailed to the commissioner and each voting member of the
				applicant at such member's last address as shown on the books of the applicant
				at least 30 days before the date on which the meeting is to be held.
B. The applicant shall file with the
				commissioner promptly after the meeting of the applicant's voting members
				called to consider the plan of conversion a certified copy of each resolution
				adopted at such meeting relating to the plan of conversion, together with the
				following information:
1. the total number of
				votes eligible to be cast;
2. the
				total number of votes represented in person or by proxy at the
				meeting;
3. the total number of
				votes cast in favor of and against each such matter; and
4. the percentage of votes present in person
				or by proxy cast in favor of each such matter.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 5 - Mutual to Stock Conversion › Section V-515 - Filing of Offering Circulars

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				The offering circulars for the applicant's subscription offering and any
				additional offering to the general public shall be prepared in compliance with
				regulation of the FSLIC and any additional requirements imposed by the
				commissioner. Five copies of each such offering circular in preliminary form
				shall be filed with the commissioner, and no such offering circular shall be
				distributed to the applicant's members or to the general public in final form
				unless it has first been declared effective by the commissioner. In connection
				with an applicant's offering of its conversion stock, an applicant may employ
				the services of an investment banking or other firm to underwrite the public
				offering of the applicant's stock. The initial stockholders of a converted
				savings and loan association shall not be restricted to natural persons and
				residents of Louisiana.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:948.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 5 - Mutual to Stock Conversion › Section V-517 - Effective Date of Conversion

Current through Register Vol. 50, No. 6, June 20, 2024
A. Prior
				to the execution of orders for the applicant's conversion stock, the applicant
				shall obtain from the commissioner his approval affixed to the applicant's
				amended articles of incorporation. An authenticated copy of the amended
				Articles of Incorporation shall be filed with the secretary of state. The
				applicant shall cease to be a mutual savings and loan association and shall be
				a capital stock savings and loan association on the date and at the time
				specified in the approved articles of incorporation, which shall be concurrent
				with the execution of all orders received for the applicant's conversion
				stock.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:938 and
				  R.S.
				  6:939.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 15 - Related Organizations and Services › Subchapter A - Service Organizations › Section V-1501 - Generally

Current through Register Vol. 50, No. 6, June 20, 2024
A. An association
				  or combination of associations may establish a service organization or purchase
				  capital stock, obligations or other securities of such a service organization
				  organized under the laws of the state of Louisiana subject to prior approval in
				  writing of the commissioner.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 6:902(B).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 15 - Related Organizations and Services › Subchapter A - Service Organizations › Section V-1503 - Definitions

Current through Register Vol. 50, No. 6, June 20, 2024
A. When used in
				  this rule, the following words shall have the meanings as indicated.
Association
- a savings association,
					 homestead building and loan association, savings and loan association or
					 society chartered under Chapter 9, Title 6, Louisiana Revised Statutes.
Commissioner
- the Commissioner of
					 Financial Institutions, State of Louisiana.
Service Organizations
- an organization
					 substantially all the activities of which consist of making of consumer loans
					 as defined by
					 R.S.
					 9:3516(13), originating,
					 purchasing, selling and servicing loans upon real estate and participating
					 interests therein, or clerical, bookkeeping, accounting, statistical,
					 appraising, computer or similar functions performed primarily for financial
					 institutions, plus such other activities as the commissioner may
					 approve.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 6:902(B).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 15 - Related Organizations and Services › Subchapter A - Service Organizations › Section V-1505 - Application

Current through Register Vol. 50, No. 6, June 20, 2024
A. In order to
				  obtain such approval, the applying association shall file with the commissioner
				  documentation from which the commissioner shall determine that:
1. there are no serious supervisory problems
				  which would affect its ability to properly supervise and operate such
				  subsidiary corporation;
2. there
				  are adequate income and reserves to support the proposed investment;
3. operations of the subsidiary corporation
				  will be clearly distinguishable from those of the parent association;
4. the subsidiary corporation is or will be
				  profitably operating within a reasonable period of time;
5. an audited financial statement in the
				  event of acquisition of an existing subsidiary corporation;
6. a certified resolution of the board of
				  directors of the applying association approving the investment in the
				  subsidiary;
7. a certified copy of
				  the Articles of Incorporation, Certificate of Incorporation and bylaws of the
				  subsidiary shall be filed with the commissioner.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 15 - Related Organizations and Services › Subchapter A - Service Organizations › Section V-1507 - Pre-Authorized Subsidiary Investments

Current through Register Vol. 50, No. 6, June 20, 2024
A. Pre-authorized activities of a subsidiary
				  corporation, performed directly or through one or more wholly owned
				  subsidiaries or joint ventures shall consist of one or more of the following:
1. loan origination, purchasing, selling and
				  servicing;
2. acquisition of
				  unimproved real estate lots and other unimproved real estate for the purpose of
				  prompt development and subdividing;
3. development and subdivision of and
				  construction of improvements, including improvements to be used for commercial
				  or community purposes when incidental to a housing project, for sale or for
				  rental on, real estate referred to in §1507. A 2;
4. acquisition of improved residential real
				  estate and mobile home lots to be held for sale or rental;
5. acquisition of improved residential real
				  estate for remodeling, rehabilitation, modernization, renovation, or demolition
				  and rebuilding for sale or for rental;
6. engage in real estate brokerage services
				  if real estate laws, rules and regulations are complied with;
7. serving as an insurance broker, agent, or
				  underwriter if insurance law, rules and regulations are complied
				  with;
8. serving as a title
				  insurance company if insurance laws, rules and regulations are complied
				  with;
9. preparation of state and
				  federal tax returns;
10.
				  acquisition of real estate to be used for association offices and related
				  facilities;
11. partial or complete
				  ownership of computer center that provides services for the parent association
				  and others;
12. make consumer loans
				  as outlined in
				  R.S. 9:3510, et
				  seq;
13. perform debt collection
				  services;
14. issue letters of
				  credit as part of their commercial lending;
15. operate coin and currency services by
				  contracting with Federal Reserve banks or commercial banks to make coin and
				  currency available. This includes delivery and security arrangements;
16. engage in the leasing of consumer and
				  business goods;
17. a subsidiary
				  may act as agent for the parent association except that it shall not receive
				  payments on new or established savings accounts, nor shall it perform any
				  duties for the association other than those specifically authorized
				  herein;
18. other activities which
				  may be approved by the commissioner.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 15 - Related Organizations and Services › Subchapter A - Service Organizations › Section V-1509 - Operations

Current through Register Vol. 50, No. 6, June 20, 2024
A. Each subsidiary
				  corporation main office, branch, agency or any other type facility of the
				  subsidiary corporation shall require prior written approval of the commissioner
				  based on his findings of the facts as presented.
B. A verified copy of all contracts,
				  instruments, join ventures and partnership agreements and financing
				  arrangements of the subsidiary investments shall be furnished to the
				  commissioner within 30 days from date of approval.
C. The subsidiary agrees to furnish, at the
				  expense of the subsidiary or association, an independent appraiser's report or
				  other expert opinion as determined to be necessary by the commissioner for the
				  purpose of establishing the value of any investments made by the subsidiary
				  corporation.
D. Each subsidiary
				  shall maintain bond coverage with an acceptable bonding company in an amount to
				  adequately cover each director, officer, employee and agent who has access to
				  cash or securities of the corporation. Such bond amount shall be in an amount
				  equivalent to one percent of total assets but in no event shall be less than
				  $25,000 nor more than $2,000,000. In lieu of a separate surety bond for the
				  subsidiary, the association may obtain an extension rider to the surety bond
				  coverage of the parent association.
E. All joint ventures and partnership
				  agreements shall be reviewed by the attorney for the subsidiary, who shall
				  render his opinion to the commissioner stating the obligation and
				  responsibility of the subsidiary, as well as the parent association.
F. All directors of the association and
				  subsidiary shall furnish affidavits fully disclosing any direct or indirect
				  interest they may have in each investment made by the subsidiary.
G. Each request for approval of an investment
				  by a subsidiary shall include a projected cash flow statement and a projected
				  profit and loss statement setting forth funding requirements of the parent
				  association and/or others.
H. An
				  association's wholly owned subsidiary may operate a loan production office
				  within a 100-mile radius of the main office, subject to the approval of the
				  commissioner.
I. An association may
				  invest in the partial ownership of a service corporation which originates loans
				  and performs other service functions, not only for the investing association,
				  but for other investors as well; also employs and pays its own personnel, and
				  uses its own selected name, then this type service organization could operate
				  statewide, if approved by the commissioner.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 6:902(B).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part V - Thrifts › Chapter 15 - Related Organizations and Services › Subchapter A - Service Organizations › Section V-1511 - Investments and Debt Limitation

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  Investments in subsidiary corporations shall include investment in its capital
				  stock, obligations, both secured and unsecured, or other securities of the
				  service corporation, and shall not, in the aggregate, exceed 10 percent of the
				  association's total assets. The limitation does not apply to subsidiaries
				  organized solely as a holding corporation for business property as outlined in
				  R.S.
				  6:822(F).
B. The subsidiary corporation engaged solely
				  in the activities specified in §1507. A 1, may incur debt in a ratio of
				  10:1 of the subsidiary's consolidated net worth.
C. Subsidiary corporations engaged in
				  activities other than that authorized in §1507. A 1, shall not incur debt
				  in the aggregate in excess of the parent association's net worth less the
				  aggregate investment in all subsidiary capital stock, obligations, both secured
				  and unsecured, and other securities of the subsidiary corporation.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 6:902(B).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-301 - Scope

Current through Register Vol. 50, No. 6, June 20, 2024
A. This rule is
				enacted pursuant to the Louisiana Savings Bank Act of 1990. Except as the
				commissioner may otherwise determine, the provisions of this rule shall
				exclusively govern the conversion of Louisiana state-chartered savings banks
				from mutual to capital stock and no state savings bank shall convert to the
				capital stock form without the prior written approval of the commissioner. The
				commissioner may grant a waiver in writing from any requirement of this rule
				for good cause shown. The commissioner may adopt policies and procedures
				interpreting and implementing this rule. This rule supersedes all inconsistent
				articles of incorporation and bylaws of mutual savings banks converting to the
				stock form.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-309 - Determination of Amount of Qualifying Deposits

Current through Register Vol. 50, No. 6, June 20, 2024
A. Unless otherwise provided in the plan of
				conversion, the amount of the qualifying deposit of an eligible account holder
				or a supplemental eligible account holder shall be the total of the deposit
				balances in the person's deposit accounts in the converting savings bank as of
				the close of business on the eligibility record date or the supplemental
				eligibility record date. However, the plan of conversion may provide that any
				deposit accounts with total deposit balances of less than $100 shall not
				constitute a qualifying deposit. In this Section, "deposit account" includes a
				predecessor or successor account of a given deposit account which is held only
				in the same right and capacity and on substantially the same terms and
				conditions as the given deposit account. However, the plan of conversion may
				provide for lesser requirements for consideration as a predecessor or successor
				account.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-313 - Manipulative and Deceptive Devices Prohibited

Current through Register Vol. 50, No. 6, June 20, 2024
A. In the offer, sale or purchase of
				securities issued incident to its conversion, no savings bank or any director,
				officer, attorney, agent or employee thereof shall:
1. employ any device, scheme, or artifice to
				defraud; or
2. obtain money or
				property by means of any untrue statement of a material fact or any omission to
				state a material fact necessary in order to make the statements made, in the
				light of the circumstances under which they were made, not misleading;
				or
3. engage in any act,
				transaction, practice or course of business which operates or would operate as
				a fraud or deceit upon a purchaser or seller.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-317 - Grounds for Denial of Application for Conversion

Current through Register Vol. 50, No. 6, June 20, 2024
A. The commissioner may disapprove an
				application for conversion if:
1. the plan of
				conversion adopted by the applicant's board of directors is not in compliance
				with this rule or policies of OFI, or would violate another law or
				regulation;
2. the conversion would
				cause the applicant to fail to meet the regulatory capital requirements of
				R.S.
				6:1206;
3. the conversion may result in a taxable
				reorganization of the applicant under the Internal Revenue Code of 1986, as
				amended;
4. the converted savings
				bank would not have its accounts insured by the Federal Deposit Insurance
				Corporation (FDIC);
5. the
				commissioner determines that the application for conversion is manipulative,
				deceptive, or subverts the fairness of the conversion; or
6. the commissioner determines that the
				conversion is likely to result in injury to the savings bank;
7. the conversion will not meet the
				convenience and needs of the communities to be served by the converted savings
				bank.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-319 - Prohibition on Repurchases of Stock and Restrictions on Payment of Dividends

Current through Register Vol. 50, No. 6, June 20, 2024
A. Stock
				Repurchases Prohibited. A converted savings bank shall, pursuant to
				R.S.
				6:1341, be subject to the provisions of
				R.S.
				6:416, which prohibits the savings bank from
				purchasing or owning directly or indirectly any of its own stock or the stock
				of its parent company unless the stock has been subsequently taken for a debt
				previously contracted, in which case the stock shall not be held for more than
				one year.
B. Dividend Payment
				Restrictions. No converted savings bank shall declare or pay a dividend on any
				of its capital stock, if the effect would cause the regulatory capital of the
				savings bank to be reduced below the amount required for its liquidation
				account. Any dividend declared or paid on a converted savings bank's capital
				stock shall be in compliance with
				R.S.
				6:1207.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-321 - Statements Prior to Approval of Plan of Conversion

Current through Register Vol. 50, No. 6, June 20, 2024
A. Keeping Conversion Plans Confidential. A
				savings bank considering converting under this rule and its directors, officers
				and employees shall keep such consideration confidential and shall only discuss
				the potential conversion as necessary to prepare information for filing an
				application for conversion. If this confidence is breached, the commissioner
				may require remedial measures, including:
1. a
				public statement by the savings bank that its board of directors is currently
				considering converting, pursuant to this rule;
2. providing for an eligibility record date
				so as to assure the conversion is equitable;
3. limitation of the subscription rights of
				any person violating or aiding the violation of this Section; and/or
4. any other actions the commissioner may
				deem appropriate and necessary to assure the fairness and equity of the
				conversion.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-323 - Actions after Board Approves Conversion

Current through Register Vol. 50, No. 6, June 20, 2024
A. Promptly after the adoption of a plan of
				conversion by not less than two-thirds of its board of directors:
1. the savings bank shall:
a. notify its members of the action by
				publishing notice in a newspaper having general circulation in each community
				in which the home office and a branch office of the savings bank is located
				and/or by mailing a letter to each member. Copies of the published statement
				with publisher's affidavit of publication and any letter shall be filed with
				the commissioner as part of the application for conversion; and
b. have copies of the plan of conversion
				available for inspection by its members at each office;
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-325 - Notice of Filing

Current through Register Vol. 50, No. 6, June 20, 2024
A. Form of
				Required Publication. Upon the commissioner's determination that an application
				for conversion is properly executed and is materially complete, he or she shall
				advise the applicant, in writing, to promptly publish a notice of the filing of
				the application. After receipt of the advice, the applicant shall prominently
				post the notice in each of its offices and publish the notice in a newspaper
				having general circulation in each community in which any office of the
				applicant is located, as follows:
NOTICE OF FILING OF AN APPLICATION
FOR CONVERSION TO A STOCK SAVINGS BANK
NOTICE IS HEREBY GIVEN that ___________________
				  _____________________ (name of applicant) has filed an application with the
				  Commissioner of the Office of Financial Institutions for the State of Louisiana
				  for approval to convert from a mutual to a stock savings bank.
The original copy of the application is on file with the
				  Commissioner of the Office of Financial Institutions, 8401 United Plaza
				  Boulevard, Suite 200, Baton Rouge, Louisiana, 70809, and is available for
				  public inspection or copying. A copy of the plan may also be inspected at any
				  office of the applicant. Written comments, including objections to the plan of
				  conversion and materials supporting the objections, from any member of the
				  applicant or any aggrieved person will be considered by the commissioner if
				  postmarked within twenty (20) calendar days after the publication of this
				  notice. The commissioner may, in his discretion, and upon written request,
				  extend the twenty (20) day comment period for an additional twenty (20)
				  calendar days. Failure to timely file written comments may preclude the pursuit
				  of any judicial or administrative remedies. Any such comments received will be
				  available for inspection by any member of the applicant at the commissioner's
				  office.
B. Verifying Publication.
				After publication of the notice, the applicant shall promptly file with the
				commissioner a copy of the published notice and a publisher's affidavit of
				publication from each newspaper in which the notice was published.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-327 - Requirements as to Proxies

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				Solicitations to Which This Rule Applies. This Section applies to every
				solicitation of a proxy from a member of a savings bank for the meeting at
				which a conversion plan will be voted upon, except the following.
1. Any solicitation made other than on behalf
				of the management of the savings bank where the total number of persons
				solicited is not more than 50.
2.
				Any solicitation in a newspaper advertisement which informs the savings bank's
				members, following approval of the plan of conversion, of a source from which
				they may obtain copies of a proxy statement, form of proxy, or any other
				solicitation material and does no more than:
a. name the savings bank;
b. state the reason for the
				advertisement;
c. identify the
				proposal or proposals to be acted upon by members; and
d. urge members to vote at the
				meeting.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-329 - Vote by Members

Current through Register Vol. 50, No. 6, June 20, 2024
A. Procedure.
				Following approval by the commissioner, the plan of conversion shall be
				submitted to a meeting of members under provisions of the savings bank's
				articles of incorporation or bylaws or both.
B. Determining Members Eligible to Vote. The
				record date for determining those members eligible to vote at the meeting
				called to consider a plan of conversion shall not be more than 40 days nor less
				than 10 days prior to the date of such meeting, pursuant to
				R.S.
				6:1186.
C. Notice to Members. Notice of the meeting
				to consider the plan of conversion shall be given to the savings bank members
				by means of the proxy statement authorized for use by the commissioner. Such
				notice shall be mailed to the members within 10 business days of such
				authorization, unless extended by the commissioner pursuant to §327. B In
				addition, such notice shall be given to each savings bank member at least 20
				days prior to the date of the meeting. Such notice shall also be sent to each
				beneficial holder of an account held in a fiduciary capacity, where such holder
				possesses voting rights.
D. Notice
				to Nonvoting Members. The applicant may give notice of the proposed conversion
				and the meeting of members by letter or other written communication authorized
				for use by the commissioner to eligible account holders and supplemental
				eligible account holders who are not voting members.
E. Required Vote. The plan shall be approved
				by a vote of at least a majority of the total votes entitled to be cast by
				eligible members, except that a plan of merger shall receive the affirmative
				vote of two-thirds or more of the total votes entitled to be cast by eligible
				members, pursuant to
				R.S.
				6:1277. Voting may be in person or by proxy,
				as authorized by this rule.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-331 - Pricing and Sale of Securities

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				General
1. No offer to sell securities of an
				applicant under a plan of conversion may be made prior to approval by the
				commissioner of the application for conversion and of the proxy
				statement.
2. No offering circular
				may be provided to any person in connection with an offer or sale of a security
				under a plan of conversion which has been filed with the commissioner unless
				the offering circular meets the requirements of this Section and if required,
				is the subject of an effective registration statement.
3. No sale of securities may be made except
				by means of a final offering circular which has been approved by the
				commissioner.
4. If the financial
				statements in a filing are in excess of 180 days prior to the date of the
				commissioner's approval of the plan of conversion, an interim financial
				statement as of a date within 180 days of such approval shall be furnished.
				This interim financial statement shall be at least as current as the most
				recent quarterly financial statement filed with the commissioner. This interim
				financial statement may be unaudited.
5. This Section shall not apply to
				preliminary negotiations or agreements between an applicant and any underwriter
				or among underwriters who are to be in privity of contract with the
				applicant.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-333 - Procedural Requirements for Filing Application

Current through Register Vol. 50, No. 6, June 20, 2024
A. The commissioner may adopt internal
				policies relative to the procedural requirements for filing an application for
				conversion pursuant to this rule.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-335 - Conversion of a Savings Bank in Connection with the Formation of a Stock Holding Company

Current through Register Vol. 50, No. 6, June 20, 2024
A. A savings
				bank may convert to stock form under this rule as part of a transaction in
				which a stock holding company is organized to acquire upon issuance all the
				capital stock of the converted savings bank. In this type of transaction,
				eligible account holders, supplemental eligible account holders, and voting
				members of the converting savings bank shall receive, without payment,
				nontransferable rights to purchase capital stock of the newly formed holding
				company in lieu of capital stock of the converting savings bank. Unless clearly
				inapplicable, all of the requirements of this rule shall apply to a conversion
				under this Section.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-337 - Conversion of a Savings Bank Involving Acquisition by an Existing Stock Holding Company

Current through Register Vol. 50, No. 6, June 20, 2024
A. A
				savings bank may convert to stock form under this rule as part of a transaction
				in which an existing stock holding company acquires upon issuance all the
				capital stock of the converted savings bank. In this type of transaction, the
				eligible account holders, supplemental eligible account holders, and voting
				members of the converting savings bank shall receive, without payment,
				nontransferable rights from the holding company to purchase its capital stock
				in lieu of capital stock of the converting savings bank. Unless clearly
				inapplicable, all of the requirements of this rule shall apply to a conversion
				under this Section.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-339 - Merger with an Existing Stock Savings Bank

Current through Register Vol. 50, No. 6, June 20, 2024
A. A savings bank may convert to stock form
				by merging with an existing stock savings bank as part of a transaction in
				which the equity securities of the existing stock savings bank are issued. In a
				transaction in which the existing stock savings bank is the surviving
				institution, the eligible account holders, supplemental eligible account
				holders, and voting members of the converting savings bank shall receive,
				without payment, nontransferable rights from the existing stock savings bank to
				purchase its capital stock in lieu of capital stock of the converting savings
				bank. Unless clearly inapplicable, all of the requirements of this rule shall
				apply to a conversion under this Section.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-341 - Merger with an Existing Stock Savings Bank Owned by a Stock Holding Company

Current through Register Vol. 50, No. 6, June 20, 2024
A. A savings bank
				may convert to the stock form under this rule by merging into an existing stock
				savings bank which is a wholly-owned subsidiary of a stock holding company. In
				this type of transaction, the eligible account holders, supplemental eligible
				account holders, and voting members of the converting savings bank shall
				receive, without payment, nontransferable rights from the holding company to
				purchase its capital stock in lieu of capital stock of the converting savings
				bank. Unless clearly inapplicable, all of the requirements of this rule shall
				apply to a conversion under this Section.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-343 - Penalties

Current through Register Vol. 50, No. 6, June 20, 2024
A. The commissioner
				may enforce this rule or any policy adopted hereunder, pursuant to the
				provisions of
				R.S.
				6:121.1.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 5 - Mutual Holding Company Reorganizations › Section VII-501 - Scope

Current through Register Vol. 50, No. 6, June 20, 2024
A. This rule is
				enacted pursuant to the Louisiana Savings Bank Act of 1990. Except as the
				commissioner may otherwise determine, the provisions of this rule shall
				exclusively govern the reorganization of Louisiana state-chartered mutual
				savings banks into mutual holding companies with one or more subsidiary stock
				savings banks and the issuance of stock by such savings banks. The prior
				written approval of the commissioner is required for such actions. The
				commissioner may grant a waiver in writing from any requirement of this rule
				for good cause shown and may adopt policies and procedures interpreting and
				implementing this rule. This rule supersedes all inconsistent articles of
				incorporation and bylaws of state-chartered mutual savings banks reorganizing
				into mutual holding companies.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 5 - Mutual Holding Company Reorganizations › Section VII-503 - Definitions

Current through Register Vol. 50, No. 6, June 20, 2024
A. For purposes of
				this rule, the following terms shall have the meanings set forth in
				§303 of the
				Savings Bank Conversions Rule:
1.
acting in concert
;
2.
affiliate;
				associate
;
3.
commissioner
;
4.
control
;
5.
person
;
6.
proxy
;
7.
stock
;
8.
tax-qualified employee stock benefit plan
; and
9.
non-tax-qualified employee stock
				benefit plan
.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 5 - Mutual Holding Company Reorganizations › Section VII-505 - Procedural Requirements for Reorganizations

Current through Register Vol. 50, No. 6, June 20, 2024
A. Approvals Required. Prior to reorganizing
				into a mutual holding company, a savings bank shall do all of the following:
1. obtain approval of a reorganization plan
				by a majority of the board of directors of the reorganizing savings bank and
				any acquires savings bank;
2. file
				the reorganization plan with the commissioner;
3. obtain the approval of the reorganization
				plan and any proxy statement by the commissioner and, if applicable, the
				Federal Deposit Insurance Corporation ("FDIC"), the Federal Reserve Board
				("FRB"), and/or the Office of Thrift Supervision ("OTS");
4. obtain approval of the reorganization plan
				at a meeting of members held in accordance with the institution's articles and
				bylaws:
a. if the reorganization is a wholly
				internal reorganization and there is neither a merger nor a sale of all or
				substantially all of its assets to another financial institution, then an
				affirmative vote of a majority of the total number of votes which all members
				of the reorganizing savings bank and any acquires savings banks are entitled to
				cast is required; or
b. if the
				reorganization is not wholly internal or involves a merger, a two-thirds vote
				of such members is required.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 5 - Mutual Holding Company Reorganizations › Section VII-507 - Grounds for Disapproval of Reorganizations

Current through Register Vol. 50, No. 6, June 20, 2024
A. Basic Standards. The commissioner may
				disapprove an application for a mutual holding company reorganization on one or
				more of the following grounds.
1. Disapproval
				is necessary to prevent unsafe or unsound practices, or to otherwise maintain a
				sound financial system.
2. The
				reorganization plan is not fair to members of the reorganizing savings
				bank.
3. The reorganization plan
				does not protect the interests of deposit account holders of the reorganizing
				savings bank.
4. The financial or
				managerial resources of the reorganizing savings bank or any acquires savings
				bank warrant disapproval.
5. After
				the proposed capitalization of the mutual holding company, any savings bank
				subsidiary would fail to meet the requirements of
				R.S.
				6:1201 and 1206.
6. A stock issuance is proposed in connection
				with the reorganization that fails to meet the standards established by
				§513
7. The reorganizing
				savings bank or any acquires savings bank fails to furnish the information
				required to be included in the reorganization plan or any other information
				requested by the commissioner regarding the proposed reorganization.
8. The proposed reorganization would violate
				any applicable federal or state law, rule, or policy of OFI.
9. The resulting or acquires savings banks
				would not have their accounts insured by the FDIC.