Oklahoma Administrative Code › Title 180 - Oklahoma State Credit Union Board › Chapter 10 - Supervision, Regulation and Administration › Subchapter 3 - New Credit Unions, Mergers, Conversions and Field of Membership › Section 180:10-3-3 - Conversion requirements

Current through Vol. 41, No. 20, July 1, 2024
(a) To effect a conversion of charter, a credit union must comply with all requirements of the authority under which it was originally chartered and the requirements of the Board and file proof of such compliance with the Board.
(1)
Conversion from a state-chartered credit union to a federally-chartered credit union.
(A) Upon approval of the proposition to convert to a federal credit union by a majority of the board of directors, it shall set a date for a meeting of membership, at which the individual members shall have the option to vote on the proposition, either in person at the meeting, or by written ballot to be filed on or before the date of the meeting. The board of directors promptly shall notify the Commissioner, in writing, of its approval of the proposition to convert to a federal credit union and the date set for the meeting of the members.
(B) Written notice of the meeting shall be delivered in person to such members, or sent to members in a format or medium by which members have agreed to receive account statements, at the address for such member appearing on the records of the credit union, not more than thirty (30) days nor less than seven (7) days prior to the date set for the meeting.
(C) In addition to setting forth the proposition for conversion and the date, time, and place of the meeting, the written notice of the meeting shall:
(i) inform the members of the opportunity to vote by written ballot and when, where, and how (on or before the date of the meeting) such written ballot shall be filed, which may include filing by electronic means;
(ii) contain a form of written ballot for the use of those members who will vote thereby instead of in person at the meeting; and
(iii) set forth, for the advance consideration of the members, a brief and accurate statement of reasons for and against the proposed conversion, including the effect, if any, it will have upon share holdings and obligations of members, and the policies and practices of the credit union.
(D) A copy of the meeting notice, verified by the affidavit of the secretary of the credit union, shall be delivered to the Commissioner at the same time, in advance of the meeting, that it is delivered to the members.
(E) In order for the proposition for conversion to be approved and acted upon further by the credit union, it must receive the affirmative vote of a majority of the members voting.
(F) A statement of the results of the member vote, verified by the affidavits of the president or vice president, and the secretary, shall be filed with the Commissioner within ten (10) days after the vote is taken.
(G) Within 30 days after receiving the statement of the results of the member vote, the Commissioner shall notify the credit union, in writing, of any findings, including the reasons therefor, that adversely affect the validity of the attempted conversion. If the requirements of this section have not been satisfied, the attempted conversion shall be ineffective and the credit union shall continue to be a state credit union, subject to the provisions of the Act, to the same extent as though the conversion had not been attempted.
(H) If the proposition for conversion is approved by the affirmative vote of a majority of all the members voting, the board of directors, promptly and in no event later than ninety (90) days after such approval, shall take such action on behalf of the credit union as may be necessary under the applicable federal law for the conversion of the credit union to a federally-chartered credit union. In addition, the board of directors promptly shall inform the Commissioner of the action so taken and, from time to time, of the progress of such action.
(I) Within ten (10) days after the credit union receives a federal credit union charter, it shall file a copy thereof with the Commissioner. The Commissioner promptly shall notify the credit union, in writing, of the receipt of the national charter. The credit union shall cease to be a state-chartered credit union as of the close of business on the date such copy is received by the Commissioner, unless the credit union has been notified in writing or is notified in writing to the contrary, pursuant to subparagraph (G) of this paragraph, or such later date as specified by the approval of the conversion by the NCUA. Upon ceasing to be a state credit union, such credit union shall no longer be subject to any of the provisions of the Act, shall surrender its original charter certificate to the Commissioner, and shall file all appropriate documents with the Oklahoma Secretary of State necessary to reflect the conversion to a federal charter and the cessation of the credit union's state chartered organization. The successor federal credit union shall be vested with all the assets and shall continue to be responsible for all of the obligations of the state credit union to the same extent as though the conversion had not taken place.