Sec. F-1. 9-B MRSA §341, as amended by PL 1983, c. 201, §3, is further amended to read:
§341. Applicability of chapter; fees
1. Applicability. The provisions of this chapter shall apply whenever a financial institution subject to the laws of this State seeks to convert or amend its charter in order to change its chartering authority, adopt the powers granted by this Title to another type of institution, change to a different form of ownership, or adopt a new corporate name for the institution.
2. Fees. No An application made pursuant to section 342, subsection 1, 2 or 5 6 or section 343, 344, 345 or 346 345-A may not be deemed complete by the superintendent unless accompanied by an application fee payable to the Treasurer of State to be credited and used as provided in section 214. The amount of the fee shall must be established by the superintendent according to different application requirements, but in no instance shall may it exceed $2,000.
3. Superintendent's approval. Following approval by the governing body for changes under section 342, subsections 1, 2 or 6 or section 343, 344 or 345, the financial institution shall forward to the superintendent for approval or disapproval, pursuant to the procedures and requirements of section 252, a certified copy of the authorizing resolution adopted by the governing body and such other information as considered necessary by the superintendent. If the superintendent disapproves the conversion plan, the superintendent shall state the reasons for the disapproval in writing and furnish them to the institution. The institution must be given an opportunity to amend the conversion plan to obviate the reasons for disapproval.
Sec. F-2. 9-B MRSA §342, as amended by PL 1991, c. 386, §§5 and 6, is further amended to read:
§342. Conversion to new charter; federal to state; state to federal
1. Federal savings bank or savings and loan to state financial institution. Any federal association or federal savings bank may convert to a savings bank or savings and loan association financial institution organized under the laws of this State in the following manner.
A. At an annual meeting or a special meeting called for that purpose, 51% a majority, or more if required by the institution's organizational documents, of the members or shareholders investors casting votes in person or by proxy must approve of the conversion. Notice of the meeting must be mailed to each member or shareholder investor at least 30 and not more than 60 days prior to the date of the meeting at the member's or shareholder's investor's last known address as shown on the books of the institution.
B. At the meeting required in paragraph A, the members or shareholders investors shall vote upon directors who shall will be the directors of the state-chartered institution after conversion becomes effective and the members shall also vote upon corporators if a board of corporators is to be established for the resulting state-chartered institution.
C. Within 10 days after the meeting, a copy of the minutes of the meeting, verified by affidavit of the clerk or secretary, together with such additional information as the superintendent may require, must be submitted to the superintendent for the superintendent's approval or disapproval in writing of the proposed conversion pursuant to the procedures and requirements of section 252. The verified copies of the minutes of the meeting when filed are presumptive evidence of the holding and action of the meeting.
D. Copies of the minutes of the meeting of members or shareholders investors, verified by affidavit of the clerk or secretary, and copies of the superintendent's written approval must be mailed to the Federal Home Loan Bank Board Office of Thrift Supervision or its successor within 10 days after approval.
E. Following compliance with all applicable requirements of federal law, if any, the directors elected pursuant to paragraph B shall execute 3 copies of the articles of incorporation organizational documents upon which the superintendent shall endorse approval and those articles documents must be filed in accordance with the provisions of section 313 or 323 chapter 31 or 32. Each director shall sign and acknowledge the articles, documents as a subscriber to the articles documents.
F. So far as applicable, the provisions of this Title apply to the resulting institution.
G. The rights of dissenting investors of a converting federal savings bank or federal savings and loan are governed by federal law.
2. National bank to financial institution. A national bank authorized to do business in this State may convert to a trust company financial institution organized under the laws of this State in the following manner:.
A. Such The national bank must comply with the conditions and limitations imposed by the laws of the United States governing such the conversion;.
B. Such The converting national bank may apply for a State charter by filing with the superintendent an application signed by its president and by a majority of its board of directors governing body setting forth the corporate action taken in compliance with the laws of the United States in paragraph A, and affixing thereto to the application the articles of incorporation, approved by the stockholders, organizational documents governing the bank as a trust company; financial institution.
C. The superintendent shall approve or disapprove such conversion to a State-chartered trust company pursuant to the procedures and requirements of section 252.
D. The rights of dissenting stockholders investors of a converting national bank shall be are governed by federal law.
3. Thrift institution to federal savings and loan. A savings bank or savings and loan association organized under the laws of this State may convert to a Federal institution pursuant to section 5 of the Home Owners' Loan Act of 1933, as amended, in the following manner:
A. At an annual meeting, or a special meeting called for that purpose, 51% or more of the votes of members, corporators or shareholders present and voting must approve such conversion. Notice of such meeting shall be mailed to each member, corporator or shareholder not less than 20 nor more than 30 days prior to such meeting at his last known address as shown on the books of the institution.
B. Within 10 days after such meeting, a copy of the minutes of such meeting, verified by affidavit of the clerk or secretary, shall be filed with the superintendent, and when so filed shall be presumptive evidence of the holding and action of such meeting.
C. Within 3 months after the date of such meeting, the institution shall take such action in the manner prescribed and authorized by the laws of the United States as shall make it a federal association.
D. Upon the grant to an institution of a charter by the Federal Home Loan Bank Board, the institution receiving such charter shall cease to be an institution organized pursuant to this Title and shall no longer be subject to supervision and regulation by the superintendent, except as authorized under Federal law or regulations or as otherwise provided herein.
E. A copy of the charter issued to the federal association or federal savings bank by the representative of the Federal Home Loan Bank, or a copy of a certificate showing the organization of such institution as a federal association, shall be filed immediately with the superintendent and with the Secretary of State. Upon receipt of a copy of the charter or certificate, the superintendent shall notify the Secretary of State that the conversion has been effected.
4. Trust company to national bank.
A. Nothing contained in the laws of this State shall restrict the right of a trust company to convert to a national bank. The action to be taken by a converting trust company and its rights and liabilities and those of its stockholders shall be the same as those prescribed for national banks at the time of such action by the laws of the United States and not by the laws of this State, except that a vote of the holders of 2/3 of each class of voting stock of a trust company shall be required for the conversion, and that, on conversion to a national bank, the rights of dissenting stockholders shall be those specified in section 352, subsection 5;
B. Upon completion of the conversion, the trust company shall certify, in writing, that such conversion has been completed under applicable Federal law. At such time as the superintendent receives such writing, the franchise of the converting trust company shall terminate automatically, which fact shall be certified by the superintendent to the Secretary of State.
5. Other conversions. The superintendent is authorized to promulgate regulations permitting the conversion of savings banks from state to federal charter, and from federal to state charter at such time as Federally-chartered savings banks are authorized to do so pursuant to the laws of the United States.
6. State to federal charter. A financial institution organized under provisions of this Title may convert to a federal association or to a national bank in accordance with applicable federal laws and regulations and the following provisions.
A. A majority of the institution's investors or mutual voters, or more if required by the institution's organizational documents, must approve the conversion at an annual meeting or at a special meeting. Notice of the meeting must be mailed not less than 20 nor more than 30 days prior to the meeting to each investor or mutual voter at the investor's or voter's last known address as shown on the books of the institution.
B. Upon completion of the conversion, the financial institution shall certify in writing that the conversion has been completed under applicable federal law. The charter of the converting financial institution terminates automatically upon issuance of the federal charter or certificate. Upon receipt of a copy of the charter or certificate showing the organization of the institution as a federal institution, the superintendent shall notify the Secretary of State that the conversion has been effected.
C. The rights of dissenting investors of a financial institution converting to a federal charter are those specified in section 352, subsection 5.
Sec. F-3. 9-B MRSA §343, as amended by PL 1991, c. 670, §4, is further amended to read:
§343. Conversion of institutional charter
With the superintendent's approval, and in accordance with the provisions of this section and regulations promulgated hereunder, a A financial institution organized under Part 12 may convert its charter to do business as one type of financial institution to another, institution organized under Part 12 or as a universal bank, and a universal bank organized under chapter 31 may convert to a financial institution organized under Part 12 in the following manner:.
1. Adoption of plan. The institution's board of directors governing body shall adopt by a 2/3 vote of all members, a conversion plan which shall that must include:
A. The name of the institution and its location;
B. The type of the institution which the that resulting institution is to be;
C. A method and schedule for terminating any non-conforming nonconforming activities which that would result from such conversion;
D. A statement of the competitive impact resulting from such conversion, including the loss of particular financial services, including home mortgage financing, in the market area resulting from such conversion;
E. A statement that the conversion is subject to approval of the superintendent and the institution's stockholders, corporators or members investors; and
F. Such additional information as the superintendent may require, pursuant to regulations or otherwise.
2. Superintendent's approval. Following approval by the board of directors, the conversion plan, together with a certified copy of the authorizing resolution adopted by the board of directors, shall be forwarded to the superintendent for his approval or disapproval pursuant to section 252. If the superintendent disapproves the plan, the reasons for such disapproval shall be stated in writing and furnished by the superintendent to the institution, which shall be given an opportunity to amend the plan to obviate such reasons for disapproval The superintendent shall approve a conversion plan in accordance with section 341, subsection 3.
3. Vote of investors. The conversion plan of a trust company, nondepository trust company or a mutual savings bank, as approved by the superintendent, must be submitted to the stockholders or corporators investors for their approval at an annual meeting, or at a special meeting called for that purpose, pursuant to the requirements of section 352, subsection 3 or section 353, subsection 3. Approval requires a 2/3 majority vote or higher if required by the institution's organizational documents of those entitled to vote.
The conversion plan of a savings and loan association, as approved by the superintendent, must be submitted to the members for their approval at an annual meeting, or at a special meeting called for that purpose, pursuant to the requirements of section 352, subsection 3 or section 353, subsection 3. Approval by a savings and loan association requires a majority vote of those entitled to vote. Each holder of a savings account in a savings and loan association is entitled to cast one vote for each $100 or fraction thereof, of the withdrawable value of the holder's accounts, up to a maximum of 50 votes. A borrowing member of a savings and loan association is permitted, as a borrower, to cast one vote and to cast the number of votes to which the borrowing member may be entitled as the holder of savings accounts. The members who are entitled to vote at the meeting of the members to adopt the conversion plan must be holders of savings accounts and borrowing members of record on the books of the association as of such date as may be prescribed by the superintendent.
4. Executed plan; certificate; and effective date. The following provisions apply to the executed plan, certificate and effective date.
A. Upon approval by the stockholders, corporators or members investors of the institution, the president or vice president and the clerk or secretary institution shall submit the executed conversion plan to the superintendent, together with all necessary amendments to the institution's articles of incorporation and bylaws organizational documents, each certified by such officers; an executive officer, clerk or secretary.
B. The superintendent shall file one copy of the items set forth in paragraph A with the Secretary of State for record, and issue to the resulting institution a certificate specifying the name of the converting institution and the name and organizational structure of the resulting institution. Such This certificate shall be is conclusive evidence of the conversion, and of the correctness of all proceedings relating thereto, to the conversion in all courts and places. The certificate may be filed in any office for the recording of deeds to evidence the new name in which property of the converting institution is to be held.
C. Unless a later date is specified in the conversion plan, the action shall become becomes effective upon the issuance of the certificate in paragraph B, and the former charter of the converting institution shall terminate terminates automatically.
5. Effect of disapproval. If the superintendent disapproves the plan, and any modifications thereof, the plan shall not be resubmitted for at least one year following the date of such disapproval.
Sec. F-4. 9-B MRSA §344, as amended by PL 1985, c. 251, is further amended to read:
§344. Conversion: mutual ownership change
With the superintendent's approval, and in accordance with the provisions of this section and regulations promulgated hereunder adopted under this section, a mutual financial institution may convert to a stock cooperative financial institution of the same type charter; provided that such, a cooperative financial institution may convert to a mutual financial institution and either a cooperative or mutual financial institution may convert to a financial institution organized under chapter 31 or 81 if the conversion is conducted in a manner equitable to all parties thereto to the conversion, in the following manner:.
1. Adoption of plan. The financial institution's board of directors governing body shall adopt, by a 2/3 vote of all members of the board governing body, a conversion plan, the provisions of which shall must comply with the requirements set forth in regulations promulgated adopted by the superintendent and which shall insure that ensure that the interests of depositors and account holders in the net worth of the institution are equitably provided for and that such conversion will not have an adverse impact on the stability of any other financial institution.
2. Public hearing. The following provisions govern a public hearing.
A. Following approval by the board of directors, the conversion plan, together with a certified copy of the authorizing resolution adopted by the board of directors, shall be forwarded to the superintendent for his approval or disapproval pursuant to section 252, and the requirements set forth in regulations promulgated under this section.
B. Public hearings on the conversion plan may be conducted by the superintendent in the community where the financial institution has its principal office. Such hearings shall be for the purpose of determining may be held to determine whether the plan provides fair and equitable treatment to the depositors and to the institution. Hearings pursuant to this paragraph may be combined with any hearing on the application that may be scheduled pursuant to section 252.
C. If the superintendent disapproves the plan, the reasons for such disapproval shall be stated in writing and furnished to the institution, which shall be given the opportunity to obviate such reasons for disapproval.
3. Account holders; informational meetings and approval. The conversion plan shall must be presented to the members who are eligible account holders at special informational meetings held in each county where a branch office of the financial institution is located. These meetings shall be monitored by the superintendent. The superintendent shall monitor these meetings. The conversion plan, as approved by the superintendent, shall must be submitted to the members who are eligible account holders of the financial institution for their approval at an annual meeting or at a special meeting called for that purpose, pursuant to the requirements of section 353, subsection 3, with such information in the notice as the superintendent may prescribe. A 2/3 vote of the members or eligible account holders is necessary to approve the conversion plan. Voting on the conversion plan may be in person or by written ballot. Any members or eligible account holders not present at the meeting in person or any member or eligible account holder not returning a written ballot shall must be regarded as having affirmatively voted for the conversion and shall must be counted among the required 2/3 vote; provided that if notice of this fact shall have has been contained in the published and mailed notices; and provided further that if the notice, along with a ballot, was mailed to the member or eligible account holder as required in section 353 351, subsection 3 4, paragraph A. The voting rights of account holders in a mutual savings bank or trust company shall be financial institution organized under chapter 32 are the same as granted to members of a mutual savings and loan association cooperative financial institution organized under chapter 32 pursuant to section 325.
The superintendent may waive, upon written request by the applicants and for good cause shown, the requirement for informational meetings for a mutual financial institution converting to a cooperative financial institution or a cooperative financial institution converting to a mutual financial institution.
4. Executed plan, certificate and effective date. Upon approval of the plan of conversion by the members or eligible account holders, the institution shall comply with section 343, subsection 4 for the conversion to become effective;, provided that the superintendent shall determine as a condition precedent to issuing a certificate that all applicable requirements of federal law, if any, have been complied with by the converting institution.
5. Effect of disapproval. If the superintendent disapproves the plan and any modifications thereof, the plan shall not be resubmitted for at least one year following the date of such disapproval.
6. Superintendent's authority. In implementing this section, the superintendent is hereby authorized to may issue any and all rules, regulations and orders necessary to insure ensure that conversion to a stock an equity institution shall be or to another form of mutual organization is conducted in a fair and equitable manner, so as to insure ensure the safety and soundness of the institution and the protection of the institution's net worth including, but not limited to, restrictions on the transfer or disposition of shares in the resulting institution, or mergers or consolidations by the resulting institution.
Sec. F-5. 9-B MRSA §345, as enacted by PL 1975, c. 500, §1, is amended to read:
§345. Conversion; investor to mutual ownership
With the superintendent's approval, and in accordance with the provisions of this section and regulations promulgated hereunder rules adopted under this section, a stock financial institution organized under chapter 31 may convert to a mutual financial institution of the same type charter; provided that such organized under chapter 32, if this conversion is conducted in a manner fair and equitable to its depositors and stockholders investors, in the following manner:.
1. Procedure. The method of adopting and approving a plan for a conversion under this section shall be as set forth in section 343, except that a conversion plan authorized pursuant to this section shall make adequate provision for the surplus account of the resulting institution governing body must adopt and approve by a 2/3 vote a conversion plan that addresses conditions as the superintendent may require.
1-A. Vote of investors. The conversion plan, as approved by the superintendent, must be submitted to the investors for their approval at an annual meeting or at a special meeting called for that purpose. Approval requires a majority vote of investors, unless a higher percentage is required by the institution's organizational documents.
2. Dissenting investor. The rights of any stockholders investors not voting for the plan of conversion shall be plan are as set forth in section 352, subsection 5.
Sec. F-6. 9-B MRSA §345-A, as amended by PL 1987, c. 40, §1, is further amended to read:
§345-A. Authority for expedited charter conversions
Notwithstanding any other provision of law, or any charter, certificate of organization, articles of association, articles of incorporation, or bylaw organizational document of any participating institution, when a charter conversion is approved by the directors governing body of a financial institution authorized to do business in this State as a component of a plan of merger, consolidation or acquisition with another financial institution or financial institution holding company, regardless of this institution's or holding company's domicile, and following compliance with all applicable requirements of federal law, if any, the superintendent may order that the charter conversion become effective immediately. The superintendent may take such action if he the superintendent believes that it is necessary for the protection of depositors, shareholders or the public. Any person aggrieved by a charter conversion executed pursuant to this section shall be is entitled to judicial review of the superintendent's order in accordance with the Maine Administrative Procedure Act, Title 5, chapter 375, subchapter VII.
Sec. F-7. 9-B MRSA §345-B is enacted to read:
§345-B. Conversion; investor to investor ownership
With the superintendent's approval and in accordance with the provisions of this section and rules adopted under this section, which are routine technical rules pursuant to Title 5, chapter 375, subchapter II-A, an equity financial institution organized under chapter 31 may convert its ownership structure to another type of ownership structure permissible under chapter 31 if this conversion is conducted in a manner fair and equitable to its investors, in the following manner.
1. Procedure. The governing body must adopt and approve by a 2/3 vote a conversion plan that addresses conditions as the superintendent may require.
2. Vote of investors. The conversion plan, as approved by the superintendent, must be submitted to the investors for their approval at an annual meeting or at a special meeting called for that purpose. Approval requires a majority vote of investors, unless a higher percentage is required by the institution's organizational documents.
3. Dissenting investors. The rights of any investors not voting for the conversion plan are as set forth in section 352, subsection 5.
Sec. F-8. 9-B MRSA §346, sub-§§1 and 2 as enacted by PL 1975, c. 500, §1, are amended to read:
1. Authorization; prohibitions. Any financial institution may change its corporate name to another name; provided that such name is not in violation of the restrictions contained in sections 572, 673 and 711 and provided further that if the name selected is not the same or deceptively similar to the name of any other financial institution authorized to do business in this State.
2. Requirements. A change in the name of a financial institution shall require that requires compliance with the following requirements be complied with:
A. An affirmative vote of its stockholders, corporators or members Approval pursuant to section 314-A or 325 by investors or mutual voters and the superintendent to amend the name set forth in the institution's articles of incorporation organizational document; and
B. Duplicate certificates containing the former name and new name, and a copy of the vote to change names signed by the president and clerk or secretary, shall be submitted to the superintendent within 10 days of the vote for his approval or disapproval in accordance with section 252; and
C. The superintendent shall notify forthwith the institution of his the superintendent's decision; and, if he the superintendent approves the name change, he the superintendent shall file a certificate with the Secretary of State indicating his approval.
Sec. F-9. 9-B MRSA §347, as enacted by PL 1975, c. 500, §1, is amended to read:
§347. Effect of conversion or amendment; nonconforming activities
The financial institution resulting from any action taken pursuant to the authority granted in this chapter shall be is subject to the provisions of sections 356, 357 and 358 and shall comply with the requirements thereof of these sections and regulations promulgated thereunder rules adopted under these sections.
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