Section 1151.64. Conversion of bank or savings bank into savings and loan association

(A) A bank organized under the laws of this state or a savings bank with permanent stock and organized under Chapter 1161. of the Revised Code may convert into a savings and loan association by following the procedures prescribed by divisions (B), (C), and (D) of this section.

(B)

(1) The board of directors shall adopt a resolution fixing the time and place of holding a special meeting of the shareholders and shall cause not less than twenty days' written notice of the time, place, and purpose of the meeting to be given to each shareholder, either personally or by mail, directed to him at his last known address appearing upon the records of the corporation.

(2) At the meeting, a resolution to make the conversion shall be adopted. The resolution shall amend the articles of incorporation to provide that the institution shall be organized under Chapter 1151. of the Revised Code as a savings and loan association, and, if necessary, to change the name of the institution. The amended articles shall contain the provisions required by Chapter 1151. of the Revised Code.

(3) Within one week after the date of the shareholders' meeting, copies of the resolution of the board and of the minutes of the meeting of shareholders, together with a statement showing the giving of notice, all verified by an affidavit of the president or a vice-president and of the secretary or an assistant secretary or cashier or assistant cashier, shall be filed in the office of the superintendent of savings banks or the superintendent of banks and the office of the superintendent of savings and loan associations, and the amendment to the articles of incorporation shall be delivered to the superintendent of savings and loan associations.

(C) Upon receipt of the documents referred to in division (B)(3) of this section, the superintendent of savings and loan associations shall immediately make such inquiry as is necessary to determine whether all of the following conditions are satisfied:

(1) The articles of incorporation as amended comply with Chapter 1151. of the Revised Code.

(2) The requirements of this section have been met.

(3) The institution upon the filing of the amended articles with the secretary of state will be able to commence operations as a savings and loan association as defined in section (3)(b) of the "Federal Deposit Insurance Act," 64 Stat. 873 (1950), 12 U.S.C. 1813(b).

(D) Within sixty days after the receipt of the documents referred to in division (B)(3) of this section, the superintendent of savings and loan associations shall approve or disapprove the amended articles of incorporation. Notwithstanding any other provision of the Revised Code, if the superintendent fails to act within the sixty-day period, the amended articles shall be deemed approved, and the institution shall forward a copy of such amended articles to the secretary of state who shall file the amended articles and furnish a certified copy to the institution and to the superintendent. If the superintendent approves the amended articles, he shall prepare a certificate to this effect and forward the certificate and the amended articles to the secretary of state. Upon receipt of the certificate and amended articles, the secretary of state shall file the amended articles and furnish a copy, certified by him, to the institution. Thereupon, the articles shall be deemed amended.

(E) An amendment to the articles of incorporation described in divisions (B), (C), and (D) of this section shall not require the approval of the superintendent of savings banks or the superintendent of banks.

(F) A national bank that is located in this state may convert into a savings and loan association upon following the procedures of divisions (B), (C), and (D) of this section, except that no documents need be filed with the superintendent of savings banks or the superintendent of banks, and provided that the bank complies with the applicable provisions of federal law.

(G) Notwithstanding any other provisions of law or of its articles of incorporation or constitution, a savings bank without permanent stock organized under the laws of this state may convert to a savings and loan association without permanent stock by following all of the procedures prescribed in this division:

(1) The board of directors shall adopt a resolution to amend the articles of incorporation, which shall require approval by a two-thirds vote of the institution's board of directors unless the articles of incorporation provide otherwise by specific reference to division (G) of this section, and require a vote of members or a different vote of directors. The resolution shall amend the articles of incorporation to provide that the institution shall be organized under Chapter 1151. of the Revised Code as a savings and loan association and, if necessary, to change the name of the institution. The amended articles shall contain the provisions required by Chapter 1151. of the Revised Code.

(2) Within one week after the date of the director's meeting or member's meeting, if required, copies of the resolution of the board of directors or of the members and of the minutes of the director's or member's meeting, together with a statement showing the giving of notice, all verified by an affidavit of the president or a vice-president and of the secretary or assistant secretary or cashier or assistant cashier, shall be filed in the office of the superintendent of savings banks and in the office of the superintendent of savings and loan associations, and the amendment to the articles of incorporation shall be delivered to the superintendent of savings and loan associations.

(3) Upon receipt of the documents referred to in division (G)(2) of this section, the superintendent of savings and loan associations shall immediately make such inquiry as is necessary to determine whether all of the following conditions are satisfied:

(a) The articles of incorporation comply with Chapter 1151. of the Revised Code.

(b) The requirements of this section have been met.

(c) The institution upon filing the amended articles of incorporation with the secretary of state will be able to commence operations as a savings and loan association as described in section (3)(b) of the "Federal Deposit Insurance Act," 64 Stat. 873 (1950), 12 U.S.C. 1813(b).

(4) Within sixty days after the receipt of the documents referred to in division (G)(2) of this section, the superintendent of savings and loan associations shall approve or disapprove the amended articles of incorporation. Notwithstanding any other provision of the Revised Code, if the superintendent fails to act within the sixty-day period, the amended articles shall be deemed approved, and the institution shall forward a copy of the amended articles to the secretary of state who shall file the amended articles and furnish a certified copy to the institution and to the superintendent. If the superintendent approves the amended articles, he shall prepare a certificate to this effect and forward the certificate and the amended articles to the secretary of state. Upon receipt of the certificate and the amended articles, the secretary of state shall file the amended articles and furnish a copy, certified by him, to the institution. Thereupon, the articles shall be deemed amended.

(5) An amendment to the articles of incorporation described in this division shall not require the approval of the superintendent of savings banks.

Effective Date: 10-23-1991