20 CSR 1140-28.010 - Conversion of Mutual Associations to Stock Associations
(1)
This regulation and regulations of the appropriate federal regulatory agencies
shall govern the conversion of mutual associations to capital stock
associations except as the director of the Division of Finance and the
appropriate federal regulatory agencies may otherwise provide in supervisory
cases.
(2) As used in this
regulation unless the context clearly requires otherwise, the following terms
shall have the following meanings:
(A)
Applicant means a mutual savings and loan association incorporated under the
laws of the state of Missouri which is applying to the director of the Division
of Finance to convert to a capital stock savings and loan
association;
(B) Capital stock
association means an association which issues capital stock;
(C) Director means the director of the
Division of Finance, state of Missouri;
(D) FDIC means the Federal Deposit Insurance
Corporation or other appropriate federal regulatory agencies; and
(E) Mutual association means an association
not having capital stock.
(3) Application to Director. An applicant
shall file with the director two (2) copies of an application for approval of
conversion, with supporting exhibits, in the form required by appropriate
federal regulatory agencies. The applicant shall also furnish to the director
such additional information as the director may request which is not included
in the applicant's filing with the FDIC.
(4) Content of Proposed Stock Articles of
Incorporation and Bylaws. As part of the application, an applicant shall submit
to the director proposed amendments to its articles of incorporation and
amendments to its bylaws which shall be similar as to content and form as the
stock charter and bylaws specified by the appropriate federal regulatory agency
for federally-chartered stock savings and loan associations, except to the
extent that such federal stock charter and bylaw provisions are inconsistent
with Missouri law.
(5) Content of
Applicant's Plan of Conversion. The applicant's plan of conversion shall comply
with the requirements of the FDIC, including the determination of the
eligibility record date (if applicable) with respect to subscription rights to
purchase the applicant's conversion stock. The applicant's plan of conversion
may also provide for employment contracts for the applicant's officers and
employees upon conversion provided, however, that such contracts are in
conformity with Missouri law; and for a stock option plan which shall be
subject to approval by the director. The director may require provisions in an
applicant's plan of conversion in addition to the requirements of the FDIC if
s/he determines that such additional provisions are necessary for an equitable
conversion.
(6) Approval for
Conversion. No plan of conversion shall be submitted to a meeting of the
members of the association called for that purpose until and unless it is
affirmatively found by the director that-
(A)
The plan is fair and equitable to the members of the applicant
association;
(B) The interests of
the applicant's savings account holders and the public are adequately
protected;
(C) The amended articles
and bylaws of the applicant are in conformity with Missouri law;
(D) The plan of conversion has been approved
by the FDIC and the converted association will have its accounts insured by the
FDIC;
(E) At least a majority of the
board of directors of the converting association has approved the plan of
conversion;
(F) The director has
approved the proxy statement and proxy forms; and
(G) The applicant has complied with such
additional requirements as are deemed necessary by the director and the
appropriate federal regulatory agencies for an equitable
conversion.
(7) Vote by
the Applicant's Members on Plan of Conversion. Upon approval by the director
and the appropriate federal regulatory agencies, the plan of conversion shall
be submitted to a meeting of the members called to consider such action.
(A) No plan of conversion shall be
implemented unless it is approved by a majority vote of the total number of
votes eligible to be cast in person or by proxy at such meeting. Notice of the
meeting, giving the time, place and purpose thereof, together with a proxy
statement and proxy form approved by the director covering all matters to be
brought before the meeting, shall be mailed to each voting member of the
applicant at such member's last address as shown on the books of the applicant
at least twenty (20) days before the date on which the meeting is to be
held.
(B) After the meeting of the
applicant's voting members, which was called to consider the plan of
conversion, the applicant shall promptly file with the director a certified
copy of each resolution adopted at such meeting relating to the plan of
conversion together with the following information certified to by its
president or a vice president and attested by its secretary or assistant
secretary with corporate seal:
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 and
against each such matter.
(C) The applicant shall also file with the
director an opinion of counsel that the meeting was held in compliance with all
applicable state and federal laws.
(D) The certified copy of each resolution
adopted at the meeting, being part of the minutes of such meeting when filed,
shall be presumptive evidence of the holding of the meeting and of the action
taken.
(E) An association's members
shall have no rights of approval or participation in a voluntary supervisory
stock conversion approved by the director and the appropriate federal
regulatory agency. The director and the appropriate federal regulatory agency
may authorize the conversion to the stock form of an association in modified
conversions pursuant to regulations of the appropriate federal regulatory
agency without requiring the prior approval of the association's
members.
(8) Filing of
Offering Circulars. The offering circulars for the applicant's subscription
offering and any additional offering to the general public shall be prepared in
compliance with the requirements of the FDIC and any additional requirements
imposed by the director. Two (2) copies of each such offering circular in
preliminary form shall be filed with the director, 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
director.
(9) Effective Date of
Conversion. Subsequent to the meeting of the members, upon a finding by the
director that the conversion to a capital savings and loan association has been
completed in accordance with the requirements of Chapter 369, RSMo, and prior
to the execution of orders for the applicant's conversion stock, the director
shall issue to the applicant a certificate of conversion, attaching thereto a
copy of the applicant's plan of conversion. A certified copy of such
certificate shall be filed by the director with the secretary of state and all
amendments to the applicant's articles of incorporation pursuant to the plan of
conversion shall become effective. Concurrently, the applicant shall execute
all orders received for its conversion stock.
(10) A mutual association may convert to the
stock form pursuant to this regulation and regulations of the appropriate
federal regulatory agencies as part of a transaction in connection with the
formation of a holding company, an acquisition by an existing holding company
or a merger with an existing insured stock association.
Notes
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