Connecticut General Statutes 36a-135 – Conversions of a mutual institution into another mutual institution
(a)(1) Any mutual savings bank, federal mutual savings bank, mutual savings and loan association, or federal mutual savings and loan association may convert into a mutual savings bank, federal mutual savings bank, mutual savings and loan association, or federal mutual savings and loan association, in accordance with the provisions of this section and any regulations the commissioner may adopt in accordance with chapter 54 as are necessary to allow such conversions on an equitable basis, provided this section does not apply to the conversion of a mutual federal bank into another mutual federal bank.
Terms Used In Connecticut General Statutes 36a-135
- another: may extend and be applied to communities, companies, corporations, public or private, limited liability companies, societies and associations. See Connecticut General Statutes 1-1
- Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
- Appraisal: A determination of property value.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bank: means a Connecticut bank or a federal bank. See Connecticut General Statutes 36a-2
- Commissioner: means the Banking Commissioner and, with respect to any function of the commissioner, includes any person authorized or designated by the commissioner to carry out that function. See Connecticut General Statutes 36a-2
- Connecticut bank: means a bank and trust company, savings bank or savings and loan association chartered or organized under the laws of this state. See Connecticut General Statutes 36a-2
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Deposit: means funds deposited with a depository. See Connecticut General Statutes 36a-2
- Deposit account: means an account into which deposits may be made. See Connecticut General Statutes 36a-2
- Depositor: includes a member of a mutual savings and loan association. See Connecticut General Statutes 36a-2
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Equity capital: means the excess of a Connecticut bank's total assets over its total liabilities, as defined in the instructions of the federal Financial Institutions Examination Council for consolidated reports of condition and income. See Connecticut General Statutes 36a-2
- Executor: A male person named in a will to carry out the decedent
- Federal bank: means a national banking association, federal savings bank or federal savings and loan association having its principal office in this state. See Connecticut General Statutes 36a-2
- Federal Deposit Insurance Corporation: A government corporation that insures the deposits of all national and state banks that are members of the Federal Reserve System. Source: OCC
- Governing board: means the group of persons vested with the management of the affairs of a financial institution irrespective of the name by which such group is designated. See Connecticut General Statutes 36a-2
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Loan: includes any line of credit or other extension of credit. See Connecticut General Statutes 36a-2
- Mutual: when used in conjunction with any institution that is a bank or out-of-state bank means any such institution without capital stock. See Connecticut General Statutes 36a-2
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Savings account: means a deposit account, other than an escrow account established pursuant to section 49-2a, into which savings deposits may be made and which account must be evidenced by periodic statements delivered at least semiannually or by a passbook. See Connecticut General Statutes 36a-2
- Savings and loan association: means an institution chartered or organized under the laws of this state as a savings and loan association. See Connecticut General Statutes 36a-2
- Savings bank: means an institution chartered or organized under the laws of this state as a savings bank. See Connecticut General Statutes 36a-2
- State: means any state of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, the trust territory of the Pacific Islands, the Virgin Islands and the Northern Mariana Islands. See Connecticut General Statutes 36a-2
- Trustee: A person or institution holding and administering property in trust.
(2) Any conversion pursuant to this section involving the conversion of or to a federal mutual savings bank or federal mutual savings and loan association shall be authorized only if permitted by federal law and shall be subject to all requirements prescribed by federal law.
(3) The converting institution shall file with the commissioner a proposed plan of conversion, a copy of the proposed amended certificate of incorporation, and a certificate by the secretary of the converting institution that the proposed plan of conversion has been approved, in accordance with subdivision (4) of this subsection, by the governing board, and, in the case of a converting savings and loan association, federal savings bank or federal savings and loan association, the depositors or members thereof.
(4) The plan of conversion shall require the approval of a majority of the governing board of the converting institution. In the case of a converting savings and loan association, the plan of conversion shall also require the favorable vote of not less than fifty-one per cent of the votes cast by depositors of such association at a special meeting called to consider such conversion. In the case of a converting federal savings bank or federal savings and loan association, the plan of conversion shall require any vote of depositors or members prescribed by federal law.
(5) In the case of a converting savings and loan association, any depositor may, within fifteen days after written notice given such depositor of such conversion, signify to such association, in writing, such depositor’s dissent therefrom. Any such dissenting depositor shall not, as a result of the conversion, become a depositor of the converted institution, and shall be entitled to receive from the converted institution the value of such depositor’s savings account in the converting association, to be ascertained by an appraisal, made as the governing board of the converted institution prescribes. If the value so fixed is not satisfactory to such depositor, such depositor may appeal to the commissioner, who shall make a reappraisal, which is final. If the reappraisal exceeds the value fixed by the governing board, the converted institution shall pay the expenses thereof. If the reappraisal does not exceed the value fixed by the governing board, the appellant shall pay the expenses thereof. The value so ascertained shall be a debt due such depositor from such converted institution. Any depositor of a converting association who does not dissent in accordance with this subdivision shall become a depositor of the converted institution and shall receive, without payment, a withdrawable deposit account or accounts in the converted institution equal in withdrawable amount to the withdrawal value of such depositor’s deposit account or accounts in the converting association.
(b) In any conversion of a mutual savings bank or mutual savings and loan association to a federal mutual savings bank or federal mutual savings and loan association under this section:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that (A) the converting institution has complied with all applicable provisions of law, and (B) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations.
(2) After receipt of the commissioner’s approval, the converting institution shall promptly file such approval with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon such filing, and upon the receipt of all necessary approvals required under federal law, the converting institution shall cease to be a mutual savings bank or mutual savings and loan association and shall become a federal mutual savings bank or federal mutual savings and loan association, as the case may be. The converted institution shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency.
(c) In any conversion under this section involving the conversion to a mutual savings bank or mutual savings and loan association:
(1) The commissioner shall approve a conversion under this subsection if the commissioner determines that: (A) The converting institution has complied with all applicable provisions of law; (B) the converting institution has equity capital at least equal to the minimum equity capital required for the organization of a Connecticut bank; (C) the programs, policies and procedures of the converting institution relating to anti-money-laundering activity are adequate, and the converting institution has a record of compliance with anti-money-laundering laws and regulations; and (D) the proposed conversion will serve the public necessity and convenience.
(2) After receipt of the commissioner’s approval, the converting institution shall promptly file such approval and its amended certificate of incorporation with the Secretary of the State and with the town clerk of the town in which its principal office is located. Upon such filing, the converting institution ceases to be the type of institution from which it converted and becomes a mutual savings bank or mutual savings and loan association, as the case may be. The converted institution shall not commence business unless its insurable accounts and deposits are insured by the Federal Deposit Insurance Corporation or its successor agency. Upon such conversion, the converted institution possesses all of the rights, privileges and powers granted to it by its amended certificate of incorporation and by the provisions of the general statutes applicable to the type of institution into which it converted, and all of the assets, business and good will of the converting institution are transferred to and vested in it without any deed or instrument of conveyance provided the converting institution may execute any deed or instrument of conveyance as is convenient to confirm such transfer. The converted institution is subject to all of the duties, relations, obligations, trusts and liabilities of the converting institution, whether as debtor, depository, registrar, transfer agent, executor, administrator, trustee or otherwise, and is liable to pay and discharge all such debts and liabilities, to perform all such duties and to administer all such trusts in the same manner and to the same extent as if the converted institution had itself incurred the obligation or liability or assumed the duty, relation or trust. All rights of creditors of the converting institution and all liens upon the property of such institution are preserved unimpaired and the converted institution is entitled to receive, accept, collect, hold and enjoy any and all gifts, bequests, devises, conveyances, trusts and appointments in favor of or in the name of the converting institution and whether made or created to take effect prior to or after the conversion.
(3) The persons named as directors in the amended certificate of incorporation of the converted institution shall be its directors until the first annual election of directors after the conversion or until the expiration of their terms as directors, and have the power to take all necessary actions and to adopt bylaws concerning the business and management of such converted institution.