Sec. 9. (a) The department shall prescribe procedures for stock savings bank conversions.

     (b) The procedures prescribed by the department must include the following:

(1) The savings association must prepare and submit a conversion plan to the department that provides the terms and conditions of the stock savings bank conversion as required by the department. The resulting stock savings bank is not required to register its stock under the Securities and Exchange Act of 1934 (15 U.S.C. § 77b et seq.) unless required by other applicable laws or regulations. A conversion plan is sufficient if it complies with the requirements of the primary federal regulator. In case of a stock savings bank conversion by a mutual savings association, the conversion plan must specify the manner of distribution of stock in conformance with the primary federal regulator’s regulations unless otherwise provided in this chapter.

(2) The conversion plan must be adopted by not less than a majority of the board of directors of the savings association.

(3) Upon approval of the conversion plan by the board of directors of the savings association, the conversion plan and a certified copy of the resolution of the board of directors approving the conversion plan must be submitted to the department for approval.

(4) The conversion plan must be conditioned on the approval of not less than a majority of the total number of votes eligible to be cast at a regular or special meeting of the voting parties. In obtaining the approval of the conversion plan by the voting parties, the converting savings association shall provide to the voting parties the information regarding the conversion plan required by the department. In determining the information that must be provided, the department shall give due consideration to the requirements of the primary federal regulator’s regulations relating to proxy statements governed by Section 14 of the Security and Exchange Act of 1934 (15 U.S.C. § 78n).

(5) The savings association shall provide to the department additional relevant information requested by the department regarding the conversion plan.

     (c) Voting parties have the voting rights provided by the bylaws or charter of the converting savings association.

As added by P.L.42-1993, SEC.43. Amended by P.L.27-2012, SEC.67.