Florida Statutes 665.033 – Conversion of state or federal mutual association to capital stock association
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(1) CONVERSION INTO CAPITAL STOCK ASSOCIATION.–Any state or federal mutual association may apply to the office for permission to convert itself into an association operated under the provisions of this chapter in accordance with the following procedures:
(a) The board of directors shall approve a plan of conversion by resolution adopted by a majority vote of all the directors. The plan shall include, among other terms:
1. Financial statements of the association as of the last day of the month preceding adoption of the plan.
2. Such financial data as may be required to determine compliance with applicable regulatory requirements respecting financial condition.
3. A provision that each savings account holder of the mutual association will receive a withdrawable account in the capital stock association equal in amount to his or her withdrawable account in the mutual association.
4. A provision that each member of record will be entitled to receive rights to purchase voting common stock.
5. Pro forma financial statements of the association as a capital stock association, which shall include data required to determine compliance with applicable regulatory requirements respecting financial condition.
6. With particularity, the business purpose to be accomplished by the conversion.
7. Such other information as the commission requires by rule.
Terms Used In Florida Statutes 665.033
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Association: means a capital stock association subject to the provisions of this chapter. See Florida Statutes 665.012
- Capital stock: means the aggregate of shares of nonwithdrawable capital issued by a capital stock association, but does not include nonwithdrawable capital represented by capital certificates. See Florida Statutes 665.012
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
- Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
- Savings account: means that part of the savings liability of the association which is credited to the account of the holder thereof. See Florida Statutes 665.012
(b) The plan of conversion shall be executed by a majority of the board of directors and submitted to the office for approval prior to any vote on conversion by the members.
(c) The office may approve or disapprove the plan, but may not approve the plan unless it finds that the association will comply sufficiently with the requirements of the financial institutions codes after conversion to entitle it to become an association operating under the financial institutions codes and the rules of the commission. The office may deny an application from any federal association that is subject to a cease and desist order or other supervisory restriction or order imposed by any state or the federal supervisory authority, or insurer, or guarantor or that has been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50, relating to the control of money laundering and terrorist financing; chapter 896, relating to offenses related to financial transactions; or similar state or federal law.
(d) If the office approves the plan of conversion, the question of such conversion may be submitted to the members at a meeting of voting members called to consider such action. A vote of 51 percent or more of the total number of votes eligible to be cast, unless federal law permits a lesser percentage of votes for a federal mutual association to convert, in which case that percentage shall control, shall be required for approval. Notice of the meeting, giving the time, place, and purpose thereof, together with a proxy statement and proxy form covering all matters to be brought before the meeting, shall be mailed at least 30 days prior thereto to the office for review and to each voting member at his or her last address as shown on the books of the association.
(2) MINUTES OF MEETING.–Copies of the minutes of the meeting of members, verified by the affidavit of the secretary or assistant secretary of the association, shall be filed with the office and with the appropriate federal regulatory agency, within a reasonable time after the meeting. When so filed, the verified copies of the minutes are presumptive evidence of the holding of the meeting and of the action taken.
(3) FILING OF ARTICLES OF INCORPORATION AND COMMITMENT FOR INSURANCE OF ACCOUNTS.–The directors of the association shall have executed and filed with the office proposed articles of incorporation as provided for in s. 658.23, together with the application for conversion and a firm commitment for, or evidence of, insurance of deposits and other accounts of a withdrawable type. The articles shall contain a statement that the association resulted from the conversion of a state or federal mutual association to a capital stock association. Approval by the office shall be affixed to the articles of incorporation. An authenticated copy of the articles of incorporation shall be filed with the Department of State and one copy of the articles of incorporation and the certificate of incorporation shall be returned to the association. The association shall cease to be a mutual association at the time and on the date specified in the approved articles of incorporation.
(4) SUCCESSION.–Upon conversion of a mutual association, the legal existence of the association shall not terminate, but the capital stock association shall be a continuation of the entity of the mutual association, and all property of the mutual association, including its rights, titles, and interests in and to all property of whatever kind, whether real, personal, or mixed, things in action, and every right, privilege, interest, and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately, by act of law and without any conveyance or transfer and without any further act or deed, shall vest and remain in the capital stock association into which the mutual association has converted itself. The capital stock association shall have, hold, and enjoy the same in its own right as fully and to the same extent as the same was possessed, held, and enjoyed by the mutual association. The capital stock association, upon the taking effect of the conversion, shall continue to have and succeed to all the rights, obligations, and relations of the mutual association. All pending actions and other judicial proceedings to which the mutual association is a party shall not be abated or discontinued by reason of the conversion but may be prosecuted to final judgment, order, or decree in the same manner as if the conversion had not been made; and the capital stock association resulting from the conversion may continue the actions in its corporate name as a mutual association. Any judgment, order, or decree may be rendered for or against it which might have been rendered for or against the mutual association theretofore involved in the proceedings.
(5) FEE.–The application for conversion from a state or federal mutual to a state capital stock association shall be accompanied by a nonrefundable filing fee of $7,500. Additionally, the office is authorized to assess any association, applying to convert pursuant to this section, a nonrefundable examination fee to cover the actual costs of any examination required as part of the application process.