Connecticut General Statutes
Chapter 664c - Fundamental Changes Involving Banks, Branches, Automated Teller Machines, Virtual Banking and Bank Holding Companies
Section 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.

(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.
(P.A. 94-122, S. 63, 340; P.A. 98-260, S. 3; P.A. 02-47, S. 7; P.A. 03-259, S. 9, 10.)
History: P.A. 94-122 effective January 1, 1995; P.A. 98-260 deleted Subsec. (a)(6) re public hearing and amended Subsecs. (b) and (c) by deleting requirement re approvals needed for deposit insurance from Subdiv. (1) and adding requirement for FDIC insurance prior to commencing business in Subdiv. (2) in both Subsecs.; P.A. 02-47 amended Subsec. (a)(3) and Subsec. (c)(2) and (3) by adding provisions re amended certificate of incorporation; P.A. 03-259 amended Subsecs. (b)(1) and (c)(1) by adding new Subparas. (B) and (C), respectively, re anti-money-laundering activity and compliance, adding Subpara. (A) designator in Subsec. (b)(1) and, in Subsec. (c)(1), redesignating existing Subpara. (C) as Subpara. (D).

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