Effective - 06 Jul 1994
369.078. Conversion from mutual to capital stock association — requirements — rules of division, content — certificate of conversion, issued, when, effect of. — 1. Any mutual savings and loan association chartered under the laws of this state may convert to and become a capital stock association upon compliance with the provisions of this chapter.
2. The rules, general requirements, required provisions in a plan of conversion, optional provisions in a plan of conversion, notices and procedures to accomplish a conversion from mutual to capital stock form of organization shall be as set forth from time to time in regulations of the director of the division of finance promulgated in accordance with the provisions of this chapter. The director of the division of finance may adopt as the director's own the regulations of the Federal Deposit Insurance Corporation or any successor thereto governing the conversion of mutual insured associations to capital stock insured associations in whole or in part, but no regulation of the director of the division of finance shall contain any requirement or provision, the effect of which is to prevent approval of the plan of conversion by the Federal Deposit Insurance Corporation or any successor thereto. Such regulations shall require the approval of the plan of conversion by the director of the division of finance, by the Federal Deposit Insurance Corporation or any successor thereto, by a majority of the board of directors of the association and unless waived by the director of the division of finance and the Federal Deposit Insurance Corporation or any successor thereto in supervisory cases, at least the majority of the members of the association present in person or by proxy at an annual meeting or at any special meeting of the members.
3. Upon a finding by the director of the division of finance that the conversion to capital stock association has been completed in accordance with the requirements of this chapter and of the regulations, the director of the division of finance shall issue to the association a certificate of conversion, attaching as a part of such certificate a copy of the plan of conversion. A certified copy of such certificate shall be filed by the director of the division of finance with the secretary of state and all amendments to the articles of incorporation contained in the plan of conversion shall be effective.
4. Upon the issuance to the association of a certificate of conversion as provided in subsections 1 to 3 of this section, the corporate existence of such converting association shall not terminate, but such association shall be a continuation of the entity so converted and all property of the converted 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 any conceivable value or benefit then existing, or pertaining to it, or which would inure to it, immediately, by operation of law and without any conveyance or transfer and without any further act or deed, shall vest in and remain the property of such converted association, and the same shall have, hold, and enjoy the same in its own right as fully and to the same extent as the same were possessed, held, and enjoyed by the converting association, and such converted association, upon issuance of the certificate of such conversion, shall continue to have and succeed to all the rights, obligations and relations of the converting association. All pending actions and other judicial proceedings to which the converting association is a party shall not be abated or discontinued by reason of such conversion, but may be prosecuted to final judgment, order, or decree in the same manner as if such conversion had not been made. Any judgment, order, or decree may be rendered for or against it which might have been rendered for or against the converting association involved in the proceedings.
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(L. 1982 S.B. 464, A.L. 1983 H.B. 570, A.L. 1984 S.B. 670 Revision, A.L. 1994 H.B. 1165)
Effective 7-06-94
Structure Missouri Revised Statutes
Title XXIV - Business and Financial Institutions
Chapter 369 - Savings and Loan Associations
Section 369.010 - Short title.
Section 369.014 - Definitions.
Section 369.019 - Incorporation, requirements, procedure, contents of petition, fees.
Section 369.029 - Perpetual existence, when commenced.
Section 369.034 - Incorporation fee, how computed, bond required.
Section 369.044 - Bylaws, when and how adopted — approval by members.
Section 369.059 - Amendment of articles of incorporation, procedure.
Section 369.064 - Failure to commence business within six months, effect of.
Section 369.069 - Conversion to federal association, procedure, effect of.
Section 369.074 - Conversion to state association, procedure, effect of.
Section 369.084 - Merger, effect of.
Section 369.089 - Dissolution.
Section 369.094 - Meetings, when, notice, voting.
Section 369.099 - Inspection of records, by whom — credit reporting, allowed when.
Section 369.104 - Publication of financial statement.
Section 369.109 - Directors, election, powers, qualifications, meetings.
Section 369.129 - Association records, how kept.
Section 369.134 - Reserve account required.
Section 369.139 - Emergency rules and regulations, when.
Section 369.144 - Powers of an association.
Section 369.145 - Safe deposit boxes, same rights, powers and duties as bank and trust companies.
Section 369.159 - Fee or service charge authorized.
Section 369.161 - Savings and loan association or savings bank may act as custodian, when.
Section 369.164 - Attorney in fact, association may recognize, when.
Section 369.169 - Minors, association may treat as an adult, when.
Section 369.174 - Joint tenants' accounts, how handled.
Section 369.179 - Accounts in trust, how handled.
Section 369.184 - Fiduciary accounts, how handled.
Section 369.191 - Association may own or control safety vault.
Section 369.192 - Remedies in enforcement of liabilities and right of renters of safe deposit boxes.
Section 369.194 - Accounts declared legal investments for fiduciaries.
Section 369.204 - Earnings of accounts, how determined and distributed.
Section 369.211 - Joint renters of safe deposit box — survivor's rights.
Section 369.212 - Death of all lessees of safe deposit box, duties of association.
Section 369.214 - Redemption of accounts, how and when, effect of.
Section 369.219 - Approved investments.
Section 369.224 - Association to maintain liquid assets — minimum percentage, how set.
Section 369.229 - Approved transactions and loans.
Section 369.234 - Preference given association holding first lien.
Section 369.249 - Director may regulate lending practices.
Section 369.254 - Association may invest in real property and mobile homes, when.
Section 369.259 - Unapproved transfer of encumbered property, effect of.
Section 369.279 - Examiners, appointment, duties — attorney authorized.
Section 369.299 - Powers and duties of director.
Section 369.301 - Rulemaking, procedure.
Section 369.314 - Powers and duties of board.
Section 369.334 - Reports may be required — examiners to have access to records.
Section 369.339 - Director to take over association, when — procedure.
Section 369.344 - Powers of director during take-over of association.
Section 369.349 - Liquidation by director, procedure.
Section 369.364 - Federal associations may have same powers as state associations.
Section 369.367 - Other provisions of law, applicable, when.
Section 369.369 - Penalty for false statement or certificate.
Section 369.670 - Definitions.
Section 369.675 - Savings bank, establishment — articles of agreement, requirements.
Section 369.684 - Examination required, expenses.
Section 369.689 - Certificate of organization, recorded.
Section 369.695 - Powers of savings bank — taxed, how.
Section 369.699 - Limits on investment.
Section 369.703 - Merger — conversion — trust powers — director's powers.