Conversion to state savings bank; application, examination, fee; conversion plan, amendment; vote, filing of results; approval

(A) Any association or state or national bank, upon a majority vote of its board of directors, may apply to the board for permission to convert to a state savings bank and for certification of appropriate amendments to its articles of incorporation to effect the change. Upon receipt of an application to convert to a state savings bank, the board shall examine all facts connected with the conversion. The depository institution applying for permission to convert must pay a fee established by the board. (B) The converting depository institution must submit a plan of conversion as a part of the application to the board. The board may approve it with or without amendment. If the board approves it, the plan must be submitted to the members or stockholders as provided in subsection (C) of this section. If the board refuses to approve the plan, the objections must be stated in writing and the converting depository institution must be given an opportunity to amend the plan to obviate the objections. (C) After lawful notice to the members or stockholders of the converting depository institution and full and fair disclosure, the substance of the plan must be approved by the affirmative vote of a majority of votes or shares present. The vote by the members or stockholders may be in person or by proxy. The results of the vote as certified by an appropriate officer of the converting depository institution must be filed with the board. The board then shall approve or disapprove the requested conversion to a state savings bank. Upon approval of the conversion, the board shall supervise and monitor the conversion process and shall ensure that the conversion is conducted lawfully and under the approved plan of conversion.