Arizona § 6-462 - Conversion from state to federal association

§ 6-462. Conversion from state to federal association

Any association operating under this chapter may become a federal association pursuant to the laws and regulations of the United States and in accordance with the following procedure:

1. The board of directors shall approve a plan of conversion by resolution adopted by majority vote of all of the directors. The plan shall set forth, among other terms:

(a) A financial statement of the association as of the last business day of the month preceding the adoption of the plan.

(b) The disposition of withdrawable capital and guaranty capital, if any.

(c) Adjustments, if any, in the value of accounts when exchanged for comparable accounts in the federal association.

(d) The disposition of any segregated surplus established under section 6-426.

(e) The disposition of any obligations or liabilities.

2. Such plan and resolution shall be submitted to the deputy director at least fifteen days prior to the members' meeting at which action of members is to be taken.

3. If the plan of conversion provides for no adjustment in the accounts of members and all obligations and liabilities are to be assumed by the federal association, the  deputy director's approval of the plan of conversion shall not be required.

4. If the plan of conversion adjusts values of any type of capital, or if the association has a segregated surplus, such plan of conversion shall be subject to the approval of the deputy director. Approval shall be given in such case if the deputy director finds that the plan is equitable and protects the rights of all persons affected, including such contingent interests as theretofore may have been created in the segregated surplus, if any.

5. After receipt of such approval from the deputy director, if required, the plan of conversion may be submitted at an annual or special meeting of the members. The plan will be adopted on receiving, in the affirmative, fifty-one percent or more of the total number of votes that all members of the association are entitled to cast. A report of proceedings at the meeting, certified by the president or a vice president and attested by the secretary, shall be filed promptly with the deputy director.

6. Within ninety days after the date of the meeting, the association shall take the action prescribed and authorized by the laws and regulations of the United States to complete its conversion to a federal association.

7. On receipt of a federal charter, the association shall file promptly with the deputy director and the corporation commission either a copy of said charter or a certificate of the appropriate federal officer setting forth the facts concerning the issuance of such charter and on recording said charter in the same manner as is required for the association's articles of incorporation, the association shall cease to be a state chartered association.