Vermont § 35102 - Conversion of a credit union to a mutual financial institution or a cooperative financial institution

§ 35102. Conversion of a credit union to a mutual financial institution or a cooperative financial institution

• (a) In addition to the provisions of chapter 206 of this title, a credit union may convert
  to a mutual or cooperative financial institution if all of the following are met: (1) At least 30 days before the governing body votes on a plan of conversion under subdivision
  (2) of this subsection, the governing body shall give written notice to the members
  that it is considering a conversion. The governing body shall mail the notice to the
  members and shall not include any other mailing with the notice. The notice shall
  include all of the following: (A) a brief statement of why the governing body is considering the conversion; (B) a brief statement of the major positive and negative effects of the proposed conversion;
  and (C) a request for members’ written comments on the proposed conversion. (2) The governing body must approve of the plan of conversion and file the plan of conversion
  with the Commissioner. An affirmative vote of two-thirds of the entire governing body
  is required to approve a plan of conversion. The plan of conversion shall meet all
  of the following: (A) The conversion plan discloses to the members information concerning the advantages
  and disadvantages of the proposed conversion and contains a statement indicating any
  material differences in powers between a credit union and a mutual or cooperative
  financial institution. (B) The conversion is not intended to circumvent a pending supervisory action initiated
  by the Commissioner or another regulatory agency because of a concern over the safety
  and soundness of the credit union. (C) The conversion plan does not provide any official of the converting credit union with
  any remuneration or other economic benefit in connection with the conversion. (D) After conversion, the mutual or cooperative financial institution is likely to be
  economically viable. (3) The governing body shall call a special meeting of the members to vote on the conversion
  plan and shall mail to each member a notice of the meeting and proposed conversion
  60 days before the date of the special meeting. The notice shall include all of the
  following: (A) a summary of the positive and negative effects of the proposed conversion; (B) a statement that the directors will not receive any remuneration or other economic
  benefit in connection with the conversion of the credit union; (C) a statement that any interested person may obtain more detailed information about
  the conversion from the credit union at its principal place of business or by any
  method approved in advance by the Commissioner; (D) a statement that the governing body may substantively amend the proposed plan of conversion
  before the special meeting based on comments from regulatory authorities or any other
  reason, and that the governing body may terminate the proposed plan of conversion; (E) instructions for obtaining a copy of the conversion plan; (F) the date of the special meeting and a statement that the vote on the conversion will
  close on that date; and (G) any other information required by the Commissioner. (4) 30 days before the special meeting of the members, the governing body shall mail a
  notice of the meeting and proposed conversion to each member. The notice shall include
  all of the information described in subdivision (3) of this subsection for the 60-day
  notice and shall include the date, time, and place of the special member meeting,
  a ballot and postage-paid return envelope, and a summary of the methods permitted
  for casting votes. (5) If the governing body substantively amends the plan of conversion, at least 30 days
  before the vote of the members on the plan, the governing body shall mail a notice
  to each member. The notice shall contain the information concerning the amended plan
  of conversion described in subdivision (3) of this subsection for a notice under that
  subdivision. (6) At the special meeting of members, the members, by a two-thirds vote of members voting,
  must approve of the conversion and the plan of conversion. A member may vote in person
  or by mail. With the prior approval of the Commissioner, a credit union may accept
  member votes by an alternative method that is reasonably calculated to ensure each
  member has an opportunity to vote. (7) The credit union shall file with the Commissioner all of the following: (A) certified copies of records of all proceedings held by the governing body and members
  of the credit union; (B) copies of member comments submitted to the credit union under subdivision (1)(C) of
  this subsection; (C) if such consent or approval is required, a certified copy of the consent or approval
  of any state or federal regulatory authority with jurisdiction over the mutual or
  cooperative financial institution after the conversion and, if a holding company is
  to be formed in connection with the conversion, the regulations of the Federal Reserve
  Board of Governors or of the Office of Thrift Supervision applicable to holding companies;
  and (D) verification that deposits in the converted mutual or cooperative financial institution
  qualify for federal insurance. (b) If the requirements of this section are met and the Commissioner determines that the
  notices to members were accurate, timely, and not misleading, and that conduct of
  the vote on the conversion plan was fair and lawful, the Commissioner shall approve
  the conversion, and the conversion shall be effective. (c) Except as otherwise required by the Commissioner, this section does not apply to a
  credit union that submitted to the Commissioner a plan of conversion to a mutual or
  cooperative financial institution before July 1, 2005. (d) In the event of any conflict between the provisions of this section and the provisions
  of chapter 206 of this title, the provisions of this section shall govern. (Added 2005, No. 16, § 1, eff. July 1, 2005.)