RULE §75.90 Conversion into a Savings Bank

Published: 2015

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(a) The commissioner may authorize any financial institution to convert itself into a savings bank in a manner consistent with the provisions of applicable law and regulations of the institution. (b) In order to obtain such authorization, the converting savings bank must by a two-thirds vote of the savings bank's board of directors approve the conversion plan and authorize the filing of a conversion application. Upon approval of the conversion plan, the plan shall be approved by a majority vote of the members or shareholders of the financial institution entitled to vote at any annual or special meeting called to consider such conversion, a resolution declaring that the savings bank shall be so converted, which resolution, verified by affidavit of the secretary or an assistant secretary, shall be filed with the commissioner and mailed to the appropriate banking agency within 10 days after the date of its adoption. At the meeting to vote on a
conversion to a domestic savings bank, the members or stockholders shall also vote on the directors of the savings bank. The proposed directors shall execute two copies of an application for certificate of incorporation as provided in the Texas Savings Bank Act, Chapter 92, Subchapter B. Each proposed director shall sign and acknowledge the application for certificate of incorporation as a subscriber to the savings bank and shall sign and acknowledge the proposed bylaws as an incorporator of the savings bank. (c) The commissioner on receipt of the application and verified copy of the minutes shall conduct an examination of the financial institution seeking conversion. Following the examination, the commissioner shall approve the conversion without a hearing if the commissioner determines that the converting financial institution is in sound condition and meets all standards, conditions, and requirements of the Texas Savings Bank Act, Chapter 92, Subchapter B,or
relevant rules adopted by the commissioner and the finance commission. On approval of the conversion, there shall be inserted a paragraph preceding the testimonium clause in the certificate of incorporation stating that the savings bank is incorporated by conversion from another financial institution. (d) An applicant is entitled to a hearing under the Administrative Procedure and Texas Register Act if the commissioner denies an application to convert and a written request for a hearing is delivered to the commissioner within 10 days after the date of denial. A hearings officer designated by the commissioner shall hold the hearing. Within 30 days after the date the hearing is completed, the commissioner shall enter a final order either approving or denying the application. An applicant has the right to appeal a final order to a district court of Travis County with the commissioner named as defendant. The commissioner is not required to file an appeal bond in any
cause arising under this section. Filing an appeal under this section does not stay an order of the commissioner.

Source Note: The provisions of this §75.90 adopted to be effective September 23, 1993, 18 TexReg 6094.