(a) The chairperson
shall apply to the department for permission to implement the proposed
conversion plan. The application must include
(1) a completed FDIC new bank application
using forms which may be obtained directly from FDIC;
(2) an analysis of why the proposed
conversion is in the best interests of promoting and maintaining a sound and
competitive banking system, the security of deposits and customers, the
preservation of the liquid position of the converting association in general,
and the preventing of injurious credit expansion and contractions in the state;
and demonstrate how the converting association proposes to discharge the duties
and conform to the restrictions upon banks under AS 06.15;
(3) a copy of the proposed amended articles
of incorporation;
(4) a check or
money order for $1,000, made payable to the State of Alaska, as a partial
prepayment of investigation expenses incurred by the department in accordance
with AS
06.01.010;
(5) other materials as required by the
department.
(b) The
department will conduct an investigation of the application and, if the
department finds that the application is in order and that the provisions of AS
06.15 have been met, it will issue a public notice of the department's intent
to approve the proposed conversion and to issue a certificate of authority for
the conversion.
(c) If the
department does not receive a request for hearing within the time specified
under AS
06.01.030(b), or determines
after a hearing that the application is in order, the department will approve
the application, file both copies of the originally signed amended articles of
incorporation, issue a certificate of authority to convert, and forward it
along with a copy of the amended articles to the chairperson of the former
association. The certificate of authority to convert is effective immediately
unless the certificate states a later effective date, which must be within 15
days after issuance of the certificate.
(d) Conversion of an association to a bank
has the following effect:
(1) the association
becomes a bank with the board of directors of the association becoming the
board of trustees of the bank;
(2)
the converting association ceases to exist;
(3) the bank has the rights, privileges,
immunities and powers, and is subject to the duties and liabilities of a bank
organized under AS 06.15; however, it may retain and service all accounts
lawfully held by it as a association on the date of its conversion;
(4) all real, personal, and mixed property,
all debts due, all choses in action, and every other interest in, possession
of, and obligation due to the converting association are transferred to and
vested in the bank;
(5) title to or
interest in real property vested in the converting association is transferred
to and vests in the bank;
(6) the
bank is liable for the liabilities and obligations of the converting
association incurred before conversion;
(7) a claim existing or action or proceeding
pending by or against the converting association may be prosecuted as if the
conversion had not taken place, or the bank may be substituted in its
place;
(8) neither the rights of
creditors nor liens upon the property of a converting association are impaired
by the conversion;
(9) the
statements set forth in the amended articles of incorporation which are
required or permitted as articles of incorporation for banks organized under AS
06.15 are the original articles of incorporation of the bank into which the
association has converted; and
(10)
the net undivided profits of the converting association available for the
payment of dividends immediately before the conversion, to the extent that the
net undivided profits are not transferred to stated capital, remain available
for the payment of dividends by the bank.
(e) The final amended articles of
incorporation of the converting association must be filed with the department
within 180 days of the department's approval of the application. The department
will, in its discretion, grant an extension of the filing period upon written
request to the department by the chairperson with a satisfactory explanation of
the need for an extension.
