• Section 37 Conversion of savings bank to federal savings and loan association

Section 37. Any such corporation involved in the business of home financing may convert to a federal savings and loan association in accordance with the provisions of section 5 of the Federal Home Owners’ Loan Act of 1933 upon a vote of fifty-one per cent of the votes of the corporators present and voting at an annual meeting or at a special meeting called to consider such action. Notice of such meeting to vote on conversion shall be mailed at least twenty, and not more than thirty, days prior to the date of the meeting to each corporator of record at his last known address as shown on the books of such corporation. A copy of the minutes of the proceedings of such meeting of the members, verified by the affidavit of the secretary or an assistant secretary, shall be filed in the office of the commissioner within ten days after the date of such meeting. Such certified copy of the proceedings of such meeting, when so filed, shall be presumptive evidence of the holding and action of such meeting. Within three months after the date of such meeting, the corporation shall take such action in the manner prescribed and authorized by the laws of the United States as shall make it a federal savings and loan association.

There shall be filed with commissioner a copy of the charter issued to such federal savings and loan association by the federal home loan bank board or a certificate showing the organization of such association as a federal savings and loan association, certified by the secretary or assistant secretary of the federal home loan bank board. A copy of the charter, or of such certificate, shall be filed by the association with the state secretary and with the office of the clerk of the city or town in which the association conducts its business. Any failure to file any such instruments as aforesaid shall not affect the validity of such conversion. Upon the grant to any association of a charter by the federal home loan bank board, the savings bank receiving such charter shall cease to be a savings bank incorporated under this chapter and shall no longer be subject to the supervision and control of the commissioner.

After compliance with this section and approval of such conversion by the shareholders and upon the approval of the conversion by the appropriate federal supervising authority to the extent required by applicable provisions of federal law and regulations thereunder, and the issuance by such authority of a federal savings and loan association charter, such corporation shall cease to be a member bank of the Depositors Insurance Fund, and shall cease to be a participating bank in the Savings Bank Employees Retirement Association.

Notwithstanding any other provision of law, following its acceptance of a federal charter such corporation shall not retain, succeed to, or acquire any rights, including but not limited to rights to dividends or to the proceeds of any distribution in complete or partial dissolution or liquidation, in the Depositors Insurance Fund, or in its Liquidity Fund or Deposit Insurance Fund, except as specifically provided in this paragraph. In the event that such corporation shall, subsequent to its conversion to a federal charter, (i) convert to a Massachusetts-chartered savings bank and become a member of the Depositors Insurance Fund, or (ii) become a federal member of the Depositors Insurance Fund, such corporation shall, for so long as it shall remain a member or federal member bank of the Depositors Insurance Fund participate in any dividends paid pursuant to section three of chapter forty-three of the acts of nineteen hundred and thirty-four and in any distributions made pursuant to section ten of said chapter forty-three, and in any dividends paid and any withdrawals or returns of deposits authorized pursuant to section four of chapter forty-four of the acts of nineteen hundred and thirty-two, in each case based upon the retained amounts paid in by such corporation to the Deposit Insurance Fund and the Liquidity Fund, respectively, without regard to whether such amounts were paid before or after conversion to a federal charter or upon the unexpended portion thereof, in the same manner and to the same extent as it would have been entitled to participate if such corporation had not converted to a federal charter.

Upon the conversion of any such corporation into a federal savings and loan association, the corporate existence of such bank shall not terminate, but such federal association shall be deemed to be a continuation of the entity of the association so converted and all property of the converted savings bank, including its rights, titles, and interests in and to all property of whatsoever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest and asset of any conceivable value or benefit then existing, or pertaining to it or which would inure to it, shall immediately, by act of law and without any conveyance or transfer and without any further act or deed, remain and be vested in and continue and be the property of such federal association into which the savings bank has converted itself, and such federal association shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the converting savings bank, and such federal association as of the time of the taking effect of such conversion shall continue to have and succeed to all the rights, obligations, and relations of the converting savings bank. All pending actions and other judicial proceedings to which the converting savings bank is a party shall not be deemed to have been abated or to have been discontinued by reason of such conversion, but may be prosecuted to final judgment, order, or decree in the same manner as if such conversion into such federal association had not been made and such federal association resulting from such conversion may continue such action in its corporate name as a federal association, and any judgment, order or decree may be rendered for or against it, which might have been rendered for or against the converting savings bank theretofore involved in such judicial proceedings.

The predecessor corporation or the succeeding association shall pay to said deposit insurance fund or make provision for payment thereto of a sum equal to three annual assessments, at the percentage rate in effect at the time the predecessor corporation ceased to be a member bank and computed on the basis of its deposits as shown by its last annual report to the commissioner preceding such conversion or, at its option or at the option of the succeeding association, as shown by the records of the predecessor corporation on the effective date of conversion. Until such sum shall have been paid in full, payments on account thereof shall be made annually or oftener by the predecessor corporation or the succeeding association; provided, that not less than one-third of such sum shall be paid annually. If any such one-third shall not be so paid or if, at the end of three years from the time the predecessor corporation ceased to be a member bank such sum shall not have been paid in full, the entire balance thereof may be recovered by the Fund, together with interest thereon, in any manner provided by law for the collection of debts. The predecessor corporation or the succeeding association may authorize the deduction of such sum in whole or in part, from the amount, if any, of the portions of said other assessments to which the succeeding association may be entitled as hereinbefore provided. If, however, by federal law or regulation a federal savings and loan association converting therefrom to a savings bank, is required to pay to the federal savings and loan insurance corporation a sum equal to annual premiums or assessments for other than a period of three years, then the number of annual assessments payable to said share insurance fund under this section shall be for the same number of years as is so required.