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General Laws

Section 38. Any federal savings and loan association or federal savings bank may convert to a savings bank under the provisions of this chapter upon a vote of fifty-one per cent or more votes of members of such federal savings and loan association or two-thirds of the board of trustees of such federal savings bank present and voting at an annual meeting or at any special meeting called to consider such action. Notice of such meeting to vote on such conversion shall be mailed at least twenty, and not more than thirty days prior to the date of such meeting to each member or trustee of record at his last known address shown on the books of the association or bank.

Copies of the minutes of the proceedings of such meeting of members or trustees verified by the affidavit of the secretary or an assistant secretary or clerk shall be filed in the office of the commissioner and mailed to the Federal Home Loan Bank Board, Washington, D.C., within ten days after such meeting. Such verified copies of the proceedings of the meeting when so filed shall be presumptive evidence of the holding and action of such meeting. At the meeting at which conversion is voted upon, the members or trustees shall also vote upon the persons who shall be the corporators and trustees of the state-chartered savings bank after conversion takes effect.

The commissioner may establish the procedure to be followed by any such federal savings and loan association or federal savings bank converting into a savings bank; provided, however, that no such conversion shall become effective unless approved in writing by the commissioner; and provided, further, that the commissioner shall not grant such approval until he has received notice from the Depositors Insurance Fund that arrangements satisfactory to it have been made for such conversion.

Upon the conversion of a federal savings and loan association or federal savings bank into a savings bank authorized to conduct business in the commonwealth the corporate existence of such association or bank shall not terminate, but such state-chartered savings bank shall be deemed to be a continuation of the entity of the association or bank so converted and all property of the converted association or 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 savings bank into which the federal association or federal savings bank has converted itself, and such savings bank shall have, hold and enjoy the same in its own right as fully and to the extent as the same was possessed, held and enjoyed by the converting association or bank and such savings bank 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 association or bank. All pending actions and other judicial proceedings to which the converting federal association or federal savings bank is a party shall not be deemed to have been abated or to have been discontinued by reasons of such conversion, but may be prosecuted to final judgment, order or decree in the same manner as if such conversion into such savings bank had not been made and such savings bank resulting from such conversion may continue such action in its corporate name as a savings bank, and any judgment, order or decree may be rendered for or against it, which might have been rendered for or against such converting federal association or bank theretofore involved in such judicial proceedings.

Upon the completion of the conversion of a federal savings and loan association or federal savings bank into a savings bank under the provisions of this chapter, said savings bank shall become a member of the Depositors Insurance Fund, hereinafter called the Fund, and of the Deposit Insurance Fund thereof. Before such succeeding corporation shall commence business as a savings bank, it shall pay into the Liquidity Fund of the Fund, an amount equal to the deposit required of a member bank thereof a similar size, as of the date of said certificate, plus such additional amount based upon the surplus of said Reserve Fund, as the directors of the Fund, with the approval of the commissioner, shall determine to be equitable. In addition to the payment to said Reserve Fund, the succeeding corporation shall pay to the Deposit Insurance Fund such proportion of the current and annual assessment as shall have accrued to the date of said certificate.

After compliance with the foregoing requirements, the succeeding corporation shall thereafter be entitled to exercise all of the rights and privileges, and shall be subject to all of its duties and obligations of a savings bank and shall conduct its business subject to the provisions of this chapter and of other applicable laws; provided, however, that, with the approval of the commissioner, the succeeding corporation shall have reasonable time after the effective date of the conversion within which to comply with any particular provisions of such laws not hereinbefore specifically provided for and which it shall be unable to comply with on or before said date.

The commissioner may require the succeeding corporation to divest itself, within a reasonable time after the effective date of the conversion, of any branch office not in conformity with law, if he shall determine that the public interest so requires.

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