Section 28. Any such corporation may convert itself into a federal savings and loan association or federal savings bank if authorized by a vote of a majority of the shareholders of such corporation qualified to vote and voting in person or by proxy at a meeting especially called to consider the subject. Notice of such special meeting, containing a statement of the time, place and the purpose of the meeting shall be sent by the clerk of the corporation to each shareholder at his last address appearing upon the records of the corporation, by mail, postage prepaid, at least thirty days before the date of the meeting. Notice of the meeting also shall be advertised three times in one or more newspapers published in the city or town in which the main office of the corporation is situated or if there be no such newspaper, then in one or more newspapers published in the county wherein the town is situated, the last publication to be at least one day before the meeting.
There also shall be mailed with the notice of such special meeting such form of letter concerning the proposed conversion as the commissioner may approve; provided, however, that if the commissioner shall fail to approve the form of such a letter within thirty days after receipt by him of a written request therefor, such corporation may mail with said notice such form of letter as the board of directors may approve.
A proxy used at such meeting shall not be valid unless it is in writing, signed by the shareholder, and is in such form as clearly will enable such shareholder to select and indicate his choice as to whether he favors or opposes the proposed conversion.
After compliance with the first paragraph of this section and approval of such conversion by the shareholders as required thereby 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 bank charter or a federal savings and loan association charter, such corporation shall cease to be a member bank of The Co-operative Central Bank, referred to in section one of chapter forty-five of the acts of nineteen hundred and thirty-two, and in section one of chapter seventy-three of the acts of nineteen hundred and thirty-four, hereinafter called the central bank.
After receipt by the central bank of notice from the commissioner that he has been notified in writing by such federal supervising authority that the conversion of such corporation has been completed and that such federal charter has been issued to the succeeding federal savings and loan association, and that he has received from the state secretary a certificate that such corporation, hereinafter called the predecessor corporation, has been duly recorded for dissolution, the following further provisions shall apply:
1. The central bank shall pay to said succeeding association from the fund representing deposits of member banks made pursuant to said chapter forty-five, hereinafter called the Reserve Fund, an amount equal to not more than the aggregate of all deposits made by the predecessor corporation held in said Reserve Fund on the effective date of the conversion, less all indebtedness of such corporation to the central bank; provided, however, that no part of the income, surplus, undivided profits or other reserves held by the central bank in said Reserve Fund shall be so paid.
2. All amounts required to be paid by the predecessor corporation while a member bank to the Share Insurance Fund of the central bank pursuant to section one of chapter seventy-three, including the income, surplus, undivided profits and other reserves of the Share Insurance Fund, shall be retained by the central bank as a charge for insurance of the shares of such corporation while a member of the said Share Insurance Fund. Such corporation shall, participate in any distributions authorized and made pursuant to section nine of chapter seventy-three of the acts of nineteen hundred and thirty-four, but the aggregate amount of such distributions shall be limited to an amount equal to the amount the corporation would have received had the Share Insurance Fund been liquidated at the time such corporation accepted its federal charter. Thereafter the succeeding association shall be entitled to receive from the central bank the portions, if any, of such other assessments not so paid or required as shall be determined by the central bank with the approval of the commissioner, and such determination shall be final and conclusive upon the central bank, the predecessor corporation and the succeeding association and all other persons then or thereafter interested; provided, that the supreme judicial court shall have jurisdiction to review and to confirm or modify such determination upon the petition of the predecessor corporation or the succeeding association filed within ten days after receipt thereby of notice of such determination. The central bank, in its discretion and subject to the approval of the commissioner, may make disposition of such other assessments, at any time after such conversion is completed, by adjustment pursuant to an agreement with the predecessor corporation or the succeeding association and may pay thereto such amount as may be so agreed upon.
3. The predecessor corporation or the succeeding association shall, subject to the last sentence of this paragraph, pay to said share insurance fund or make provision for payment thereto of a sum equal to three annual assessments, referred to in said section one of chapter seventy-three 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 share liabilities and notes payable as shown by its last annual report to the commissioner preceding such conversion or, at its option or at the option of the succeeding associations, 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, however, 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 incurred by the central bank, 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 co-operative 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.