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<section article="gfi" article_name="Financial Institutions" number="3-801" title_number="3" title_name="Banking Institutions -- Commercial Banks" subtitle_number="8" subtitle_name="Conversions and Voluntary Dissolutions">
  <level label="a">
    <level label="1">
      <text>In this section the following words have the meanings indicated.</text>
    </level>
    <level label="2">
      <text>“Capital stock” includes both common and preferred stock.</text>
    </level>
    <level label="3">
      <text>“Converting institution” means a national banking association, a federal stock savings and loan association, or a federal stock savings bank.</text>
    </level>
    <level label="4">
      <text>“Federal stock savings and loan association” means an institution that is incorporated under federal law as a savings and loan association that has authority to issue capital stock.</text>
    </level>
    <level label="5">
      <text>“Federal stock savings bank” means an institution that is incorporated under federal law as a savings bank that has authority to issue capital stock.</text>
    </level>
    <level label="6">
      <text>“National banking association” has the meaning stated in § 1–101(p) of this article.</text>
    </level>
  </level>
  <level label="b">
    <text>A converting institution that is located in this State may convert into a commercial bank as provided by federal law and this section.</text>
  </level>
  <level label="c">
    <level label="1">
      <text>The converting institution shall meet the requirements of this title for incorporation of a commercial bank.</text>
    </level>
    <level label="2">
      <text>The procedures for incorporation may be modified as required by the difference between incorporation and conversion.</text>
    </level>
    <level label="3">
      <text>Pursuant to regulations adopted by the Commissioner, any interested person may request that the Commissioner conduct a hearing regarding the conversion.</text>
    </level>
  </level>
  <level label="d">
    <text>The consenting stockholders of the converting institution shall sign, acknowledge, and file articles of incorporation. The articles shall state that the conversion has been approved by the stockholders in the manner required by federal law.</text>
  </level>
  <level label="e">
    <text>The requirement for cash payment for stock may be met by exchanging shares of the new commercial bank for those of the converting institution valued at not more than fair cash market value.</text>
  </level>
  <level label="f">
    <level label="1">
      <text>The new commercial bank shall be considered the same business and corporate entity as the converting institution and, except as limited by this article or by its charter or bylaws, has all of the rights, powers, and duties of the converting institution.</text>
    </level>
    <level label="2">
      <text>The converting institution’s rights, franchises, and interests in any property become the property of the new commercial bank, subject to the liabilities of the converting institution that exist at the time of the conversion.</text>
    </level>
  </level>
  <level label="g">
    <level label="1">
      <text>Unless this construction would be unreasonable, any reference to the converting institution in any writing, whether executed or taking effect before or after the conversion, shall be interpreted as a reference to the new commercial bank.</text>
    </level>
    <level label="2">
      <text>The new commercial bank may use the name of the converting institution if it can do any act more conveniently under that name.</text>
    </level>
  </level>
  <level label="h">
    <text>If a converting institution has assets or engages in business activities that do not conform to the law governing commercial banks, the Commissioner may allow a reasonable time for the new commercial bank to conform to that law.</text>
  </level>
</section>
