In this section, “transfer assets”, “transfer its assets”, or “transfer of assets” means to sell, lease, exchange, or otherwise transfer all or substantially all of the property and assets of a savings bank. A savings bank may consolidate with, merge into, or transfer its assets to any banking institution in this State, any other bank in this State, or any State or federal savings and loan association in this State if the Commissioner gives written consent to the transaction. A savings bank may have any banking institution in this State, any other bank in this State, or any State or federal savings and loan association in this State merge into the savings bank if the Commissioner gives written consent to the transaction. The transaction shall be approved at a meeting called for that purpose, by the affirmative vote of: Two thirds of the members of the savings bank, voting in person or by proxy; or If there are no members, the board of directors of the savings bank. An agreement that sets forth the terms and conditions of the proposed transaction shall be: Signed and acknowledged by the president and treasurer of each party to the transaction; and Filed with the Commissioner. Except as provided in subsection (f) of this section, the Commissioner shall publish a notice of the filing of the agreement. The notice shall be published in the Maryland Register as provided in the State Documents Law. Subject to confirmation by the Secretary of Labor, the Commissioner may approve an agreement without the notice in the Maryland Register if: The financial condition or stability of one of the parties to the proposed transaction is such that a delay of the proposed transaction will cause an economic hardship to it; and Approval of the agreement is in the public interest.

In this section the following words have the meanings indicated. “Converting institution” means a federal mutual savings bank. “Federal mutual savings bank” means an institution that: Is incorporated under federal law as a savings bank; and Is a mutual association. A converting institution that is located in this State may convert into a savings bank as provided by federal law and this section. The converting institution shall meet the requirements of this title for the incorporation of a savings bank. The procedures for incorporation may be modified as required by the difference between incorporation and conversion. In accordance with regulations adopted by the Commissioner, any interested person may request that the Commissioner conduct a hearing regarding the conversion. The board of directors of the converting institution shall sign, acknowledge, and file articles of incorporation. The articles of incorporation shall state that the conversion has been approved by the members or board of directors in the manner required by subsection (e) of this section. The conversion shall be approved at a meeting called for that purpose, by the affirmative vote of: Two–thirds of the members of the converting institution, voting in person or by proxy; or If there are no members, the board of directors of the converting institution. The new savings bank resulting from the conversion: 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. The converting institution’s rights, franchises, and interests in any property become the property of the new savings bank, subject to the liabilities of the converting institution that exist at the time of the conversion. 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 savings bank. If a converting institution has assets or engages in business activities that do not conform to the law governing savings banks, the Commissioner may allow a reasonable time for the new savings bank to conform to that law.

A savings bank may dissolve voluntarily as provided in this section. A proposed voluntary dissolution shall be approved by: The affirmative vote, in person or by proxy, of two thirds of the members; or If there are no members, the unanimous vote of the board of directors. After a proposed dissolution is approved, the board of directors of the savings bank shall give the following notices. The board shall give written notice to the Commissioner of the impending dissolution. This notice shall be certified under the corporate seal of the savings bank by its president and by its treasurer. The board also shall give notice to creditors of the savings bank to present for payment any claim against it. This notice shall be published once each week for 8 consecutive weeks in a newspaper published in the county where the savings bank has its principal banking office. After publication of the required notice to creditors, the directors of a savings bank shall execute and file with the Commissioner a statement that the savings bank is dissolved.

A savings bank may convert to a capital stock commercial bank with the approval of its members and the Commissioner. The Commissioner shall adopt regulations to govern the conversion of savings banks to capital stock commercial banks.