Any State credit union may convert into a federal credit union as provided by federal law and as provided in this section. A majority of the board of a credit union proposing to convert shall: Adopt a resolution that declares that the conversion is advisable; Set a date for a vote on the proposed conversion by the members of the credit union at an annual or special meeting of the members or by mail ballot to be filed on or before that date; Comply with federal law regarding conversion; and File the required conversion application with the Commissioner. The Commissioner, at the request of the board, may: Waive the vote of the members; and Substitute any reasonable method of determining the approval by the members. Unless the Commissioner takes action under subsection (c) of this section, written notice of the proposed conversion and of the date set for the vote shall be delivered in person to each member or mailed to each member at the member’s address as recorded by the credit union, not more than 30 days nor less than 7 days before the date set for the vote. Unless the Commissioner takes action under subsection (c) of this section, the proposed conversion shall be approved by the affirmative vote of a majority of the members who vote on the proposal. Within 10 days after the vote, a statement of the results of the vote shall be filed with the Commissioner. The statement shall be verified by the chairman or vice chairman of the board and by the secretary of the credit union. Within 90 days after a proposed conversion is approved by the members, the credit union shall take any action necessary under federal law to make it a federal credit union. Within 10 days after the credit union receives a federal credit union charter, a copy of that charter shall be filed with the Commissioner and, when the copy is filed, the credit union ceases to be a State credit union. When the conversion from a State credit union to a federal credit union is complete: The converted credit union is no longer subject to the provisions of this title; and The successor federal credit union owns all the assets and is responsible for all the obligations of the former State credit union as though the conversion had not taken place.

Any credit union organized under the laws of any other state or of the United States may convert to a State credit union as provided in this section. A credit union proposing to convert shall meet: All of the requirements of this title for the incorporation of a credit union in this State; and All of the requirements of the Commissioner, including any specific conditions that a credit union must meet in order to convert. A majority of the board of a credit union proposing to convert shall: Adopt a resolution that declares that the conversion is advisable; and Set a date for a vote on the proposed conversion by the members at an annual or special meeting of the members or by mail ballot to be filed on or before that date. The Commissioner, at the request of the board, may: Waive the vote of the members; and Substitute any reasonable method of determining the approval by the members. Unless the Commissioner takes action under subsection (d) of this section, written notice of the proposed conversion and of the date set for the vote shall be delivered in person to each member or mailed to each member at the member’s address as recorded by the credit union, not more than 30 days nor less than 7 days before the date set for the vote. Unless the Commissioner takes action under subsection (d) of this section, the proposed conversion shall be approved by the affirmative vote of a majority of the members who vote on the proposal. Within 10 days after the vote, a statement of the results of the vote shall be filed with the Commissioner. The statement shall be verified by the chairman or vice chairman of the board and the secretary of the credit union. A credit union may convert to a State credit union if: The converted credit union: Meets the common bond requirements of the proposed field of membership type; and Files with the Commissioner an application and any other documents that the Commissioner deems necessary to make a determination; and The Commissioner determines that the conversion: Is in the best interest of the existing and proposed membership; Will likely result in better service to the existing membership; Is in accordance with sound credit union practices; and Does not expose the funds of the existing members to unnecessary risk. Unless the Commissioner notifies the credit union that a different time period is necessary, within 120 days after the application is filed, the Commissioner shall notify the credit union of the determination on the application. When the conversion is complete, the successor credit union owns all of the assets and is responsible for all the obligations of the credit union as though the conversion had not taken place.

In this section the following words have the meanings indicated. “Merging credit union” means a credit union that is absorbed or acquired by another credit union in a merger and ceases to exist after the merger. “New credit union” means a credit union that is created when two or more credit unions consolidate to form a newly created credit union. “Surviving credit union” means a credit union that absorbs or acquires another credit union in a merger and continues to exist after the merger. With the approval of the Commissioner, any credit union may merge or consolidate as provided in this section. A merger or consolidation under this section may be with a credit union organized under the laws of the United States, this State, or any other state. A single common bond credit union may merge or consolidate with another single common bond credit union resulting in a surviving or new single common bond credit union provided that the credit unions party to the merger or consolidation share the same single common bond, as defined under § 6–301(c)(2) of this title, prior and subsequent to the merger or consolidation. A single common bond credit union may merge or consolidate with another single common bond credit union resulting in a surviving or new multiple common bond credit union provided that: Prior to the merger or consolidation, one of the credit unions converts into a multiple common bond credit union, as provided under § 6–304 of this title, which includes in its field of membership the group served by the other single common bond credit union; and The surviving or new multiple common bond credit union satisfies the requirements for multiple common bonds under § 6–301(c)(3) and (e) of this title. A single common bond credit union may merge or consolidate with a multiple common bond credit union resulting in a surviving or new multiple common bond credit union provided that: Prior to the merger or consolidation, the multiple common bond credit union includes or adds to its field of membership the group served by the single common bond credit union, as provided under § 6–303 of this title; and The surviving or new multiple common bond credit union satisfies the requirements for multiple common bonds under § 6–301(c)(3) and (e) of this title. A multiple common bond credit union may merge or consolidate with another multiple common bond credit union resulting in a surviving or new multiple common bond credit union provided that: Prior to a merger, the credit union that will become the surviving credit union includes or adds to its field of membership the groups served by the credit union that will become the merging credit union, as provided under § 6–303 of this title; or In the case of a consolidation, the field of membership of the new credit union includes all groups that will be served by that new credit union; and The surviving or new multiple common bond credit union satisfies the requirements for multiple common bonds under § 6–301(c)(3) and (e) of this title. A single or multiple common bond credit union may merge, as the merging credit union, with a community credit union, as the surviving credit union, provided that: The merging credit union has a branch within the community boundaries of the surviving credit union; or A majority of the members in the field of membership of the merging credit union would qualify for membership in the surviving credit union; No less than 30 days before the effective date of the merger, the merging credit union gives notice of the merger to all groups of potential members of the merging credit union that will be removed from the field of membership as a result of the merger; and On and after the effective date of the merger, the surviving credit union: May not continue to serve groups within the field of membership of the merging credit union that are located outside the community boundaries of the surviving credit union; and May continue to serve members of a group identified under item 1 of this item who are members before the effective date of the merger. A community credit union may merge or consolidate with another community credit union provided that: The members of the surviving or new credit union remain within a single well–defined local community, neighborhood, rural district, or county; and The surviving or new credit union is within reasonable geographic proximity to the members of the credit union party to the merger or consolidation. Except as provided in paragraphs (8) and (9) of this subsection, a community credit union may not merge, as a merging credit union, with a single or multiple common bond credit union. Notwithstanding the provisions of paragraph (2), (3), (4), or (5) of this subsection or the numerical limitations prescribed in § 6–301(e) of this title, the Commissioner may approve the merger or consolidation of any credit union with a multiple common bond credit union, as a new or surviving credit union, when safety and soundness concerns are present as determined by the Commissioner. Notwithstanding the provisions of paragraphs (2) through (8) of this subsection, the Commissioner may approve the merger or consolidation of any credit union, whether or not the credit unions party to the merger or consolidation have the same field of membership type, if: Any of the credit unions party to the merger or consolidation is insolvent or likely to become insolvent; The merger or consolidation is in the best interest of the membership of the credit unions party to the merger or consolidation; and The merger or consolidation will not adversely affect the financial condition of the surviving or new credit union. If the surviving or new credit union will be a State credit union: The merger or consolidation shall be made in accordance with the provisions of this subtitle; and If one of the credit unions is a federal credit union, federal law governs its actions and the rights of its members. If the surviving or new credit union will be a federal credit union: The merger or consolidation shall be made in accordance with federal law which governs its actions and the rights of its members; and The merger or consolidation shall be made in accordance with the provisions of this subtitle for a State credit union and the rights of its members. If the surviving or new credit union will be another State credit union: The merger or consolidation shall be made in accordance with the provisions of this subtitle for the State credit union and the rights of its members; and The merger or consolidation shall be made in accordance with the provisions of the other State laws for the other State credit union and the rights of its members. A majority of the board of each credit union proposing a consolidation shall: Adopt a resolution that declares that the consolidation is advisable; and Set a date for a vote on the proposed consolidation by the members of each credit union party to the consolidation at any annual or special meeting of the membership or by mail ballot to be filed on or before that date. A majority of the board of each credit union proposing a merger shall adopt a resolution that declares that the merger is advisable. A majority of the board of each merging credit union proposing the merger shall set a date for a vote on the proposed merger by the members of each merging credit union at any annual or special meeting of the membership or by mail ballot to be filed on or before that date. A majority of the board of the surviving credit union proposing the merger may set a date for a vote on the proposed merger by the members of the surviving credit union at any annual or special meeting of the membership or by mail ballot to be filed on or before that date. The Commissioner, at the request of a board, may: Waive the vote of the members; and Substitute any reasonable method of determining the approval by the members. A consolidation shall be in accordance with a plan that: States the field of membership type that the new credit union will have; Is agreed to by a majority of the board of each credit union party to the consolidation; and Unless provided otherwise by the Commissioner, is approved by the members of each credit union party to the consolidation by the affirmative vote of a majority of the members of each credit union party to the consolidation who vote on the proposal. A merger shall be in accordance with a plan that: States the field of membership type that the surviving credit union will have; Is agreed to by a majority of the board of each credit union party to the merger; and Unless provided otherwise by the Commissioner, is approved by the members of each merging credit union party to the merger by the affirmative vote of a majority of the members of each merging credit union party to the merger who vote on the proposal. Unless consistent with this section the approval by the members is both not required and not obtained, after agreement by the board and approval by the members of each credit union party to the merger or consolidation, two officers of each credit union party to the merger or consolidation shall execute a certificate of merger or consolidation. The certificate of merger or consolidation shall include as to each credit union party to the merger or consolidation: The time and place of the meeting of the board at which the plan was agreed to; The vote by which the plan was agreed to by the board; A copy of the resolution or other action by which the plan was agreed to by the board; and Unless consistent with this section the approval by the members is both not required and not obtained: The date on or by which the plan was approved by the members of each credit union; and Unless provided otherwise by the Commissioner, the vote by which the plan was approved by the members of each credit union. A credit union may merge or consolidate if: The surviving or new credit union meets the common bond requirements of the proposed field of membership type; and Each credit union party to the merger or consolidation files with the Commissioner: The certificate of merger or consolidation; A copy of the plan of merger or consolidation; and Any other documents that the Commissioner deems necessary to make a determination on the application; and The Commissioner determines that: Each credit union party to the merger or consolidation has not engaged in any material unsafe or unsound practice during the 1–year period preceding the date of filing of the certificate of merger or consolidation; The surviving or new credit union has adequate net worth; The surviving or new credit union has the administrative capability to serve the members of the surviving or new credit union and the financial resources to meet the need for additional staff and assets to serve the surviving or new credit union; and Any potential harm that the surviving or new credit union may have on any other credit union and its membership is clearly outweighed, in the public interest, by the probable beneficial effect of the merger or consolidation in meeting the convenience and needs of the members of the surviving or new credit union. Unless the Commissioner notifies the credit union that a different time period is necessary, within 60 days after the certificate of merger or consolidation is filed, the Commissioner shall: Notify each credit union party to the merger or consolidation of the determination on the application; and Certify the certificate of merger or consolidation and return the certificate to each credit union party to the merger or consolidation. When the certificate is certified and sent back to the credit unions by the Commissioner: All of the property, property rights, and members’ interest of the credit unions party to the merger or consolidation belong to the surviving or new credit union without deed, endorsement, or other instrument of transfer; All of the debts, obligations, and liabilities of the credit unions party to the merger or consolidation are assumed by the surviving or new credit union; and The rights and privileges of the members of the credit unions party to the merger or consolidation remain intact. The surviving or new credit union shall act promptly to file and record the certified certificate and plan of merger or consolidation with the State Department of Assessments and Taxation. When the certificate and plan of merger or consolidation are filed with the State Department of Assessments and Taxation, the merger or consolidation takes effect.

Any credit union may dissolve voluntarily, if the board, the members of the credit union, and the Commissioner approve the dissolution as provided in this section. A majority of the board of a credit union proposing to dissolve shall adopt a resolution that: Recommends that the credit union be dissolved voluntarily; and Directs that a proposal of dissolution be submitted to the members. A proposed dissolution shall be approved at an annual or special meeting of the members or by mail ballot by the affirmative vote of two-thirds of the entire membership of the credit union. The Commissioner may substitute any reasonable method of determining the vote of the members. After a proposed dissolution is approved by the members, the credit union shall file with the Commissioner: A copy of the resolution of the board recommending voluntary dissolution, attested to by: The chairman or vice chairman of the board; and The secretary or treasurer of the credit union; A verified statement of the names and addresses of the officers and directors of the credit union; and The vote by which the voluntary dissolution was approved by the members. If the Commissioner finds that the credit union is solvent, the Commissioner shall issue to the credit union duplicate certificates stating that the credit union appears to have complied with this section. The credit union shall file one of the certificates with the State Department of Assessments and Taxation. When the certificate is filed with the State Department of Assessments and Taxation, the credit union is dissolved. On dissolution, a credit union may operate only to wind up its business and affairs. Under the direction of the Commissioner, the liquidating agent of the dissolved credit union, appointed by the board, shall: Discharge its debts and obligations; Collect and distribute its assets; and Do anything else necessary to wind up its business and affairs. For 3 years after the dissolution becomes effective, the credit union, acting by its board and liquidating agent: Shall continue in existence for the purpose of winding up its business and affairs; and May sue and be sued in its name.

Any credit union voluntarily may place its business and assets in the hands of the Commissioner for liquidation as provided in this section. A majority of the board proposing a voluntary receivership shall: Adopt a resolution that declares that the voluntary receivership is advisable; and Set a date for a vote on the proposed voluntary receivership by the members of the credit union at an annual or special meeting of the members or by mail ballot to be filed on or before that date. The Commissioner, at the request of the board, may: Waive the vote of the members; and Substitute any reasonable method of determining the approval by the members. Unless the Commissioner takes action under subsection (c) of this section, the proposed voluntary receivership shall be approved by the affirmative vote of a majority of the members of the credit union who vote on the proposal. After the action is approved by the members, the proper officers of the credit union shall certify the action of the members to the Commissioner, and the Commissioner shall post a notice at each office of the credit union that states: “This credit union is in the hands of the Maryland Commissioner of Financial Regulation for liquidation.” If a credit union is placed in the hands of the Commissioner under this section, the Commissioner shall place the credit union in receivership for liquidation in the same manner as provided for a banking institution under Title 5, Subtitle 6 of this article.

With the approval of the Commissioner, a credit union may purchase the assets or assume the liabilities of another credit union whether or not the credit unions have the same field of membership type, if: The other credit union is insolvent or likely to become insolvent; The purchase or assumption is in the best interest of the membership of the other credit union; and The purchase or assumption will not adversely affect the financial condition of the credit union that makes the purchase or assumption.

A credit union may establish a branch in the State in accordance with the provisions of this section. A credit union that proposes to establish a branch in the State shall: File with the Commissioner, at least 30 days before the intended opening date, a notice of intention to open a branch; Submit to the Commissioner any information the Commissioner requires in order to evaluate the proposed branch; and Pay to the Commissioner a branch fee of $100. The branch fee may not apply to a branch that is acquired by a credit union through a merger or consolidation with, or transfer to the credit union of all or substantially all of the assets of, a credit union. In deciding whether to approve the establishment of a branch, the Commissioner shall consider whether: The establishment of the branch will promote the convenience of the members of the credit union; The applicant has sufficient net worth to support the branch; and The applicant generally is operating in compliance with the provisions of this title. The Commissioner shall decide whether to approve the establishment of a branch within 30 days of receipt of the notice specified in subsection (b)(1) of this section. The establishment of a branch shall be deemed approved if the Commissioner takes no action on the notice within the time limit specified in this subsection.

An out-of-state credit union shall provide the Commissioner, within 15 days of opening a branch in the State, with a notice of the opening of the branch. A credit union chartered and primarily regulated by another state that proposes to establish a branch in this State shall qualify under § 7-203 of the Corporations and Associations Article to do business in the State as a foreign corporation. An out-of-state credit union that has a branch in this State may establish additional branches in this State: To the same extent as a credit union; or To the extent otherwise permitted by federal law.

A credit union may require not more than 60 days’ notice of a member’s intention to withdraw from a share account or deposit account. A requirement imposed under subsection (a) of this section shall: Apply to all members of the credit union; and Be included in each member’s account agreement.