17:9A-8.13. Savings bank; conversion into capital stock savings bank
a. A savings bank which is organized pursuant to the provisions of P.L.1948, c. 67 (C. 17:9A-1 et seq.) may convert itself into a capital stock savings bank with the same effect as though originally incorporated as a capital stock savings bank pursuant to the provisions of this act.
b. When, in the judgment of two-thirds of the members of the board of the savings bank, it is deemed advisable and in the best interests of its depositors that the savings bank shall be converted into a capital stock savings bank, the board shall adopt a resolution to that effect, and follow procedures prescribed by the commissioner. A copy of the minutes of the proceedings of the board shall be filed in the office of the commissioner within the time and in the form and manner prescribed by the commissioner.
c. The managers of the savings bank shall be deemed the incorporators of the capital stock savings bank and shall execute a certificate of incorporation as provided for in section 1 of this act, together with an application for conversion which shall contain the plan of conversion established pursuant to this act. Upon finding by the commissioner that:
(1) the plan of conversion has been adopted and approved by the board of managers as provided herein; and
(2) the plan of conversion is fair and equitable to all depositors; and
(3) sufficient provision has been made to protect the interests of the depositors of the prospective capital stock savings bank; he shall issue a certificate of approval of the conversion which shall be endorsed upon or annexed to the certificate of incorporation.
d. Upon the conversion of the savings bank, the legal existence of the savings bank shall not terminate but the capital stock savings bank shall be a continuation of the entity of the savings bank and all property of the savings bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed shall vest in the capital stock savings bank into which the savings bank has converted itself. The capital stock savings bank shall have, hold, and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the savings bank. The capital stock savings bank at the time and the taking effect of the conversion shall continue to have and succeed to all the rights, obligations and relations of the savings bank. All pending actions and other judicial or administrative proceedings to which the savings bank was a party shall not be discontinued by reason of the conversion, but may be prosecuted to final judgment or order in the same manner as if the conversion had not been made and the capital stock savings bank resulting from the conversion may continue the actions in its corporate name notwithstanding the conversion. Any judgment or order may be rendered for or against it which might have been rendered for or against the savings bank involved in the judicial proceedings.
L.1982, c. 9, s. 13, eff. March 4, 1982.
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Last modified: October 11, 2016